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, 2002

                             Commission File Number
                                    000-29979
                               LIEGE HOLDING, INC.
                 (Name of Small Business Issuer in its charter)

                                     FLORIDA
                         (State or other jurisdiction of
                         incorporation or organization)

                                   65-0910698
                      (I.R.S. Employer Identification No.)

                              38 Hartman Hills Road
                                 Huntington, NY
                    (Address of principal executive offices)

                                      11743
                                   (Zip Code)

                    Issuer's telephone number: (631) 367-7450
                        --------------------------------

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 June 30, 2002 the issuer had 3,000,000 shares of $.001
                       par value common stock outstanding.


<PAGE>


                                      INDEX

PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

         Balance Sheet
         May 31, 2002                                                  3

         Statement of Income
         Three months ended May 31, 2002                               4

         Statement of Cash Flows
         Three months ended May 31, 2002                               5

         Notes to Financial Statements                                 6

Item 2.  Plan of Operation                                             7



<PAGE>



F.X. DUFFY & CO.
CERTIFIED PUBLIC ACOUNTANT
4265 KELLY DRIVE
PHILADELPHIA, PA  19129-1722
215-438-8400 - Fax 215-438-9630




                               ACCOUNTANT'S REPORT


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

We have compiled the accompanying balance sheets of Liege Holding, Inc. (a
corporation) as of May 31, 2002, and the related statements of income, and
retained earnings for the three months then ended, in accordance with Statements
on Standards for Accounting and Review Services issued by the American Institute
of Certified Public Accountants.

A compilation is limited to presenting in the form of financial statements
information that is the representation of management. We have not audited or
reviewed the accompanying financial statements and, accordingly do not express
an opinion or any other assurance on them.

Management has elected to omit substantially all of the disclosures and the
statement of cash flows required by generally accepted accounting principles. If
the omitted disclosures and the statement of cash flows were included in the
financial statements, they might influence the user's conclusions about the
Company's financial position, results of operations and cash flows. Accordingly,
these financial statements are not designed for those not informed about such
matters.

                                                           /s/F. X. Duffy & Co.
                                                           --------------------
                                                          F.X. Duffy & Co.
November 12, 2002



<PAGE>


                               LIEGE HOLDING, INC.

                                  BALANCE SHEET
                               AS OF MAY 31, 2002


                                     ASSETS
                                      -----

      CURRENT ASSETS:
      --------------

      Cash on Hand                                    $   0

      TOTAL CURRENT ASSETS                                0


      TOTAL ASSETS                                    $   0
                                                       ===

                       LIABILITIES AND STOCKHOLDERS' EQUITY
                        ---------------------------------

      LIABILITIES:
      ----------

      TOTAL LIABILITIES                                $  0

      STOCKHOLDERS' EQUITY:

      Common Stock (Par Value .001(cent))      3,000
      Additional Paid in Capital               2,932
      Retained Earnings                       (5,932)
                                               ------

      TOTAL STOCKHOLDERS' EQUITY                          0
                                                        ---

      TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY      $  0
                                                       ===




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



<PAGE>


                               LIEGE HOLDING, INC.

                               STATEMENT OF INCOME
                     FOR THE THREE MONTHS ENDED MAY 31, 2002





       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>


                               LIEGE HOLDING, INC.

                             STATEMENT OF CASH FLOWS
                     FOR THE THREE MONTHS ENDED MAY 31, 2002


CASH FLOWS FROM OPERATING ACTIVITIES:
         Payment of Accounts Payable                              $ (  986)
         Payments on Amounts Due to Affiliate                       (1,950)

         NET CASH USED BY OPERATING ACTIVITIES                   $  (2,936)
                                                                    -------

CASH FLOWS FROM INVESTING ACTIVITIES:
         Additional Paid in Capital                                  2,932

         NET CASH PROVIDED BY INVESTING ACTIVITIES                   2,932
                                                                    ------

CASH FLOWS FROM FINANCING ACTIVITIES:

         NET CASH USED BY FINANCING                                      0
                                                                     -----

NET DECREASE IN CASH                                                    (4)

CASH AT BEGINNING OF PERIOD                                              4
                                                                     -----

         CASH AT THE END OF PERIOD                                 $     0
                                                                     -----






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





<PAGE>


                               LIEGE HOLDING, INC.

                          NOTES TO FINANCIAL STATEMENT
                     FOR THE THREE MONTHS ENDED MAY 31, 2002


     1.  ORGANIZATION AND NATURE OF BUSINESS

         Liege  Holding,  Inc. was  incorporated  on March 22, 1999,  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.
         The Company's  headquarters is in Tequesta, Florida.  Since its
         inception,  the Company  has been  dependant  upon  capital
         investment  or other  financing  to fund its activities.

         On April 1, 2002, Richard Melius acquired all of the outstanding common
         stock of the Company and is the sole shareholder.

     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 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. A total of 3,000,000 common shares were issued and outstanding
         as of May 31, 2002.




<PAGE>



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.

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.


                                   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: December 5, 2002                               By: /s/ Richard Melius
                                                         Richard Melius
                                                         President and Chief
                                                         Executive Officer