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, 2003

[ ] 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 July 31, 2003,  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

                                                                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,  2003 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  $48,738 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  $52,300.
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                      61     President/Treasurer, Director
Vicki J. Lavache                     56     Secretary, 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,  2003 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, 2003

         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

         Exhibits
       99.0
(b)      Reports on Form 8-K
             None

Item 14.  Controls and Procedures


     The Company maintains  disclosure controls and procedures that are designed
     to ensure  that  information  required  to be  disclosed  in the  Company's
     Securities  Exchange Act reports is  recorded,  processed,  summarized  and
     reported  within the time  periods  specified in the SEC's rules and forms,
     and that such  information is accumulated and communicated to the company's
     management,  including  its Chief  Executive  Officer  and Chief  Financial
     Officer,  as  appropriate,  to allow timely  decisions  regarding  required
     disclosure.  In  designing  and  evaluating  the  disclosure  controls  and
     procedures,  management  recognized  that any controls and  procedures,  no
     matter  how  well  designed  and  operated,  can  provide  only  reasonable
     assurance of  achieving  the desired  control  objectives,  and  management
     necessarily   was  required  to  apply  its  judgment  in  evaluating   the
     cost-benefit relationship of possible controls and procedures.



     During the 90-day  period prior to the date of this report,  an  evaluation
     was  performed  under the  supervision  and with the  participation  of our
     Company's  management,  including the Chief Executive Officer and the Chief
     Financial Officer,  of the effectiveness of the design and operation of the
     Company's  disclosure controls and procedures.  Based upon that evaluation,
     the Chief  Executive  Officer/Chief  Financial  Officer  concluded that the
     Company's disclosure controls and procedures were effective.  Subsequent to
     the date of this evaluation,  there have been no significant changes in the
     Company's  internal  controls or in other factors that could  significantly
     affect these controls,  and no corrective actions were taken with regard to
     significant deficiencies or material weaknesses in such controls.



                                            BANNER HOLDING CORP.
                                            (A Development Stage Company)

                                                         FINANCIAL STATEMENTS

                                                   APRIL 30, 2003




                                       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-6

 Notes to Financial Statements ........   F-7













Earl M. Cohen, C.P.A., P.A.
2505 N.W. Boca Raton Blvd., 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, 2003 and the related statements
     of operations, changes in stockholders' equity (deficit) and cash flows for
     the years ended April 30, 2003 and 2002 and for the period from January 26,
     1998 (inception) through April 30, 2003. 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,  2003,  and the results of its
     operations  and its cash flows for the years  ended April 30, 2003 and 2002
     and for the period from January 26, 1998 (inception) through April 30, 2003
     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 $134,854  since  inception  and a working  capital  deficiency of
     $26,088  as of  April  30,  2003.  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 26, 2003


                                                      Earl M. Cohen, C.P.A.
                                                       Boca Raton, Florida

                                                                  F-1

                                                BANNER HOLDING CORP.
                                            (A Development Stage Company)
                                                   BALANCE SHEET
                                                   APRIL 30, 2003





                                                       ASSETS

CURRENT ASSETS
 Prepaid expenses                                                  $    940





                               LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
 Accounts payable and accrued expenses                    $ 27,028

STOCKHOLDERS' EQUITY (DEFICIT)                             (26,088)

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)  $    940








                         Read accompanying Notes to Financial Statements.

                                       F-2
                              BANNER HOLDING CORP.
                          (A Development Stage Company)
                            STATEMENTS OF OPERATIONS

                       YEARS ENDED APRIL 30, 2003 AND 2002
                                       AND
         PERIOD FROM JANUARY 26, 1998 (INCEPTION) THROUGH APRIL 30, 2003
<table>

                        <c>            <c>           <c>

                                                                                January 26, 1998
                                   Year Ended         Year Ended         (Inception)
                                 April 30,            April 30,         To April 30
                                   2003                  2002                   2003

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

EXPENSES
 General and administrative           181         90,743       (134,854)

NET LOSS ..................   $      (181)   $   (90,743)   $  (134,854)

LOSS PER SHARE ............   $      --                     $      (.03)

WEIGHTED AVERAGE NUMBER OF
 SHARES OUTSTANDING .......     3,000,000      3,094,795

</table>




                             Read accompanying Notes to Financial Statements.

                                                                  F-3

                              BANNER HOLDING CORP.
                          (A Development Stage Company)
             STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
         PERIOD FROM JANUARY 26, 1998 (INCEPTION) THROUGH APRIL 30, 2003
<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
</table>
                              BANNER HOLDING CORP.
                          (A Development Stage Company)
       STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)(CONTINUED)
         PERIOD FROM JANUARY 26, 1998 (INCEPTION) THROUGH APRIL 30, 2003
<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
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
Net (loss)                                   -         -             -          (90,743)          -        (90,743)

Balance - April 30, 2002                3,000,000    30,000        78,616      (134,673)          -        (26,057)

Contribution to capital                      -         -              150          -            ----           150
Net (loss)                                   -         -             -             (181)          -           (181)

Balance - April 30, 2003                3,000,000   $30,000       $78,766     $(134,854)          -       $(26,088)

</table>


                           ead accompanying Notes to Financial Statements.
                                                                         F-5

                              BANNER HOLDING CORP.
                          (A Development Stage Company)
                            STATEMENTS OF CASH FLOWS
                       YEARS ENDED APRIL 30, 2003 AND 2002
                                       AND
         PERIOD FROM JANUARY 26, 1998 (INCEPTION) THROUGH APRIL 30, 2003
<table>

                                     <c>               <c>              <c>
                                                                                 January 26, 1998
                                                Year Ended       Year Ended         (Inception)
                                               April 30,          April 30,         To April 30
                                                   2003                2002                   2003

CASH FLOWS FROM OPERATING
 ACTIVITIES:
  Net (loss) ...................   $    (181)   $ (90,743)   $(134,854)
  Adjustments to reconcile
   net loss to cash (used in)
   operating activities:
    Noncash charge for general
     and administrative expenses        --          6,000       25,500
    Amortization of deferred
     offering costs ............        --         82,590       82,590
   (Increase) in prepaid
     expenses ..................        --           --           (940)
    Increase in accounts
     payable ...................        --            123       27,028

NET CASH (USED IN) OPERATING
 ACTIVITIES ....................        (181)      (2,030)        (676)

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 ......         150        1,889       98,738
 Restricted cash for common
  stock subject to redemption ..        --           --        (45,000)

NET CASH PROVIDED BY FINANCING
 ACTIVITIES ....................         150        1,889          676

NET (DECREASE) IN CASH .........         (31)        (141)        --

CASH - BEGINNING ...............          31          172         --

CASH - ENDING ..................   $    --      $      31    $    --

</table>
                Read accompanying Notes to Financial Statements.

                              BANNER HOLDING CORP.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                 APRIL 30, 2003



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-7

                              BANNER HOLDING CORP.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                 APRIL 30, 2003


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, 2003, the Company has a net operating loss carryforward for
     income tax purposes of  approximately  $109,000  expiring through April 30,
     2023,  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:


                                                       2003       2002

                   Net operating loss carryforward    $ 20,300   $20,300
                   Less: Valuation allowance           (20,300)  (20,300)

                   Net deferred income tax asset      $   -      $  -

                  During the year ended April 30, 2003, there was no change
in the valuation allowance.


                                                         F-8
                              BANNER HOLDING CORP.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                 APRIL 30, 2003



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,  2003,
     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


                                                         F-9
                              BANNER HOLDING CORP.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                 APRIL 30, 2003



NOTE 4.  CAPITAL STOCK (CONTINUED)

     account  were  returned to the  investor  and the  balance of the  deferred
     offering costs were expensed during the year ended April 30, 2002.


     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.  During the year
     ended April 30, 2003, these charges were discontinued.  For the years ended
     April 30, 2003 and 2002,  $0 and $6,000 has been recorded as an increase in
     general  and  administrative   expenses  and  additional  paid-in  capital,
     respectively.


Loans From Related Party

     During the years  ended  April 30,  2003 and 2002,  a company  owned by the
     majority  stockholders  advanced  and/or paid  general  and  administrative
     expenses of $150 and $1,889,  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
     $134,854 since inception and has a working capital deficit of $26,088 as of
     April 30, 2003.  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
                                                        F-10

                              BANNER HOLDING CORP.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                 APRIL 30, 2003




NOTE 6.  GOING CONCERN (CONTINUED)

     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-11
                                                              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, Sr.
                                        President and Chief Executive Officer



     In accordance  with the  requirements  of the Exchange Act, this report has
     been signed by the following persons on behalf of the registrant and in the
     capacities indicated on March 31, 2003.
                                            By:  /s/John M. O'Keefe
                                John M. O'Keefe, Sr.
                                         President and Chief Executive Officer

September 28, 2003