<PAGE>   1
                       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 January 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 January 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
         January 31, 2001

         Condensed Statement of Operations
         Three months ended January 31, 2001

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

         Notes to Financial Statements

Item 2.  Plan of Operation

PART II. OTHER INFORMATION

Item 1.  Legal Proceedings

Item 2.  Change in Securities

Item 3.  Default Upon Senior Securities

Item 4.  Submission of Matters to a Vote of Security Holders

Item 5.  Other Information

Item 6.  Exhibits and Reports on Form 8-K





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


                                     ASSETS

CURRENT ASSETS
 Cash                                                                 $    205
 Cash - restricted                                                      46,550
                                                                      --------

         Total Current Assets                                           46,755

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

TOTAL ASSETS                                                          $112,827
                                                                      ========



                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
 Accounts payable                                                     $ 25,200
 Liability for stock in escrow                                          51,550
                                                                      --------

         Total Current Liabilities                                      76,750
                                                                      --------

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, 3,200,000 shares
  issued and outstanding                                                32,000
 Additional paid-in capital                                             95,709
 Stock reserved for contingency                                        (50,000)
 Deficit accumulated during the development
  stage                                                                (41,632)
                                                                      --------

         Total Stockholders' Equity                                     36,077
                                                                      --------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                            $112,827
                                                                      ========






                Read accompanying Notes to Financial Statements.




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


<TABLE>
<CAPTION>

                                                  Three Months                        Nine Months                  Period From
                                               Ended January 31,                    Ended January 31,            January 26, 1998
                                        ------------------------------        ------------------------------      (Inception) to
                                            2001               2000              2001              2000          January 31, 2001
                                        -----------        -----------        -----------        -----------     ----------------
<S>                                     <C>                <C>                <C>                <C>                <C>
REVENUES                                $        --        $        --        $        --        $        --        $        --

EXPENSES
 General and administrative                   4,956              6,873             22,384             10,078             41,632
                                        -----------        -----------        -----------        -----------        -----------

NET LOSS                                $    (4,956)       $    (6,873)       $   (22,384)       $   (10,078)       $   (41,632)
                                        ===========        ===========        ===========        ===========        ===========

LOSS PER SHARE                          $        --        $        --        $        --        $        --
                                        ===========        ===========        ===========        ===========

WEIGHTED AVERAGE NUMBER OF SHARES
 OUTSTANDING                              3,200,000          3,000,000          3,157,246          3,000,000
                                        ===========        ===========        ===========        ===========

</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
                                         Nine Months          Nine Months         (Inception)
                                      Ended January 31,     Ended January 31,    To January 31,
                                            2001                 2000                 2001
                                      -----------------     -----------------   ----------------
<S>                                       <C>                  <C>                  <C>
CASH FLOWS FROM OPERATING
 ACTIVITIES:
  Net (loss)                              $(22,384)            $(10,078)            $(41,632)
  Adjustments to reconcile
   net loss to cash provided
   by (used in) operating
   activities:
    Noncash charge for general
     and administrative
     expenses                                4,500                4,500               19,500
    Increase (decrease) in:
     Accounts payable                        2,170              (14,010)              25,200
     Liability for stock in
      escrow                                 1,550                   --                1,550
     Notes payable-related
      party                                     --               24,657                   --
                                          --------             --------             --------
NET CASH PROVIDED BY (USED IN)
 OPERATING ACTIVITIES                      (14,164)               5,069                4,618
                                          --------             --------             --------

CASH FLOWS FROM FINANCING
 ACTIVITIES:
 Increase in deferred offering
  costs                                         --              (15,278)             (82,590)
 Proceeds of stockholder
  receivable                                    --                9,583               29,528
 Sale of common stock                       50,000                   --               50,000
 Contribution of capital                    10,775                   --               45,199
                                          --------             --------             --------
NET CASH PROVIDED BY
 FINANCING ACTIVITIES                       60,775                5,695               42,137
                                          --------             --------             --------

NET INCREASE (DECREASE) IN
 CASH                                       46,611                 (626)              46,755

CASH - BEGINNING                               144                  747                   --
                                          --------             --------             --------

CASH - ENDING                             $ 46,755             $    121             $ 46,755
                                          ========             ========             ========

</TABLE>



                Read accompanying Notes to Financial Statements.



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                              BANNER HOLDING CORP.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                JANUARY 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, 2000, 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
                                JANUARY 31, 2001


NOTE 3.           SALE OF SECURITIES, PUBLIC OFFERING AND RESTRICTED CASH

                  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 efforts" basis. As of January 31,
                  2001, the Company sold 200,000 shares for a total of $50,000
                  less offering costs of $16,518. The funds are deposited in a
                  restricted escrow cash account. Since the funds including
                  interest earnings are returnable, a liability has been
                  recorded for the contingency. Since the shares may be
                  returnable, the equity includes a charge for the stock
                  reserved for the contingency.

                  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.

                  The Company has no revenues to date and is entirely dependent
                  upon the proceeds of this offering to begin operations
                  relating to selection of a prospective business combination.
                  Although the Company believes that the proceeds of the
                  offering will be sufficient to effect a business combination,
                  it has not identified any combination and therefore, the
                  Company cannot ascertain with any degree of certainty the
                  capital requirements for any particular transaction. The
                  Company is limited to





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


NOTE 3.           SALE OF SECURITIES, PUBLIC OFFERING AND RESTRICTED CASH
                  (CONTINUED)

                  utilizing 10% of the net proceeds to search for a target. In
                  the event that the net proceeds of the offering prove to be
                  insufficient for purposes of effecting a business combination
                  (because of the size of the business combination or due to a
                  lack of remaining funds through which to complete a business
                  combination), the Company will be required to seek additional
                  financing. If the Company does not locate a suitable business
                  combination or if the Company expends all of its available
                  resources, the founding stockholders may lend the Company
                  funds for operations, they may obtain financing or they may
                  cease operations.






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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
           product/service





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         - 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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                                     PART II
                                OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

         N/A

ITEM 2.  CHANGES IN SECURITIES

         N/A

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.

         N/A

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         N/A

ITEM 5.  OTHER INFORMATION

         None

ITEM 6.  EXHIBITS

(a)      Exhibits

         None

(b)      Reports on Form 8-K

         None





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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: April 30, 2001                          By: /s/ John M. O'Keefe,Sr.
                                                  ------------------------------
                                                  John M. O'Keefe, Sr.
                                                  President and Chief
                                                  Executive Officer








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