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 November 30, 2001
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.)
120 N. U.S. Highway One
Suite 100
Tequesta, FL
(Address of principal executive offices)
33469
(Zip Code)
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 December 31, 2001 the issuer had 3,000,000 shares of $.001
par value common stock outstanding.
INDEX
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Balance Sheet
November 30, 2001 ................................................. 2
Condensed Statement of Operations
Three months ended November 30, 2001 .............................. 3
Condensed Statement of Cash Flows
Three months ended November 30,2001 ............................... 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
NOVEMBER 30, 2001
(Unaudited)
ASSETS
------
CURRENT ASSETS
Cash .............................................................. $ 4
=======
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
----------------------------------------------
CURRENT LIABILITIES
Accounts payable .................................................. $ 1,930
Due to affiliate .................................................. 4,386
-------
Total Current Liabilities ................................. 6,316
-------
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 ............................................................ (9,312)
-------
Total Stockholders' Equity (Deficit) ...................... (6,312)
-------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
(DEFICIT) ......................................................... $ 4
=======
Read accompanying Notes to Financial Statements.
2
LIEGE HOLDING, INC.
(A Development Stage Company)
CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
<table>
-
<caption>
Period From
October 28,1999
Three Months Nine Months (Inception)
Ended November 30, Ended November 30, Through November 30,
2001 2000 2001 2000 2001
---- ---- ---- ---- ----
<s> <c> <c> <c> <c> <c>
REVENUES $ - $ - $ - $ - $ -
EXPENSES
General and administrative 675 590 3,380 4,886 9,312
--- --- ----- ----- -----
NET (LOSS) $ (675) $ (590) $(3,380) $(4,886) $(9,312)
====== ======= ======= ======= =======
(LOSS) PER SHARE $ - $ - $ - $ - $ -
====== ======= ======= ======= ====
WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING 3,000,000 1,000,000 3,000,000 1,000,000
========= ========= ========= =========
</table>
Read accompanying Notes to Financial Statements.
3
LIEGE HOLDING, INC.
(A Development Stage Company)
CONDENSED STATEMENTS OF CASH FLOW
(Unaudited)
<table>
<caption>
Period From
October 28,1999
Nine Months Nine Months (Inception)
Ended November 30, Ended November 30, Through November 30,
2001 2000 2001
---- ---- ----
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net (loss) $(3,380) $(4,886) $(9,312)
Adjustments to reconcile net
loss to net cash used in
operating activities:
Increase in accounts payable 944 1,058 1,930
------- ----- -----
NET CASH USED IN OPERATING
ACTIVITIES (2,436) (3,828) (7,382)
------ ------ ------
CASH FLOWS FROM FINANCING
ACTIVITIES:
Increase in amount due to
affiliate 2,436 3,000 4,386
Proceeds from issuance of
common stock - - 3,000
----- ------ -----
NET CASH PROVIDED BY FINANCING
ACTIVITIES 2,436 3,000 7,386
----- ----- -----
NET INCREASE (DECREASE) IN CASH - (828) 4
CASH - BEGINNING 4 1,000 -
------ ----- -----
CASH - ENDING $ 4 $ 172 $ 4
======= ======= =======
</table>
Read accompanying Notes to Financial Statements.
4
LIEGE HOLDING, INC.
(A Development Stage Company)
NOTES TO CONDENSED FINANCIAL STATEMENTS
NOVEMBER 30, 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
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LIEGE HOLDING, INC.
(A Development Stage Company)
NOTES TO CONDENSED FINANCIAL STATEMENTS
NOVEMBER 30, 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 November 30, 2001, 3,000,000 common shares were
issued and outstanding.
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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.
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.
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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: February 21, 2002 By: /s/ Vicki J. Lavache
Vicki J. Lavache
President and Chief
Executive Officer
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