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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 10-QSB

                   Quarterly Report Under Section 13 or 15(d)
                     of the Securities Exchange Act of 1934

                   For the quarterly period ended May 31, 2001

                             Commission File Number
                                    000-29979

                               LIEGE HOLDING, INC.
                 (Name of Small Business Issuer in its charter)

          FLORIDA                                                65-0910698
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)

         120 N. U.S. Highway One                                   33469
         Suite 100                                               (Zip Code)
         Tequesta, FL
(Address of principal executive offices)

                    Issuer's telephone number: (561) 747-0244
                                               --------------

Check whether the issuer: (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act 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.

                            [X] Yes          [ ] No

         As of April 30, 2001 the issuer had 3,000,000 shares of $.001
                      par value common stock outstanding.


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                                      INDEX

PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

         Condensed Balance Sheet
         May 31, 2001                                                        2

         Condensed Statement of Operations
         Three months ended May 31, 2001                                     3

         Condensed Statement of Cash Flows
         Three months ended May 31, 2001                                     4

         Notes to Financial Statements                                       5

Item 2.  Plan of Operation                                                   7



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                               LIEGE HOLDING, INC.
                          (A Development Stage Company)
                             CONDENSED BALANCE SHEET
                                  MAY 31, 2001
                                   (Unaudited)

                                     ASSETS

CURRENT ASSETS
 Cash                                                            $    4
                                                                 ======




                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)


CURRENT LIABILITIES
 Accounts payable                                               $ 3,007
 Due to affiliate                                                 2,100
                                                                -------

         Total Current Liabilities                                5,107
                                                                -------

STOCKHOLDERS' EQUITY (DEFICIT)
 Common stock, $.001 par value, 50,000,000
  shares authorized, 3,000,000 shares
  issued and outstanding                                          3,000
 Deficit accumulated during the development
  stage                                                          (8,103)
                                                                -------

         Total Stockholders' Equity (Deficit)                    (5,103)
                                                                -------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
 (DEFICIT)                                                      $     4
                                                                =======


                Read accompanying Notes to Financial Statements.

                                       2
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                               LIEGE HOLDING, INC.
                          (A Development Stage Company)
                       CONDENSED STATEMENTS OF OPERATIONS
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                             Period From
                                                                           March 22, 1999
                                   Three Months         Three Months         (Inception)
                                   Ended May 31,        Ended May 31,      Through May 31,
                                      2001                 2000                 2001
                                   -------------        -------------      ---------------

<S>                                   <C>                 <C>                  <C>
REVENUES                              $    --             $    --              $    --

EXPENSES
 General and administrative             2,171               2,329                8,103
                                      -------             -------              -------

NET (LOSS)                            $(2,171)            $(2,329)             $(8,103)
                                      =======             =======              =======

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


WEIGHTED AVERAGE NUMBER OF
 SHARES OUTSTANDING                 3,000,000           1,000,000            1,595,186
                                    =========           =========            =========

</TABLE>


                Read accompanying Notes to Financial Statements.

                                       3
<PAGE>   5



                               LIEGE HOLDING, INC.
                          (A Development Stage Company)
                        CONDENSED STATEMENTS OF CASH FLOW
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                 Period From
                                                                                March 22, 1999
                                          Three Months       Three Months        (Inception)
                                          Ended May 31,      Ended May 31,      Through May 31,
                                              2001               2000              2001
                                          -------------      -------------      ---------------
<S>                                         <C>                <C>                <C>
CASH FLOWS FROM OPERATING
 ACTIVITIES:
  Net (loss)                                $(2,171)           $(2,329)           $(8,103)
  Adjustments to reconcile net
   loss to net cash used in
   operating activities:
    Increase in accounts payable              2,021              1,479              3,007
                                            -------            -------            -------

NET CASH USED IN OPERATING
 ACTIVITIES                                    (150)              (850)            (5,096)
                                            -------            -------            -------

CASH FLOWS FROM FINANCING
 ACTIVITIES:
 Increase in amount due to
  affiliate                                     150                 --              2,100
 Proceeds from issuance of
  common stock                                   --                 --              3,000
                                            -------            -------            -------

NET CASH PROVIDED BY FINANCING
 ACTIVITIES                                     150                 --              5,100
                                            -------            -------            -------

NET INCREASE (DECREASE) IN CASH                  --               (850)                 4

CASH - BEGINNING                                  4              1,000                 --
                                            -------            -------            -------

CASH - ENDING                               $     4            $   150            $     4
                                            =======            =======            =======

</TABLE>

                Read accompanying Notes to Financial Statements.

                                       4
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                               LIEGE HOLDING, INC.
                          (A Development Stage Company)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                  MAY 31, 2001

NOTE 1.           ORGANIZATION

                  Liege Holding, Inc. was incorporated on March 22, 1999 under
                  the laws of the State of Florida and has a fiscal year ending
                  February 28. 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. Since
                  inception, the Company has been dependent upon capital
                  investment or other financing to fund its activities.

NOTE 2.           SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

                  BASIS OF PRESENTATION

                  The accompanying condensed financial statements are unaudited.
                  These statements have been prepared in accordance with the
                  rules and regulations of the Securities and Exchange
                  Commission (SEC). Certain information and footnote disclosures
                  normally included in financial statements prepared in
                  accordance with generally accepted accounting principles have
                  been condensed or omitted pursuant to such rules and
                  regulations. In the opinion of management, all adjustments
                  (which include only normal recurring adjustments) considered
                  necessary for a fair presentation have been included. These
                  financial statements should be read in conjunction with the
                  Company's financial statements and notes thereto for the
                  period ended February 28, 2001, included in the Company's Form
                  10K-SB as filed with the SEC.

                  LOSS PER SHARE

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

                  USE OF ESTIMATES

                  Management uses estimates and assumptions in preparing
                  financial statements in accordance with generally accepted
                  accounting principles. Those estimates and assumptions


                                      5
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                               LIEGE HOLDING, INC.
                          (A Development Stage Company)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                  MAY 31, 2001

NOTE 2.           SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

                  USE OF ESTIMATES (CONTINUED)

                  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.           CAPITAL STOCK

                  The Company had originally authorized 1,000,000 common shares
                  with a par value of $.01 per share. On July 12, 1999, the
                  Articles of Incorporation were amended to authorize 5,000,000
                  preferred shares and to increase the number of authorized
                  common shares to 25,000,000, each with a par value of $.01 per
                  share. On December 1, 1999, the Articles of Incorporation were
                  amended again to increase the number of authorized common
                  shares to 50,000,000, to eliminate the preferred shares and to
                  decrease the par value of the common shares to $.001 per
                  share. As of May 31, 2001, 3,000,000 common shares were issued
                  and outstanding.


                                      6



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ITEM 2. PLAN OF OPERATION

Liege Holding, Inc., ("Company"), became a registered public company on May 16,
2000. Since that time, the Company has been seeking 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. The
Company may participate in a business venture of virtually any kind. This plan
of operation is purposely general in describing the Company's virtually
unlimited discretion in selecting and structuring potential business
acquisitions.

The Company has no full time employees. 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.

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 giving
due consideration to its predetermined criteria as outlined in detail in
previous reports.

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 each on an individual basis. 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. As stated above and in previous reports, the Company may
participate in a business combination of virtually any kind, structured in
accordance with advice of counsel.

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.

                                       7
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WRITTEN AGREEMENT. The written agreements executed in consummation of an
acquisition or merger will be prepared by legal counsel and are subject to
predetermined pre- and post-closing conditions.

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.


                                       8

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                                  SIGNATURES

        In accordance with the requirements of the Exchange Act, the registrant
has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

                                            LIEGE HOLDING, INC.
                                                (Registrant)


Date: July 13, 2001                         By: /s/ Vicki J. Lavache
                                                --------------------------------
                                                Vicki J. Lavache
                                                  President and Chief
                                                  Executive Officer





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