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 DECEMBER 31, 2001

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

                        COMMISSION FILE NUMBER 000-29271

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

              Florida                                        65-0918833
(State or jurisdiction of incorporation or  (I.R.S. Employer Identification No.)
organization,)


                       120 N. U.S. Highway One, Suite 100
                               Tequesta, FL 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 $.001 Par Value
                                (Title of Class)

         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 February 28, 2002, there were 3,000,000 shares of common stock
outstanding. There were no sales of equity stock to non-affiliates.



                       DOCUMENTS INCORPORATED BY REFERENCE
                                      None



<page>

<PAGE>


                                     PART I

Item 1.  Description of Business

Zenith Holding Corp. was incorporated in the State of Florida on January 26,
1998 for the purpose of engaging in any lawful activity. The Company became a
registered public company on April 1, 2000, following a 10-SB filing with the
Securities and Exchange Commission. At present the Company can be defined as a
"shell" company whose sole purpose is to locate and consummate a merger or
acquisition with a private company. Its officers and directors allocate a
portion of their time to the activities of the Company without compensation. The
Company has minimal capital, operating costs limited to legal, accounting, and
reporting-related fees, and does not expect to make any acquisitions of
property. The Company's purpose is to acquire an interest in a business desiring
to take advantage of the perceived benefit inherent to an Exchange Act
registered corporation. The Company's search is ongoing and is not restricted to
any specific business, industry, or geographic location.

Item 2.  Description of Property

The Company does not own any real property and does not intend to make any such
acquisitions in the near future.

Item 3.  Legal Proceedings

Zenith is not subject to any pending litigation, legal proceedings or claims.

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

None.

Item 5.  Market for Common Equity and Related Stockholder Matters

There is no trading market for the Company's Common Stock at present and there
has been no trading market to date. Management has not undertaken any
discussions, preliminary or otherwise, with any prospective market maker
concerning the participation of such market maker in the aftermarket for the
Company's securities and management does not intend to initiate any such
discussions until such time as the Company has consummated a merger or
acquisition. There is no assurance that a trading market will ever develop or,
if such a market does develop, that it will continue.

(a)      Market Price.  The Company's Common Stock is not quoted at the present
         time.
(b)      Holders. There are two shareholders of record of the Company's Common
         Stock. All of the issued and outstanding shares of the Company's Common
         Stock were issued in accordance with the exemption from registration
         afforded by Section 4(2) of the Securities Act of 1933. The shares as
         issued are restricted under Rule 144.
(c)      Dividends.  The Company has not paid dividends to date, and has no
         plans to do so in the immediate future.

<page>



Item 6.  Plan of Operation

This plan of operation is purposely general in describing the Company's
virtually unlimited discretion in selecting and structuring potential business
acquisitions. The Company may participate in a business venture of virtually any
kind.

Identifying Target Companies. The Company's officers and directors,
shareholders, its legal counsel or other professional associates may introduce
prospective business opportunities. Entities to be considered may include old or
new companies that wish to use the public marketplace to raise capital to expand
into new products or markets, to develop a new product or service, or for other
corporate purposes. Management will analyze feasibility of opportunities
considering such matters as:

-technical, financial, managerial resources
-working capital and other financial requirements
-history of operations, if any
-prospects for the future
-nature of present and expected competition
-quality and depth of management
-potential for further research, development or exploration
-risk factors
-growth potential
-profit potential

Officers and directors of the Company will meet with management and key
personnel of the target entity and will utilize written reports as well as
personal investigation to evaluate the above factors. The Company will not
acquire or merge with any entity for which audited financial statements cannot
be obtained within a reasonable period of time.

Business Combination. In implementing a structure for a particular business
acquisition, 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.

The Company may obtain funds in one or more private placements to finance the
operation of an acquired business opportunity after such time as the Company has
successfully consummated such a merger or acquisition.

It is likely that any securities issued in any reorganization will be issued in
reliance upon exemption from registration under applicable federal and state
securities laws. However, the Company may agree to register all or part of such
securities depending upon terms of the transaction. If substantial additional
securities are issued and subsequently sold into any trading market, the value
of the Company's securities may be diluted.

Written Agreement. The written agreements executed in consummation of an
acquisition or merger 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

Because the Company is subject to all the reporting requirements included in the
Exchange Act, it is 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 candidate, the proposed
transaction will be voidable at the discretion of present Company management.

Disclosure to Stockholders. The Company's Board of Directors will provide the
Company's shareholders with a proxy or information statement containing complete
disclosure documentation concerning a potential business opportunity structure.
Such documentation will include financial statements of target entity, and/or
assurances of value of the target entity assets.

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.

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

The directors and officers of the Company are as follows:

Name                   Age                   Position

Vicki J. Lavache       54        President, Secretary, Treasurer and Director

John M. O'Keefe, Jr.   34        Director

Messrs. O'Keefe, Jr. and Lavache may be considered "promoters" of the Company.
John M. O'Keefe, Sr. is an affiliate of the Company and a "promoter" of the
Company.

The above listed officer(s) and directors will serve until the next annual
meeting of the shareholders or until their death, resignation, retirement,
removal, or disqualification, or until their successors have been duly elected
and qualified. There is no family relationship between any executive officer and
the directors of the Company.

There are no arrangements, agreements or understandings between non-management
shareholders and management under which nonmanagement shareholders may, directly
or indirectly, participate in or influence the management of the Company's
affairs.

Resumes
Ms. Lavache serves as secretary/treasurer of Merit First, Inc., an investment
banking firm in Tequesta, Florida which was formed in June 1996, that
specializes in advising development stage enterprises concerning finance. Prior
to that, she served as secretary of Eutro Group Holding, Inc.(1995), a
publicly-traded company located in Jupiter, Florida in the medical diagnostic
business. From 1986 through 1999 she owned Executive Line Business Services,
Inc. in Jupiter, Florida, a private company which provides secretarial,
bookkeeping and other business services to select clientele.

Mr. O'Keefe, Jr. serves as Vice President of Merit First, Inc.  Previously he
was the owner/operator of a courier service in Palm Beach County, Florida
(1995-1998).  Prior to that he managed retail stores for Disney and The Gap.

Other "Blind Pool" Experience.

Ms. Vicki Lavache, President, Secretary/Treasurer and a director of the Company
, is secretary/treasurer and a director of Banner Holding Corp., a
"blank check" company ("Banner"), which filed a registration statement in
September 1998 with the Securities and Exchange Commission ("SEC"), pursuant
to the Securities Act of 1933, as amended (the "Offering"). Ms. Lavache and
John O'Keefe, Jr. also serve as directors of reporting companies Liege Holding,
Inc. and Haven Holding, Inc.

Item 10.  Executive Compensation

None of the Company's officers and/or directors receives any compensation for
their respective services rendered unto the Company, nor have they received such
compensation in the past. They all have agreed to act without compensation until
authorized by the Board of Directors, which is not expected to occur until the
Company has generated revenues from operations after consummation of a merger or
acquisition. As of the date of this registration statement, the Company has no
funds available to pay directors. Further, the directors are not accruing any
compensation pursuant to any agreement with the Company.

Item 11.  Security Ownership of Certain Beneficial Owners and Management

                                                  Amount and            Percent
                    Name and Address              Nature of                Of
Title of Class    Of Beneficial Owner            Beneficial Owner        Class
                  -------------------           ----------------          -----

Common            Merit First, Inc.               3,000,000               100%
                  120 N. U.S.One, #100
                  Tequesta, FL  33469


         The Company has no warrants, options, rights, conversion privileges, or
similar obligations in effect.

Item 12.  Certain Relationships and Related Transactions.

There have been no related party transactions, or any other transactions or
relationships required to be disclosed pursuant to Item 404 of Regulation S-B.

<page>


Item 13.  Exhibits and Reports on Form 8-K

(a)      Financial Statements - December 31, 2001
         Table of Contents                                               i
         Report of Independent Public Accountant                        F-1
         Balance Sheet                                                  F-2
         Statement of Operations                                        F-4
         Statement of Changes in Stockholders' Equity                   F-5
         Statement of Cash Flows                                        F-6
         Notes to Financial Statements                                  F-7

(b)      Reports on Form 8-K

         None


                                   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.

                                                      ZENITH HOLDING CORP.

                                                      By:  /s/ Vicki J. Lavache
                                                        Vicki J. Lavache
                                                        President


November 20, 2002



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<PAGE>







                                TABLE OF CONTENTS





Accountant's Report                                                    Page F-1


FINANCIAL STATEMENTS

Balance Sheet - Assets                                                 Page F-2

Balance Sheet - Liabilities and Stockholders' Equity                   Page F-3

Statement of Income                                                    Page F-4

Statement of Changes in Shareholders` Equity                           Page F-5

Statement of Cash Flows                                                Page F-6

Notes to Financial Statements                                          Page F-7














                                        i

<PAGE>


                                F.X. DUFFY & CO.
CERTIFIED PUBLIC ACCOUNTANT
4265 KELLY DIRVE
PHILADELPHIA, PA 19129-1722
215-438-8400 - FAX: 215-438-9630


INDEPENDENT AUDITOR'S REPORT


Board of Directors
Zenith Holding, Inc.
38 Hartman Hills Road
Huntingdon, NY 11743

We have audited the accompanying balance sheet of Zenith Holding, Inc. as of
December 31, 2001, and the accompanying statements of income and cash flows for
the twelve months then ended at our offices in Philadelphia, Pennsylvania. 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 generally accepted auditing standards
and Government Auditing Standards, issued by the Comptroller General of the
United States. Those standards require that we plan and perform the audit to
obtain reasonable assurances 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 audits provide 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 Zenith Holding, Inc. as of
December 31, 2001, and the results of its operations and its cash flows and its
(analysis of net worth/changes in stockholders' equity) for the year then ended
in conformity with generally accepted accounting principles.

Our audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. Such information has been subjected to
the auditing procedures applied in the audit of the basic financial statements
and, in our opinion, is fairly stated in all material respects in relation to
the financial statements taken as a whole.

                                                              F. X. DUFFY & CO.
                                                             -----------------
                                                              F. X. Duffy & Co.
November 12, 2002
                                    Page F-1
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<PAGE>




                              ZENITH HOLDING, INC.

                                  BALANCE SHEET

                             AS OF DECEMBER 31, 2001


                                     ASSETS



CURRENT ASSETS:

Cash on Hand                                                     $          70

TOTAL CURRENT ASSETS                                                        70


TOTAL ASSETS                                                     $          70
                                                                         ======









                 The accompanying notes are an integral part of
                           the financial statements.

                                    Page F-2

<page>

<PAGE>


ZENITH HOLDING, INC.

                                  BALANCE SHEET

                             AS OF DECEMBER 31, 2001



                                    LIABILITIES AND STOCKHOLDERS' EQUITY


LIABILITIES:

Accounts Payable                               1,085
Due to Affiliate                               2,900

TOTAL LIABILITIES                                               $        3,985


STOCKHOLDERS' EQUITY:

Common Stock                                   3,000
Retained Earnings                           (  6,915)

TOTAL STOCKHOLDERS' EQUITY                                              (3,915)
                                                                        -------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                     $             70
                                                                        =======















                 The accompanying notes are an integral part of
                           the financial statements.

                                    Page F-3

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<PAGE>


                              ZENITH HOLDING, INC.

                               STATEMENT OF INCOME

                  FOR THE TWELVE MONTHS ENDED DECEMBER 31, 2001






SALES                                                               $         0


TOTAL COST OF GOODS SOLD                                                      0


OPERATING EXPENSES:


TOTAL OPERATING EXPENSES                                                      0


NET LOSS                                                            $         0
                                                                        -------











                 The accompanying notes are an integral part of
                           the financial statements.

                                    Page F-4



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<PAGE>


                              ZENITH HOLDING, INC.

                  STATEMENTS OF CHANGES IN STOCKHOLDERS-EQUITY

              FOR THE PERIOD JANUARY 1, 2001 THRU DECEMBER 31, 2001

<table>
<caption>


                <c>         <c>       <c>           <c>
                                 Common Stock                Deficit
                           # Of Shares    Par Value        Accumulated            Total

Common Shares as of
January 1, 2001:           3,000,000      $ 3,000            $    0              $ 3,000

Deficit Accumulated
Retained Earnings
As of
January 1, 2001:                                             (6,915)              (6,915)
                                                              ------              ------

Balance
as of
January 1, 2001:           3,000,000     $ 3,000            $     0               $ 3,000
                           ---------      ------

Net income (loss)
during year:                                                      0                      0
                                                              ------                 -----

Balance
as of
December 31, 2001:        3,000,000     $ 3,000              $(6,915)              $ (3,915)
                          =======        =======               =====                 =====

</table>


                 The accompanying notes are an integral part of
                           the financial statements.

                                    Page F-5

<page>


<PAGE>


                              ZENITH HOLDING, INC.

                             STATEMENT OF CASH FLOWS

                  FOR THE TWELVE MONTHS ENDED DECEMBER 31, 2001


CASH FLOWS FROM OPERATING ACTIVITIES:


        NET CASH USED BY OPERATING ACTIVITIES                            $   0
                                                                         ------


CASH FLOWS FROM INVESTING ACTIVITIES:

        NET CASH PROVIDED BY INVESTING ACTIVITIES                             0
                                                                         ------

CASH FLOWS FROM FINANCING ACTIVITIES:

        NET CASH USED BY FINANCING                                            0
                                                                         ------


NET DECREASE IN CASH                                                          0


CASH AT THE BEGINNING OF PERIOD                                              70
                                                                         ------


        CASH AT THE END OF PERIOD                                         $  70
                                                                         ======

















                 The accompanying notes are an integral part of
                           the financial statements.

                                    Page F-6

<page>


<PAGE>




                              ZENITH HOLDING, INC.

                          NOTES TO FINANCIAL STATEMENT

                  FOR THE TWELVE MONTHS ENDED DECEMBER 31, 2001


1.  ORGANIZATION AND NATURE OF BUSINESS

Zenith Holding, Inc. was incorporated on January 26,1998, under the laws of the
State of Florida. The `Company' is a shell company, the purpose of which is to
seek and consummate a merger or acquisition. Since its inception, the Company
has been dependant upon capital investment or other financing to fund its
activities.

2.  RELATED PARTY TRANSACTIONS

Due to Affiliate

Due to affiliate represents non-interest bearing advances from the stockholder
for operating expenses.

3.  CAPITAL STOCK

The Company had originally authorized 25,000,000 common shares and 5,000,000
preferred shares each with a par value of $ .01 per share. On December 13, 1999,
the Articles of Incorporation were amended to increase the number of authorized
common shares to 50,000,000, and to eliminate the preferred shares and to
decrease the par value of the common shares to $ .001 per share. As of December
31, 2001, 3,000,000 common shares were issued and outstanding.












                 The accompanying notes are an integral part of
                           the financial statements.

                                    Page F-7