<PAGE> 1
Exhibit 2
Earl M. Cohen, C.P.A., P.A.
Certified Public Accountant
2505 N.W. Boca Raton Blvd., Suite 202
Boca Raton, Florida 33431
Tel: (561) 347-1608 Fax: (561) 417-9984
December 11, 2000
Ms. Vicki Lavache
Banner Holding Corp.
120 N. U.S. Highway One, #100
Tequesta, FL 33469
Dear Vicki:
This letter is to confirm our understanding of the terms and objectives of my
reviews of Form 10-QSB for the years ending April 30, 2000 and 2001.
I will review the condensed balance sheets of Banner Holding Corp. as of October
31, 2000 and January 31, July 31 and October 31, 2001 and January 31, 2002, and
the related condensed statements of operations and cash flows for the quarterly
and year-to-date periods then ended, which are to be included in the quarterly
reports on Form 10-QSB to be filed by Banner Holding Corp. under the Security
Exchange Act of 1934.
I will conduct my reviews in accordance with the professional statements set
forth in Statement on Auditing Standards No. 71 issued by the American Institute
of Certified Public Accountants. My procedures will be substantially less in
scope than an audit of financial statements performed in accordance with
generally accepted auditing standards, and accordingly, I will not express an
opinion on the Company's quarterly financial information. My review will consist
primarily of inquireis of company personnel and analytical procedures applied to
financial data, and I will require a representation letter from management. It
should be understood that the management of Banner Holding Corp. is responsible
for the representations contained in the Company's quarterly financial
information. A review does not contemplate tests of controls or accounting
records, tests of responses to inquiries by obtaining corroborating evidential
matter, and certain other procedures ordinarily performed during an audit. Thus,
a review does not provide assurance that I will become aware of all significant
matters that would be disclosed in an audit.
My review cannot be relied upon to disclose errors, fraud, or illegal acts that
may exist. However, to the extent that they come to my attention, I will inform
management about any material errors and any instances of fraud or illegal acts.
Further, to the extent that they come to my attention, I will inform the Audit
Committee or the Board of Directors about fraud and illegal acts that involve
senior
<PAGE> 2
Ms. Vicki Lavache
Banner Holding Corp.
December 11, 2000
Page Two
management, fraud that in my judgement causes a material misstatement of the
interim financial information, and illegal acts, unless clearly inconsequential,
that have not otherwise been communicated to the Audit Committee or the Board of
Directors.
If I become aware of matters during my review that cause me to believe that the
interim financial information, filed or to be filed with the Securities and
Exchange Commission, is probably materially misstated as a result of a departure
from generally accepted accounting principles, I will discuss the matter with
management and, if appropriate, communicate such matters to the Audit Committee
or the Board of Directors.
As agreed, I will not issue a written report upon completion of each review.
However, I will inform you if I am awre of any material modifications that
should be made to the quarterly financial information for it to be in conformity
with generally accepted accounting principles. Should conditions not now
foreseen preclude me from completing a review, I will advise you and the Audit
Committee or the Board of Directors promptly.
The fee for each quarterly review is based upon an hourly rate of $100. Based
upon a preliminary review of the interim financial statements for the quarter
ended July 31, 2000, I estimate the fee for each quarterly review to range
between $300 and $500. This estimate is also based on the assumption that
unexpected circumstances will not be encountered during the review. If it
subsequently appears that circumstances require an increase in this estimate, I
will inform you as soon as possible.
I appreciate the opportunity to be of service to you and believe this letter
accurately summarizes the significant terms of my engagement. If you have any
questions, please do not hesitate to call me. If you agree with the terms of my
engagement as described in this letter, please sign the enclosed copy and return
it to me.
Sincerely,
/s/ Earl Cohen
Earl M. Cohen, C.P.A.
Approved:
By: /s/ John O'Keefe
Title: President
Date: 12/12/2000
MEMBER
American Institute of Certified Public Accountants
Florida Institute of Public Accountants
