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                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 10-QSB

                   Quarterly Report Under Section 13 or 15(d)
                     of the Securities Exchange Act of 1934
                  For the quarterly period ended July 31, 2001

                              BANNER HOLDING CORP.
                 (Name of Small Business Issuer in its charter)

                                    333-57043
                             Commission File Number

                     FLORIDA                          65-0826508
         (State or other jurisdiction of           (I.R.S. Employer
         incorporation or organization)           Identification No.)

         120 N. U.S. Highway One                        33469
         Suite 100                                    (Zip Code)
         Tequesta, FL
(Address of principal executive offices)

                    Issuer's telephone number: (561) 747-0244
                        --------------------------------

Check whether the issuer: (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.

                            [x] Yes          [ ] No

          As of August 31, 2001 the issuer had 3,200,000 shares of $.01
                       par value common stock outstanding.


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                                      INDEX

PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

         Condensed Balance Sheet
         July 31, 2001

         Condensed Statement of Operations
         Three months ended July 31, 2001

         Condensed Statement of Cash Flows
         Three months ended July 31, 2001

         Notes to Financial Statements

Item 2.  Plan of Operation


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                              BANNER HOLDING CORP.
                          (A DEVELOPMENT STAGE COMPANY)
                             CONDENSED BALANCE SHEET
                                  JULY 31, 2001
                                   (UNAUDITED)

<TABLE>
<S>                                                <C>
                           ASSETS

CURRENT ASSETS
 Cash                                              $      137
 Cash - restricted                                     47,910
 Prepaid expenses                                         940
                                                   ----------

         Total Current Assets                          48,987

DEFERRED OFFERING COSTS                                66,072
                                                   ----------

TOTAL ASSETS                                       $  115,059
                                                   ==========

            LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
 Accounts payable and accrued expenses             $   30,998
                                                   ----------

COMMON STOCK SUBJECT TO REDEMPTION                     52,910
                                                   ----------

STOCKHOLDERS' EQUITY
 Preferred stock, $.01 par value, 5,000,000
  shares authorized, no shares issued or
  outstanding
 Common stock, $.01 par value, 25,000,000
  shares authorized, 3,000,000 shares
  issued and outstanding                               30,000
 Additional paid-in capital                            51,459
 Deficit accumulated during the development
  stage                                               (50,308)
                                                   ----------

         Total Stockholders' Equity                    31,151
                                                   ----------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY         $  115,059
                                                   ==========
</TABLE>

                Read accompanying Notes to Financial Statements.


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                              BANNER HOLDING CORP.
                          (A DEVELOPMENT STAGE COMPANY)
                       CONDENSED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                         Period From
                                             Three Months              January 26,1998
                                            Ended July 31,              (Inception) To
                                       2001                2000         July 31, 2001
                                   ------------        ------------    ---------------

<S>                                <C>                 <C>             <C>
REVENUES                           $         --        $         --        $     --

EXPENSES
 General and administrative               6,378               8,459          50,308
                                   ------------        ------------        --------

NET LOSS                           $     (6,378)       $     (8,459)       $(50,308)
                                   ============        ============        ========

LOSS PER SHARE                     $         --        $         --
                                   ============        ============
WEIGHTED AVERAGE NUMBER
 OF SHARES OUTSTANDING                3,200,000           3,016,667
                                   ============        ============
</TABLE>

                Read accompanying Notes to Financial Statements.


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                              BANNER HOLDING CORP.
                          (A DEVELOPMENT STAGE COMPANY)
                        CONDENSED STATEMENTS OF CASH FLOW
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                    Period From
                                                                  January 26, 1998
                                    Three Months    Three Months     (Inception)
                                   Ended July 31,  Ended July 31,    To July 31,
                                        2001            2000            2001
                                   --------------  -------------- ----------------

<S>                                <C>             <C>            <C>
CASH FLOWS FROM OPERATING
 ACTIVITIES:
  Net (loss)                          $ (6,378)       $ (8,459)       $(50,308)
  Adjustments to reconcile
   net loss to cash provided
   by (used in) operating
   activities:
    Noncash charge for general
     and administrative
     expenses                            1,500           1,500          21,000
    (Increase) in prepaid
     expenses                               --              --            (940)
    Increase(decrease) in:
     Accounts payable                    4,093             186          30,998
                                      --------        --------        --------
NET CASH PROVIDED BY (USED IN)
 OPERATING ACTIVITIES                     (785)         (6,773)            750
                                      --------        --------        --------

CASH FLOWS FROM FINANCING
 ACTIVITIES:
 Increase in deferred offering
  costs                                     --              --         (82,590)
 Proceeds of stockholder
  receivable                                --              --          29,528
 Sale of common stock and
  contribution of capital                  750           6,900          97,449
 Restricted cash for common
 stock subject to redemption                --              --         (45,000)
                                      --------        --------        --------
NET CASH PROVIDED BY (USED IN)
 FINANCING ACTIVITIES                      750           6,900            (613)
                                      --------        --------        --------

NET INCREASE (DECREASE) IN
 CASH                                      (35)            127             137

CASH - BEGINNING                           172             144              --
                                      --------        --------        --------

CASH - ENDING                         $    137        $    271        $    137
                                      ========        ========        ========
</TABLE>

                Read accompanying Notes to Financial Statements.


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                              BANNER HOLDING CORP.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                  JULY 31, 2001

NOTE 1.  ORGANIZATION

         Banner Holding Corp. was incorporated on January 26, 1998 under the
         laws of the State of Florida and has a fiscal year ending April 30. The
         company is a "shell" company, the purpose of which is to seek and
         consummate a merger or acquisition. The company's headquarters is in
         Tequesta, Florida.

NOTE 2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         BASIS OF PRESENTATION

         The accompanying condensed financial statements are unaudited. These
         statements have been prepared in accordance with the rules and
         regulations of the Securities and Exchange Commission (SEC). Certain
         information and footnote disclosures normally included in financial
         statements prepared in accordance with generally accepted accounting
         principles have been condensed or omitted pursuant to such rules and
         regulations. In the opinion of management, all adjustments (which
         include only normal recurring adjustments) considered necessary for a
         fair presentation have been included. These financial statements should
         be read in conjunction with the Company's financial statements and
         notes thereto for the year ended April 30, 2001, included in the
         Company's Form 10K-SB as filed with the SEC.

         LOSS PER SHARE

         Loss per share is computed by dividing net loss for the year by the
         weighted average number of shares outstanding.

         USE OF ESTIMATES

         Management uses estimates and assumptions in preparing financial
         statements in accordance with generally accepted accounting principles.
         Those estimates and assumptions affect the reported amounts of assets
         and liabilities, the disclosure of contingent assets and liabilities,
         and the reported revenues and expenses. Accordingly, actual results
         could vary from the estimates that were assumed in preparing the
         financial statements.


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                              BANNER HOLDING CORP.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                  JULY 31, 2001

NOTE 3.  CAPITAL STOCK

         The Company has authorized 5,000,000 preferred shares and 25,000,000
         common shares each with a par value of $.01 per share. As of July 31,
         2001, 3,200,000 shares (including 200,000 shares subject to redemption)
         were issued and outstanding. No preferred shares have been issued.

         The Company is in the process of selling to the public an initial
         offering of common stock which calls for a minimum of 200,000 or a
         maximum of 1,000,000 common shares to be sold at $.25 per share on a
         "best effort" basis. As of July 31, 2001, the Company sold 200,000
         shares for a total of $50,000 less offering costs of $16,518. Under SEC
         Rule 419, the proceeds must be deposited in a escrow cash account but
         the Company has the option to withdraw up to 10% of the proceeds,
         excluding any interest, from the escrow account. As of July 31, 2001,
         $5,000 was withdrawn from the escrow account.

         If proceeds of this offering are insufficient to conclude a business
         combination, the Company may be required to seek additional capital. No
         assurance can be given that the Company will be able to obtain such
         additional capital, or even if available, that such additional capital
         will be available on terms acceptable to the Company. In the event that
         management determines that the Company is unable to conduct any
         business whatsoever, management, subject to the requirements of SEC
         Rule 419, which provides that the deposited funds from the offering
         will be returned on a pro rata basis if an acquisition meeting certain
         prescribed criteria is not consummated within 18 months of the date of
         the prospectus (May 3, 2000), may, in its sole discretion, seek
         stockholders' approval to liquidate the Company. While management has
         not established any guidelines for determining at what point in time it
         might elect to discontinue its efforts to engage in a business
         combination and seek stockholder approval to liquidate the Company,
         management is subject to the 18 month time frame set forth in Rule 419
         in which to effect an acquisition.


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                              BANNER HOLDING CORP.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                  JULY 31, 2001

NOTE 4.  GOING CONCERN

         The Company has no revenues to date and has incurred operating losses
         of $50,308 since inception. The Company has been dependent upon the
         receipt of capital investment or other financing to fund its continuing
         activities. Although the Company believes that the proceeds of the
         offering referred to in Note 3 will be sufficient to effect a business
         combination, the offering has not been completely sold and the Company
         has not identified any business combination and therefore, cannot
         ascertain with any degree of certainty the capital requirements for any
         particular transaction. In addition, the Company is dependent upon
         certain related parties to provide continued funding and capital
         resources. The accompanying financial statements have been presented on
         the basis of the continuation of the Company as a going concern and do
         not include any adjustments relating to the recoverability and
         classification of recorded asset amounts or the amounts and
         classification of liabilities that might be necessary should the
         Company be unable to continue as a going concern.


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ITEM 2.  PLAN OF OPERATION

Banner Holding Corp., ("Company"), became a registered public company on April
20, 2000. The Company has not yet engaged in any commercial business and has not
determined when it will do so. The Company has no full-time employees. The
officers and directors allocate a portion of their time to the activities of the
Company without compensation. The Company has minimal capital, operating costs
limited to legal, accounting, escrow and stock transfer and reporting-related
fees. The Company anticipates these costs will be paid for with loans from
shareholders John O'Keefe, Sr. and Vicki J. Lavache or another company
wholly-owned by them, or from offering proceeds. It does not expect to make any
acquisitions of property.

The Offering

The Company is conducting a "blank check" offering subject to Rule 419 of
Regulation C under the Securities Act of 1934, thereby selling to the public an
initial offering of common stock as registered in the state of New York. At
January 31, 2001 two hundred thousand shares of stock had been sold and eight
hundred thousand shares remain available, all at the offering price of $.25 per
share. The 200,000 shares were sold by John O'Keefe, Sr. and are not subject to
commission. The $50,000 proceeds and the stock certificates (as issued) are
deposited in the escrow account maintained by Escrow Agent Republic Security
Bank in West Palm Beach, Florida. The offering will remain open until the
maximum 1,000,000 shares have been sold or until it expires on November 3, 2001
unless management determines for whatever reason that it should be closed prior
to either event.

Target Companies

The Company is seeking a candidate for a business combination. It has not yet
identified a specific target company. The search is not restricted to any
specific business, industry or geographic location. The ideal candidate is an
entity that wants to use the public marketplace to raise capital for expansion,
development or other corporate purposes. Once a viable candidate is identified
management will analyze the feasibility of an opportunity considering such
matters as:

         -costs associated with effecting a Business Combination
         -equity interest in and possible management participation in
          the Target
         -growth potential of the Target and its industry
         -experience and skill of management and availability of
          additional personnel of the Target
         -capital requirements of the Target
         -competitive position of the Target
         -potential for further research, development or exploration
         -degree of current or potential market acceptance of


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          product/service
         -risk factors
         -regulatory environment of the Target's industry
         -profit potential

The evaluation as to the merits of a particular Business Combination will be
based on relevant factors above as well as other considerations deemed by
management to be relevant to effecting a Business Combination consistent with
the Company's business objective. Management will conduct an extensive due
diligence review which will encompass, among other things, meeting with
incumbent management and inspection of facilities, as well as review of
financial or other information made available to the Company.

Business Combination

The actual terms of a business combination cannot be predicted. The Company may
participate in a business venture of virtually any kind. It may become party to
a merger, consolidation, reorganization, joint venture or licensing agreement
with another corporation or entity. The Company may acquire assets and establish
wholly-owned subsidiaries in various businesses, or acquire existing businesses
as subsidiaries.

Tax considerations as well as other relevant factors will be evaluated in
determining the precise structure of a particular Business Combination. The
parties will endeavor to structure the Business Combination to achieve the most
favorable tax treatment to the Company, the Target and their respective
shareholders. Although the Company has no commitments to date to issue any
Shares other than as described in the Initial Public Offering Prospectus, the
Company will, in all likelihood, issue a substantial number of additional shares
in connection with a Business Combination, possibly causing dilution to the
interests of the Company's shareholders or a change in control of the Company.
The written agreements executed in consummation of a Business Combination will
contain, but not be limited to, the following:

         -representations and warranties by all parties thereto
         -specifications as to default penalties
         -terms of closing
         -conditions to be met prior to closing
         -conditions to be met after closing
         -allocation of costs, including legal and accounting fees

Evaluation by Investors

In the "blank check" offering management has broad discretion with respect to
the specific application of the net proceeds of the offering. Substantially all
of the net proceeds of the offering are intended to be generally applied toward
effecting a Business Combination, but have not been marked for any specific


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purpose. Management has sole discretion in determining which businesses, if any,
are to be acquired, and the terms of such acquisition. Investors in the blank
check offering will have the opportunity to evaluate the merits and risks of an
acquisition and will be entitled to elect whether they desire to remain
investors in the Company. An acquisition will only be consummated if investors
representing 80% of the maximum offering proceeds reconfirm their investments
(as described in the following paragraph).

The "blank check" offering is subject to Rule 419 of Regulation C under the
Securities Act of 1933 as Amended. Rule 419 requires that net offering proceeds
and the securities issued to investors must be deposited in an escrow account.
The deposited funds (except for an amount up to 10% of the deposited funds) and
deposited securities may not be released until an acquisition conforming to
certain specified criteria has been consummated and a sufficient number of
investors reconfirm their investment in accordance with the procedures set forth
in Rule 419. At that time a new prospectus describing the acquisition candidate
and its business, and including audited financial statements, will be delivered
to all investors. The Company must return the pro rata portion of the deposited
funds to any investor who does not elect to remain an investor.

Reporting Requirements

The Company is subject to all the reporting requirements included in the
Exchange Act. It will exercise its affirmative duty to file independent audited
financial statements with the Securities and Exchange Commission as part of its
Form 8-K upon consummation of a merger or acquisition.


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                                   SIGNATURES

         In accordance with the requirements of the Exchange Act, the registrant
has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

                                    BANNER HOLDING CORP.
                                        (Registrant)


Date: September 25, 2001            By: /s/ John M. O'Keefe,Sr.
                                     John M. O'Keefe, Sr.
                                     President and Chief
                                     Executive Officer


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