U.S. SECURITIES AND EXCHANGE
                                   COMMISSION
                             Washington, D.C. 20549


                                   FORM 10-KSB

[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
                                    OF 1934

                    FOR THE FISCAL YEAR ENDED APRIL 30, 2002

[ ] TRANSITION REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

                        COMMISSION FILE NUMBER 333-57043

                              BANNER HOLDING CORP.
                 (Name of small business issuer in its charter)

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


                           120 North U.S. Highway One
                             Tequesta, Florida 33469
                                 (561) 747-0244
          (Address and telephone number of principal executive offices)

       Securities registered under Section 12(b) of the Exchange Act: NONE

                  Securities registered under Section 12(g) of
                               the Exchange Act:
                                      NONE

         Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act of 1934 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. Yes
[x] No [ ].

         Check if disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-K. [x]

         State issuer's revenues for its most recent fiscal year.  $0

         As of April 30, 2002, there were 3,000,000 shares of common stock
outstanding. The aggregate market value of such shares held by non-affiliates of
the registrant was $0.



                       DOCUMENTS INCORPORATED BY REFERENCE
                                      None

<PAGE>


                                     PART I

Item 1.  Description of Business

The Company was formed as a Florida corporation in January 1998 to effect a
merger, exchange of capital stock, asset acquisition or other similar business
combination (a "Business Combination") with an operating business (a "Target")
which the Company believes has significant growth potential. The Company filed a
Registration Statement on Form SB-2 with the Securities and Exchange Commission
which became effective April 20, 2000. An Initial Public Offering Prospectus
dated May 3, 2000 was included in the Registration. 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.

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.

The Company has not engaged in any commercial business since the offering and
has not determined when it will do so. The Company has no plan, proposal,
agreement, understanding or arrangement to acquire or merge with any specific
business or entity and has not identified any specific business or entity for
investigation and evaluation.

Business Combination

The Company's officers and directors, shareholders, its legal counsel or other
professional associates may introduce prospective Business Combinations. The
Company's search is not restricted to any specific business, industry or
geographic location. It may participate in a business venture of virtually any
kind. In implementing a structure for a particular Business Combination, the
Company 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.


Identifying a Target

The selection of a Target is complex and risky because of competition for such
business opportunities among all segments of the financial community. In
searching for a Target, the Company is considering various factors:

   -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

The evaluation as to the merits of a particular Business Combination will be
based on relevant factors as listed 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 a review of
financial or other information made available to the Company.

Terms of Business Combination Agreement

The actual terms of an acquisition or merger transaction are unpredictable. Tax
considerations as well as other relevant factors will be evaluated in
determining the precise structure of a particular Business Combination, which
could be effected through various forms of a merger, consolidation or stock or
asset acquisition. 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. To the extent that such additional Shares are issued, dilution to
the interests of the Company's shareholders will occur, or a change in control
of the Company may occur. 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

The Company is subject to all the reporting requirements included in the
Exchange Act. It will therefore 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.
The closing documents will provide that such audited financial statements be
available at closing or within ample time to comply with reporting requirements.
If such statements are not available, or do not conform to representations made
by the Target, the proposed transaction will be voidable at the discretion of
present Company management.

Item 2.  Description of Property

The Company has an oral agreement with the Company President that permits the
Company to share with related companies executive offices rent-free in
approximately 1200 square feet of office space located at 120 N. U.S. Highway
One, Tequesta, Florida 33469. The Company considers this space adequate for its
needs and has no plans with respect to office space in the future. The Company
does not own any property and does not intend to make any such acquisitions in
the near future.

Item 3  Legal Proceedings

The Company is not a party to, nor is it aware of, any threatened litigation of
any nature.

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

None.

                                     PART II

Item 5.  Market for Common Equity and Related Stockholder Matters

There is no trading market for the shares of the Company nor is there any
assurance that a regular trading market will develop for the Shares, or that, if
developed, any such market will be sustained.

As of April 30, 2002 two persons own the 3,000,000 shares of common stock
outstanding. On January 26, 1998, the Company issued 1,650,000 shares of its
Common Stock to John M. O'Keefe, the Company's President and a Director, and
1,350,000 shares to Vicki J. Lavache, the Company's Secretary/Treasurer and a
Director. Each paid $0.013 per share for an aggregate of $39,000. In addition,
the shareholders have contributed $48,588 for offering and administrative
expenses to April 30, 2002.

Item 6.  Management's Discussion and Analysis or Plan of Operation

The Company, a development stage entity, has neither engaged in any operations
nor generated any revenues to date. Its entire activity since its inception has
been fund raising through an offering of equity securities.

The Company's administrative expenses to date are approximately $52,100.
Included in the expenses is $25,500 in non-cash general and administrative
expense.

Substantially all of the Company's working capital needs will be attributable to
the identification of a suitable Target, and thereafter to effectuate a Business
Combination with such Target. Although no assurances can be made, the Company
believes it can satisfy its cash requirements until a Business Combination is
consummated with 10% of the net proceeds derived from the Offering. Expenses to
date have been limited to accounting, legal, and filing fees, escrow agent fees
and transfer agent fees.

Item 7.  Financial Statements

The financial statements that constitute Item 7 follow the text of this report.
An index to the financial statements appears in Item 13(a) of this report.

Item 8.  Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure

None.

                                    Part III

Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance
with Section 16(a) of the Exchange Act

Name                                        Age               Title

John M. O'Keefe                      60     President, Director
Vicki J. Lavache                     55     Secretary/Treasurer, Director

Mr. O'Keefe, President and Director since January 1998, serves as chief
executive officer of Merit First, Inc. (which he formed in June 1996), an
investment banking firm specializing in advising development stage enterprises
concerning finance, located in Tequesta, Florida. Prior to that, he served as
chief financial officer of Eutro Group Holding, Inc., a publicly-traded company
located in Jupiter, Florida in the medical diagnostic business, since 1993.
Earlier in his career, Mr. O'Keefe sold life and health insurance and worked as
a bank loan officer. He spent four years in the U.S. Navy after attending
Fordham University in New York in 1964. Until April 12, 2002, Mr. O'Keefe was a
promoter of three "public shell" companies registered with the Securities and
Exchange Commission: Zenith Holding Corp., Liege Holding, Inc., and Haven
Holding, Inc., all Florida corporations.

Ms. Lavache, Secretary/Treasurer, Director since January 1998, serves as
secretary/treasurer of Merit First, Inc. Previously, she served with Mr. O'Keefe
on the Board of Eutro Group Holding. From 1986 through 1999 she owned Executive
Line Business Services, Inc. in Jupiter, Florida, a provider of secretarial,
bookkeeping and other business services. Until April 12, 2002 Ms. Lavache served
as President and Director of three "public shell" companies registered with the
Securities and Exchange Commission: Zenith Holding Corp., Liege Holding, Inc.,
and Haven Holding, Inc., all Florida corporations.

The directors of the Company hold office until the next annual meeting of the
shareholders and until their successors have been elected and qualified. The
directors receive no compensation for serving as such, other than reimbursement
of reasonable expenses incurred in attending meetings. Officers are appointed by
the Board of Directors and serve at the discretion of the Board. Messrs. O'Keefe
and Lavache, the current executive officers of the Company, devote approximately
40% of their time to the affairs of the Company.

There are no agreements or understandings for any officer or director to resign
at the request of another person and neither of the officers or directors is
acting on behalf of or will act at the direction of another person.

As detailed in Items 6 and 9 of this report and as reported on Forms 3 as filed
with the Securities and Exchange Commission, officers and directors, John M.
O'Keefe and Vicki J. Lavache own 3,000,000 shares of common stock constituting
100% of the outstanding shares.

Item 10.  Executive Compensation

No compensation has been paid to any officers or directors since inception. The
Company does not expect to pay any direct or indirect compensation to its
officers and directors except for reimbursement for reasonable out-of-pocket
expenses. There are no understandings or arrangements otherwise relating to
compensation. Management anticipates that shares of the Company's authorized but
unissued Common Stock may be utilized in connection with a business acquisition
or combination and not as compensation to the Company's management, promoters,
or their affiliates or associates.

Item 11.  Security Ownership of Certain Beneficial Owners and Management

The following table sets forth information as of April 30, 2002 with respect to
the beneficial ownership of shares of Common Stock by (i) each person known by
the Company to be the owner of more than 5% of the outstanding shares of Common
Stock, (ii) each director, and (iii) officers and directors as a group.

                             AMOUNT AND APPROXIMATE
                        PERCENTAGE OF OUTSTANDING SHARES

                                                    BENEFICIAL       PERCENTAGE
CLASS             SHAREHOLDER                        OWNERSHIP         OF CLASS

Common   John M. O'Keefe (1)                       1,650,000                55%
                  8671 SE Somerset Island Way
                  Jupiter, Florida 33458

Common   Vicki J. Lavache (1)                      1,350,000               45%
                  1510 Seabrook Road
                  Jupiter, Florida 33469

Common   Officers and directors
                  as a group (2 persons)          3,000,000                100%

(1) An officer and director

Unless otherwise noted, the persons named in the table have sole voting and
investment power with respect to all Shares beneficially owned by them. Neither
person named in the tables is acting as nominee for any persons or is otherwise
under the control of any person or group of persons.

Item 12.  Certain Relationships and Related Transactions

Since   inception  the  Company  has   maintained   its  executive   offices  in
approximately  1200  square feet of office  space at 120 N. U.S.  Highway One in
Tequesta,  Florida.  The space is provided at no cost by Merit  First,  Inc.,  a
private company owned by Company shareholders John O'Keefe and Vicki Lavache.
Item 13.  Exhibits and Reports on Form 8-K

(a) Financial Statements - April 30, 2002

   Table of Contents ..........................   i
   Report of Independent Public Accountant ....   F-1
   Balance Sheet ..............................   F-2
Statement of Operations .......................   F-3
   Statement of Changes in Stockholders' Equity   F-4
   Statements of Cash Flows ...................   F-5
   Notes to Financial Statements ..............   F-6

(b)          Reports on Form 8-K None



<PAGE>












                              BANNER HOLDING CORP.
                          (A Development Stage Company)

                              FINANCIAL STATEMENTS

                                 APRIL 30, 2002










































                                       BANNER HOLDING CORP.
                                  (A Development Stage Company)


                                             CONTENTS


                                          PAGE

Independent Auditor's Report ..........   F-1

Financial Statements:

 Balance Sheet ........................   F-2

 Statements of Operations .............   F-3

 Statements of Changes in Stockholders'
 Equity (Deficit) .....................   F-4

 Statements of Cash Flows .............   F-5

 Notes to Financial Statements ........   F-6 - F-10

















<PAGE>



Earl M. Cohen, C.P.A., P.A.
2505 N.W. Boca Raton Boulevard,Suite 202
Boca Raton, FL  33431
561-347-1608

                                   INDEPENDENT AUDITOR'S REPORT


To The Board of Directors
Banner Holding Corp.

We have audited the accompanying balance sheet of Banner Holding Corp. (a
development stage company), as of April 30, 2002 and the related statements of
operations, changes in stockholders' equity (deficit) and cash flows for the
years ended April 30, 2002 and 2001 and for the period from January 26, 1998
(inception) through April 30, 2002. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Banner Holding Corp. (a
development stage company) as of April 30, 2002, and the results of its
operations and its cash flows for the years ended April 30, 2002 and 2001 and
for the period from January 26, 1998 (inception) through April 30, 2002 in
conformity with accounting principles generally accepted in the United States.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 6 to the
financial statements, the Company has no revenues and has experienced net losses
of $134,673 since inception and a working capital deficiency of $26,057 as of
April 30, 2002. The Company's financial position and operating results raise
substantial doubt about its ability to continue as a going concern. Management's
plans regarding those matters are also described in Note 6. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.

September 25, 2003                                      Earl M. Cohen, C.P.A.
Boca Raton, Florida


                                                                      F-1


<PAGE>







                                                BANNER HOLDING CORP.
                                            (A Development Stage Company)
                                                   BALANCE SHEET
                                                   APRIL 30, 2002





                                                       ASSETS

CURRENT ASSETS
 Cash ...........   $ 31
 Prepaid expenses    940
                    ----

TOTAL ASSETS ....   $971
                    ====



                               LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
 Accounts payable and accrued expenses ...............   $ 27,028

STOCKHOLDERS' EQUITY (DEFICIT) .......................    (26,057)
                                                         --------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) $        971
                                                         ========














                             Read accompanying Notes to Financial Statements.
                                                                      F-2


<PAGE>



                              BANNER HOLDING CORP.
                          (A Development Stage Company)
                            STATEMENTS OF OPERATIONS
                       YEARS ENDED APRIL 30, 2002 AND 2001
                                       AND
         PERIOD FROM JANUARY 26, 1998 (INCEPTION) THROUGH APRIL 30, 2002

<table>

                             <c>       <c>             <c>
                                                            January 26, 1998
                        Year Ended Year Ended              (Inception)
                                April 30,    April 30,     To April 30
                                 2002         2001             2002
                                 ----         ----             ----

REVENUES ..................   $      --      $      --      $      --

EXPENSES
 General and administrative        90,743         24,682       (134,673)
                              -----------    -----------    -----------

NET LOSS ..................   $   (90,743)   $   (24,682)   $  (134,673)
                              ===========    ===========    ===========

LOSS PER SHARE ............                  $      (.03)   $      (.01)
                                             ===========    ===========

WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING ........     3,094,795      3,166,575
                                             ===========    ===========

</table>







                          Read accompanying Notes to Financial Statements.

                                                              F-3


<PAGE>


                              BANNER HOLDING CORP.
                          (A Development Stage Company)
                  STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
         PERIOD FROM JANUARY 26, 1998 (INCEPTION) THROUGH APRIL 30, 2002
  <table>
  
                              <c>       <c>        <c>        <c>         <c>         <c>
                                                                                            Deficit
                                                                                                       Accumulated
                                                        Common Stock         Additional    During the
                                                      Number of    Par         Paid-In     Development   Stockholder
                                                     Shares     Value        Capital        Stage    Receivable      Total

  Common shares issued to founders        3,000,000   $30,000       $ 9,000     $    -          $(29,528)   $  9,472
  Noncash general and administrative
   expenses                                            -          -            1,500          -              -          1,500
  Net (loss)                                  -          -             -           (1,500)          -         (1,500)
                                          ---------    ------        ------        ------         ------      ------
  Balance - April 30, 1998                3,000,000    30,000        10,500        (1,500)       (29,528)      9,472

  Repayment of stockholders' receivable       -          -             -             -             19,945      19,945
  Noncash general and administrative
   expenses                                   -          -            6,000          -              -          6,000
  Net (loss)                                  -          -             -           (6,458)          -         (6,458)
                                          ---------    ------         -----        ------         ------      ------
  Balance - April 30, 1999                3,000,000    30,000        16,500        (7,958)        (9,583)     28,959

  Repayment of stockholders' receivable       -          -             -             -             9,583       9,583
  Contribution to capital                     -          -           26,452          -              -         26,452
  Noncash general and administrative
   expenses                                   -          -            6,000          -              -          6,000
  Net (loss)                                  -          -             -          (11,290)          -        (11,290)
                                          ---------     -----        ------       -------         -----      -------
  Balance - April 30, 2000                3,000,000    30,000        48,952       (19,248)          -         59,704

  Deferred offering costs attributable
   to common stock subject to redemption         -         -          (16,518)         -              -        (16,518)
  Contribution to capital                      -         -           10,775          -              -         10,775
  Noncash general and administrative
   expenses                                    -         -            6,000          -              -          6,000
  Net (loss)                                   -         -             -          (24,682)          -        (24,682)
                                          ---------    ------        ------       -------         -----      -------
  Balance - April 30, 2001                3,000,000    30,000        49,209       (43,930)          -         35,279

  Reversal of deferred offering costs
   attributable to common stock subject
   to redemption - offering canceled           -         -           16,518          -              -         16,518
  Contribution to capital                      -         -            6,889          -              -          6,889
  Noncash general and administrative
   expenses                                    -         -            6,000          -              -          6,000


<PAGE>


 Net (loss)                                   -         -             -           (90,743)          -        (90,743)
                                         ---------   -------       -------        -------         ---        -------
Balance - April 30, 2002                 3,000,000   $30,000       $78,616      $(134,673)       $  -       $(26,057)
                                         =========   =======       =======      =========        ====       ========

</table>
                Read accompanying Notes to Financial Statements.
                                       F-4


<PAGE>


                              BANNER HOLDING CORP.
                          (A Development Stage Company)
                            STATEMENTS OF CASH FLOWS
                       YEARS ENDED APRIL 30, 2002 AND 2001
                                       AND
         PERIOD FROM JANUARY 26, 1998 (INCEPTION) THROUGH APRIL 30, 2002

<table>

                                   <c>             <c>             <c>
                                                                           January 26, 1998
                        Year Ended Year Ended                           (Inception)
                                            April 30,    April 30,       To April 30
                                                2002         2001            2002
                                                ----         ----          ----

CASH FLOWS FROM OPERATING
 ACTIVITIES:
  Net (loss)                    $(90,743)       $(24,682)     $(134,673)
  Adjustments to reconcile
   net loss to cash (used in)
   operating activities:
    Noncash charge for general
     and administrative expenses   6,000           6,000         25,500
    Amortization of deferred
     offering costs               82,590             -           82,590
   (Increase) in prepaid
     expenses                       -               (940)          (940)
    Increase in accounts
     payable                         123           3,875         27,028
                                  ------          ------         ------

NET CASH (USED IN) OPERATING
 ACTIVITIES                       (2,030)        (15,747)          (495)
                                  ------         -------         ------

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          1,889          60,775         98,588
 Restricted cash for common
  stock subject to redemption         -          (45,000)       (45,000)
                                  ------         -------         ------

NET CASH PROVIDED BY FINANCING
 ACTIVITIES                        1,889          15,775            526
                                   -----          ------          -----

NET INCREASE (DECREASE) IN CASH     (141)             28             31

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

CASH - ENDING                   $     31         $   172       $     31
                                ========         =======       ========

</table>
                Read accompanying Notes to Financial Statements.
                                       F-5


<PAGE>


                              BANNER HOLDING CORP.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                 APRIL 30, 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

                  Deferred Offering Costs

                  Costs incurred in connection with the public offering were
                  originally capitalized but are recorded as a reduction in
                  additional paid-in capital upon the sale of common stock.
                  Since the Company was unable to timely effect a business
                  combination by the expiration date of the offering, the
                  balance of the offering costs were expensed (Note 4).

                  Income Taxes

                  Deferred income taxes are provided for differences between the
                  basis of assets and liabilities for financial and income tax
                  reporting. A valuation allowance is provided against deferred
                  income tax assets in circumstances where management believes
                  recoverability of a portion of the assets is not reasonably
                  assured.

                  Loss Per Share

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


                                                         F-6


<PAGE>


                              BANNER HOLDING CORP.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                 APRIL 30, 2002


NOTE 2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

                  Statement of Cash Flows

                  For purposes of this statement the Company considers All
                  highly liquid investments with an original maturity of three
                  months or less to be cash equivalents.

                  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.

NOTE 3.  INCOME TAXES

                  As of April 30, 2002, the Company has a net operating loss
                  carryforward for income tax purposes of approximately $108,800
                  expiring through April 30, 2022, available to offset future
                  taxable income. No deferredincome taxes have been recorded due
                  to the Company having no history of profitable operations.
                  Significant components of the Company's net deferred income
                  tax asset are as follows:
                                                   2002      2001

                   Net operating loss carryforward  $ 20,300   $8,300
                   Less: Valuation allowance       (20,300)  (8,300)
                                                  ------    -----
Net deferred income tax asset                        $   -     $ ----
                                                     =======   ======

                  During the year ended April 30, 2002, the valuation allowance
increased by $12,000.



                                                         F-7


<PAGE>



                              BANNER HOLDING CORP.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                 APRIL 30, 2002

NOTE 3.  INCOME TAXES (CONTINUED)

                  The reconciliation of income tax (benefit) computed at the
                  federal statutory rate to income tax expense (benefit) is as
                  follows:

                    Tax (benefit) at federal statutory
                     rate                                            (15.00)%
                    State tax (benefit), net of federal
                     benefit                                           (3.63)
                    Valuation allowance                              18.63
                                                                      -----

                    Tax provision (benefit)                            00.00%
                                                                    ======-

NOTE 4.  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 April 30, 2002, 3,000,000 shares were issued and
                  outstanding, respectively. No preferred shares have been
                  issued.

                  The Company offered to sell to the public an initial offering
                  of a minimum of 200,000 common stock 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.

                                                         F-8


<PAGE>



                              BANNER HOLDING CORP.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                 APRIL 30, 2002


NOTE 4.  CAPITAL STOCK (CONTINUED)

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

NOTE 5.           RELATED PARTY TRANSACTIONS

                  Office Facilities

                  The Company shares office space and other administrative costs
                  with a company owned by the majority stockholders at no
                  charge. The Company estimated these costs to be approximately
                  $500 per month. For the years ended April 30, 2002 and 2001,
                  $6,000 has been recorded as an increase in general and
                  administrative expenses and additional paid-in capital.

                  Loans From Related Party

                  During the years ended April 30, 2002 and 2001, a company
                  owned by the majority stockholders advanced and/or paid
                  general and administrative expenses of $1,889 and $10,775,
                  respectively. These amounts were recorded as increases in
                  additional paid-in capital.

NOTE 6.  GOING CONCERN

                  The Company has no revenues to date and has incurred operating
                  losses of $134,673 since inception and has a working capital
                  deficit of $26,057 as of April 30, 2002. 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

                                                         F-9


<PAGE>




                              BANNER HOLDING CORP.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                 APRIL 30, 2002



NOTE 6.  GOING CONCERN (CONTINUED)

                  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.




























                                                        F-10




<PAGE>






                                   SIGNATURES

         In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

                                            BANNER HOLDING CORP.

                                            by:  /s/John M. O'Keefe, Sr.
                                                 --------------------------
                                                     John M. O'Keefe, Sr.
                                                     President

September 26, 2003