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 FEBRUARY 28, 2002

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

                        COMMISSION FILE NUMBER 000-29979

                               LIEGE HOLDING, INC.
                 (Name of small business issuer in its charter)

                     Florida                           65-0910698
(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 April 30, 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
                                     PART I

Item 1.  Description of Business

Liege Holding, Inc. was incorporated in the State of Florida on March 22, 1999
for the purpose of engaging in any lawful activity. The Company became a
registered public company on May 16, 2000.  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

Liege 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 is one shareholder 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.


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       55        President, Secretary, Treasurer and Director

John M. O'Keefe, Jr.   35        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 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  Zenith  Holding  Corp.  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. Highway One,
                       Suite 100
                       Tequesta, FL  33469

Common                 All Officers & Directors       0                    0
                       as a Group

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

Item 12.  Certain Relationships and Related Transactions.

On January 15, 2001, Merit First, Inc., an affiliated private company, acquired
all the outstanding shares (3,000,000) of the Company, at which time Liege
Holding, Inc. became a wholly-owned subsidiary of Merit First, Inc.

Item 13.  Exhibits and Reports on Form 8-K

(a)      Financial Statements - February 28, 2002
                  Pages 6 - 12 of this report



(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.

                                                            LIEGE HOLDING, INC.

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


December 3, 2002

                                TABLE OF CONTENTS




Accountant's Report                                     Page F-2


FINANCIAL STATEMENTS

Balance Sheet - Assets                                  Page F-3

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

Statement of Income                                     Page F-4

Statement of Cash Flows                                 Page F-5

Statement of Changes in Shareholders` Equity            Page F-6

Notes to Financial Statements                           Page F-7



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



INDEPENDENT AUDITOR'S REPORT

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

We have audited the  accompanying  balance  sheet of Liege  Holding,  Inc. as of
February 28, 2002, 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 Liege  Holding,  Inc. as of
February 28, 2002,  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.

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

                               LIEGE HOLDING, INC.

                                  BALANCE SHEET
                             AS OF FEBRUARY 28, 2002


                                     ASSETS
                                     ------


CURRENT ASSETS:

Cash on Hand                                                         $  4

TOTAL CURRENT ASSETS                                                    4

TOTAL ASSETS                                                         $  4
                                                                      ===

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


LIABILITIES:

Accounts Payable               986
Due to Affiliate             1,950
                             -----
TOTAL LIABILITIES                                           $  2,936


STOCKHOLDERS' EQUITY:

Common Stock
(Par Value .001(cent))       3,000
Retained Earnings         (  5,932)
                            ------

TOTAL STOCKHOLDERS' EQUITY                                   (2,932)
                                                              -----

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                 $      4
                                                             =======






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

                               LIEGE HOLDING, INC.

                               STATEMENT OF INCOME
                  FOR THE TWELVE MONTHS ENDED FEBRUARY 28, 2002





SALES                                                                  $   0


TOTAL COST OF GOODS SOLD                                                   0


OPERATING EXPENSES:

Legal and Accounting            0
Franchise Fee                   0
                              ---

TOTAL OPERATING EXPENSES                                                   0
                                                                          ---


NET LOSS                                                                $  0
                                                                         ===
















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


                               LIEGE HOLDING, INC.

                             STATEMENT OF CASH FLOWS
                  FOR THE TWELVE MONTHS ENDED FEBRUARY 28, 2002


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                                            4
                                                                         ----

         CASH AT END OF PERIOD                                         $   4
                                                                         ====













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


                               LIEGE HOLDING, INC.

                  STATEMENTS OF CHANGES IN STOCKHOLDERS-EQUITY
               FOR THE PERIOD MARCH 1, 2001 THRU FEBRUARY 28, 2002

<table>
<caption>

<S>                     <C>            <C>                  <C>                  <C>
                                   Common Stock               Deficit
                           # Of Shares   Par Value           Accumulated              Total
                          -------------  --------            ---------                -----

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

Deficit Accumulated
Retained Earnings
As of March 31, 2001:                                          (5,932)               (5,932)
                                                                -----                 -----

Balance as of
March 31, 2001:          3,000,000     $  3,000                $    0                $(2,932)

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

Balance as of
February 28, 2002:      3,000,000    $  3,000                 $(5,932)               $(2,932)
                        =========     =======                  ======                  ======

</table>



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



                               LIEGE HOLDING, INC.

                          NOTES TO FINANCIAL STATEMENT

                  FOR THE TWELVE MONTHS ENDED FEBRUARY 28, 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 January 15, 2001, the affiliated  company  referred to in Note 2 acquired all
of the outstanding common stock of the Company.  As a result, the Company became
a wholly owned subsidiary of the affiliated company.

2. RELATED PARTY TRANSACTIONS

Office Facilities

The Company shares office space with the affiliated company referred
to previously. No rent is being charged to the Company.

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.
3,000,000 common shares were issued and outstanding as of February 28, 2002.