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, 2002

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

                                    333-57043
                             Commission File Number

                                     FLORIDA
         (State or other jurisdiction of incorporation or organization)

                                   65-0826508
                         (I.R.S. Employer Identification
                                      No.)

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

                                      33469
                                   (Zip Code)

                    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, 2002 the issuer had 3,000,000 shares of $.01
                       par value common stock outstanding.

<PAGE>



                                      INDEX

PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

         Condensed Balance Sheet
         January 31, 2002                           2

         Condensed Statement of Operations
         Nine months ended January 31, 2002         3

         Condensed Statement of Cash Flows
         Nine months ended January 31, 2002         4

         Notes to Financial Statements              5

Item 2.  Plan of Operation                          8



<PAGE>


                              BANNER HOLDING CORP.
                          (A Development Stage Company)
                             CONDENSED BALANCE SHEET
                                JANUARY 31, 2002
                                   (Unaudited)




                         ASSETS

CURRENT ASSETS
 Cash ....................................................                $   67
 Prepaid expenses ........................................                   940
                                                                          ------

TOTAL ASSETS .............................................                $1,007
                                                                          ======



                          LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
 Accounts payable and accrued expenses .......................        $  27,902

STOCKHOLDERS' EQUITY (DEFICIT)
 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 ..................................           75,977
 Deficit accumulated during the development
  stage ......................................................         (132,872)
                                                                      ---------

         Total Stockholders' Equity (Deficit) ................          (26,895)
                                                                      ---------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
 (DEFICIT) ...................................................        $   1,007
                                                                      =========










                         Read accompanying Notes to Financial Statements.


<PAGE>



                              BANNER HOLDING CORP.
                          (A Development Stage Company)
                       CONDENSED STATEMENTS OF OPERATIONS
                                   (Unaudited)

<table>



<S>                               <C>               <C>               <C>             <C>               <C>
                                                                                                               Period From
                                          Three Months                        Nine Months                  January 26, 1998
                                          Ended January 31,                  Ended January 31,                (Inception) To

                                        2002             2003              2002             2003             January 31, 2002

REVENUES                           $    -            $   -             $   -             $   -                $   -


EXPENSES
 General and administrative            1,987            4,956             88,942           22,384                132,872

NET LOSS                           $(1,987)         $(4,956)            $(88,942)         $(22,384)             $(132,872)
                                   =======          =======             ========

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

WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING                3,000,000           3,200,000         3,125,362         3,157,246
                                  =========           =========         =========         =========


</table>

                Read accompanying Notes to Financial Statements.


<PAGE>


                              BANNER HOLDING CORP.
                          (A Development Stage Company)
                       CONDENSED STATEMENTS OF CASH FLOWS
                                     (Unaudited)
                                                                    Period From
                                                               January 26, 1998
                             Nine Months       Nine Months       (Inception)
                 Ended January 31, Ended January 31, To January
                                                2002          2001     31, 2002
                                                ----           ----    --------
CASH FLOWS FROM OPERATING
 ACTIVITIES:
  Net (loss) ............................   $ (88,942)   $ (22,384)   $(132,872)
  Adjustments to reconcile
   net loss to cash provided
   by (used in) operating
   activities:
    Noncash charge for general
     and administrative
     expenses ...........................       4,500        4,500       24,000
    (Increase) in prepaid
     expenses ...........................        --           --           (940)
    Amortization of deferred
     offering costs ....................      82,590         --         82,590
    Increase in accounts
     Payable ............................         997        2,170       27,902
                                            ---------    ---------    ---------

NET CASH PROVIDED BY (USED IN)
 OPERATING ACTIVITIES ...................        (855)     (15,714)         680
                                            ---------    ---------    ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
 Increase in deferred offering
  Costs .................................        --           --        (82,590)
 Proceeds of stockholder
  Receivable ............................        --           --         29,528
 Sale of common stock and
 Restricted cash for common
  contribution of capital ...............         750       60,775       97,449
  stock subject to redemption ...........        --        (45,000)     (45,000)
                                            ---------    ---------    ---------

NET CASH PROVIDED BY (USED IN)
 FINANCING ACTIVITIES ...................         750       15,775         (613)
                                            ---------    ---------    ---------

NET INCREASE (DECREASE) IN
 CASH ...................................        (105)          61           67

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

CASH - ENDING ...........................   $      67    $     205    $      67
                                            =========    =========    =========

                Read accompanying Notes to Financial Statements.



<PAGE>



                              BANNER HOLDING CORP.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                JANUARY 31, 2002


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 10-KSB 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.


<PAGE>



                              BANNER HOLDING CORP.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                JANUARY 31, 2002


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 January 31, 2002, 3,000,000 shares were issued
                  and outstanding. No preferred shares have been issued.

                  The Company offered to sell to the public an initial offering
                  of a minimum of 200,000 common shares or a maximum of
                  1,000,000 common shares to be sold at $.25 per share on a
                  "best effort" basis. 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. On October 3, 2000, $5,000 was withdrawn from the
                  escrow account.

                  The Company was unable to timely effect a business combination
                  and in accordance with SEC Rule 419 was forced to terminate
                  the offering on its expiration date of October 20, 2001. The
                  deposited funds in the escrow account were returned to the
                  investor and the balance of the deferred offering costs were
                  expensed.

                  On August 26, 2003, the Articles of Incorporation were amended
                  to increase the number of authorized common shares to
                  50,000,000.

NOTE 4.  GOING CONCERN

                  The Company has no revenues to date and has incurred operating
                  losses of $132,872 since inception. The Company has been
                  dependent upon the receipt of capital investment or other
                  financing to fund its continuing activities. Management 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



                              BANNER HOLDING CORP.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                JANUARY 31, 2002



NOTE 4.  GOING CONCERN

                  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.




<PAGE>



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. It does not expect to make any acquisitions of property.

The Offering

In 2002 the Company conducted 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. The
offering expired on October 20, 2001, at which time, pursuant to Rule 419,
because a business combination had not been completed prior to expiration of the
offering, the offering was closed. As reflected in the financial information
section of this report, the escrow agent returned the funds raised ($50,000) to
the investor and the share certificate to the Company. The Company filed a
post-effective amendment with the Securities and Exchange Commission on February
26, 2002 reporting the closing of the offering.

The Company's Plan

As a public reporting company pursuant to the Securities Act of 1934, the
Company intends to comply with its reporting obligation. As a "shell" company
Banner's purpose is to be used as a vehicle for a reverse acquisition.

Target Companies

The Company will seek a candidate for a business combination. It has not yet
identified a specific target company. The search is not to be 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
         -risk factors
         -regulatory environment of the Target's industry
         -profit potential

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, 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

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.








                                                      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 26, 2003                       By: /s/ John M. O'Keefe,Sr.
                                                       John M. O'Keefe, Sr.
                                                        President and Chief
                                                         Executive Officer