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


                                  FORM 10-KSB/A
                                   Amendment 1

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

                    FOR THE FISCAL YEAR ENDED APRIL 30, 2001

      [ ] 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
                    (State or jurisdiction of incorporation)

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

                           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:
                     COMMON STOCK, PAR VALUE $.01 PER SHARE

         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 July 31, 2001, there were 3,000,000 shares of common stock
outstanding excluding 200,000 common shares subject to redemption. The aggregate
market value of such shares held by non-affiliates of the registrant was $0.


                       DOCUMENTS INCORPORATED BY REFERENCE
                                      None


<PAGE>



Item 7.  Financial Statements

The financial statements attached as Exhibits hereto are herewith amended to
include the signature of auditor Earl M. Cohen, C.P.A. on page F-1. All
financial statements that constitute Item 7 remain the same as those filed in
the initial 10-KSB filed on August 20, 2001. An index to the financial
statements appears in Item 13(a) of this report.


Item 13.  Exhibits and Reports on Form 8-K

         (a) Financial Statements - April 30, 2001

         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


                                       2
<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
                                                 ---------------------
                                                     John M. O'Keefe
                                                     President

March 4, 2002


                                       3
<PAGE>








                              BANNER HOLDING CORP.
                          (A Development Stage Company)

                              FINANCIAL STATEMENTS

                                 APRIL 30, 2001






































                                       4
<PAGE>



                              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                                         F-4

 Statements of Cash Flows                       F-5

 Notes to Financial Statements            F-6 - F-9




















                                       5

<PAGE>



                          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, 2001 and the related statements of
operations, changes in stockholders' equity and cash flows for the year then
ended and for the period from January 26, 1998 (inception) through April 30,
2001. 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. The financial statements of Banner Holding Corp.
as of April 30, 2000, were audited by other auditors whose report dated August
14, 2000, on those statements included an explanatory paragraph that described
the substantial doubt about the Company's ability to continue as a going concern
discussed in Note 2 to the financial statements.

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 April 30, 2001 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, 2001, and the
results of its operations and its cash flows for the year then ended and for the
period from January 26, 1998 (inception) through April 30, 2001 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 $43,930 since inception and a working capital deficiency of $30,793 as of
April 30, 2001. 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.

                                              /s/ Earl M. Cohen
                                              Earl M. Cohen, C.P.A., P.A.
                                              2505 N.W. Boca Raton Blvd., #202
                                              Boca Raton, Florida  33431


August 9, 2001
Boca Raton, Florida
                                       F-1


<PAGE>


                              BANNER HOLDING CORP.
                          (A Development Stage Company)
                                  BALANCE SHEET
                                 APRIL 30, 2001



                                     ASSETS

CURRENT ASSETS
 Cash                                                     $     172
 Cash - restricted                                           47,220
 Prepaid expenses                                               940
                                                             ------

         Total Current Assets                                48,332

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

TOTAL ASSETS                                               $114,404
                                                           ========



                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
 Accounts payable and accrued expenses                     $ 26,905

COMMON STOCK SUBJECT TO REDEMPTION                           52,220

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY                                         35,279
                                                             ------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                 $114,404
                                                           ========




                Read accompanying Notes to Financial Statements.
                                  F-2


<PAGE>



                              BANNER HOLDING CORP.
                          (A Development Stage Company)
                            STATEMENTS OF OPERATIONS
                       YEARS ENDED APRIL 30, 2001 AND 2000
                                       AND
         PERIOD FROM JANUARY 26, 1998 (INCEPTION) THROUGH APRIL 30, 2001

  <table>
<caption>


                                                                                 January 26, 1998
                                              Year Ended        Year Ended          (Inception)
                                             April 30,         April 30,           To April 30
                                                 2001              2000                2001
                                                 ----              ----                ----
 
                                           <c>              <c>                 <c>
REVENUES                                     $   -              $   -               $   -

EXPENSES
 General and administrative                    24,682              11,290              43,930
                                               ------              ------              ------

NET LOSS                                     $(24,682)           $(11,290)           $(43,930)
                                              ========            ========            ========

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

WEIGHTED AVERAGE NUMBER OF
 SHARES OUTSTANDING                          3,166,575           3,000,000
                                             =========           =========








</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, 2001
  <table>
  <caption>
                                                                                             Deficit
                                                                                           Accumulated
                                                        Common Stock          Additional    During the
                                                      Number of    Par         Paid-In      Development   Stockholder
                                                       Shares      Value       Capital        Stage        Receivable     Total
                                                       ------      -----       --------     ----------     ------------   -----

                                                   <c>         <c>           <c>          <c>            <c>          <c>
  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
                                                      =========   =======       =======      ========        ======      =======

  </table>

                Read accompanying Notes to Financial Statements.
                                       F-4


<PAGE>


                              BANNER HOLDING CORP.
                          (A Development Stage Company)
                             STATEMENTS OF CASH FLOW
                       YEARS ENDED APRIL 30, 2001 AND 2000
                                       AND
         PERIOD FROM JANUARY 26, 1998 (INCEPTION) THROUGH APRIL 30, 2001
<table>
<caption>
                                                                             January 26, 1998
                                                Year Ended     Year Ended      (Inception)
                                               April 30,      April 30,        To April 30
                                                   2001           2000             2001
                                                   ----           ----             ----

                                             <c>            <c>                <c>
CASH FLOWS FROM OPERATING
 ACTIVITIES:
  Net (loss)                                    $(24,682)      $(11,290)          $(43,930)
  Adjustments to reconcile
   net loss to cash provided
   by (used in) operating
   activities:
    Noncash charge for general
     and administrative expenses                   6,000          6,000             19,500
   (Increase) in prepaid
     expenses                                       (940)           -                 (940)
    Increase in accounts
     Payable                                       3,875          5,970             26,905
                                                   ------         -----             ------

NET CASH PROVIDED BY (USED IN)
 OPERATING ACTIVITIES                            (15,747)           680              1,535
                                                 -------          -----              -----

CASH FLOWS FROM FINANCING
 ACTIVITIES:
 Increase in deferred offering
  Costs                                              -          (37,318)           (82,590)
 Proceeds of stockholder
  Receivable                                         -            9,583             29,528
 Sale of common stock and
  contribution of capital                         60,775         26,452             96,699
 Restricted cash for common
  stock subject to redemption                    (45,000)          -               (45,000)
                                                  -------         ------            -------

NET CASH PROVIDED BY (USED IN)
 FINANCING ACTIVITIES                             15,775         (1,283)            (1,363)
                                                   ------         ------             ------

NET INCREASE (DECREASE) IN CASH                       28           (603)               172

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

CASH - ENDING                                   $    172        $   144           $    172
                                                ========        =======           ========

</table>



                Read accompanying Notes to Financial Statements.
                                       F-5


<PAGE>


                              BANNER HOLDING CORP.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                             APRIL 30, 2001 AND 2000

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.

                  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.

                  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.

                                       F-6


<PAGE>


                              BANNER HOLDING CORP.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                             APRIL 30, 2001 AND 2000

NOTE 2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

                  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, 2001, the Company has a net operating loss
                  carryforward for income tax purposes of approximately $24,400
                  expiring through April 30, 2021, available to offset future
                  taxable income. No deferred income 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:
                                                                2001     2000
                                                                ----     ----

                   Net operating loss carryforward            $8,300    $7,000
                   Less: Valuation allowance                  (8,300)   (7,000)
                                                              ------    ------

                   Net deferred income tax asset              $ -       $ -
                                                              ======    ======

                  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                                              (34.00)%
                    State tax (benefit), net of federal
                     benefit                                              (3.63)
                    Valuation allowance                                   37.63
                                                                          -----

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

                                       F-7


<PAGE>


                              BANNER HOLDING CORP.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                             APRIL 30, 2001 AND 2000

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, 2001 and 2000, 3,200,000 (including
                  200,000 shares subject to redemption) and 3,000,000 shares
                  were issued and outstanding, respectively. 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 April 30, 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. On October 3, 2000,
                  $5,000 was withdrawn from the escrow account.

                  If proceeds from 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 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.

                                       F-8


<PAGE>


                              BANNER HOLDING CORP.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                             APRIL 30, 2001 AND 2000


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, 2001 and 2000,
                  $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, 2001 and 2000, a company
                  owned by the majority stockholders advanced $10,775 and
                  $26,452, respectively. These advances 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 $43,930 since inception and has a working capital
                  deficit of $30,793 as of April 30, 2001. 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 4 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.

                                       F-9