`SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   FORM 10-QSB
(Mark One)

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

For the quarterly period ended March 31, 2002
                                                        OR

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

For the transition period from ____ to ____


                             Commission File Number:
                                     0-30353

                            THE LIONSHARE GROUP, INC.
             (Exact name of Registrant as specified in its Charter)

         DELAWARE                                        65-1002981
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)


         20 S.E. 14th Street, Suite 204, Boca Raton, Florida    33432
                   (Address of executive offices)            (Zip Code)


Registrant's telephone number, including area code: (561)338-9336


                                      N/A
Former Name, Former Address and Former Fiscal Year, if changed since last Report.

     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 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 __

     Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.

     Common Stock Outstanding as of March 31, 2002: 1,329,488 Shares





                          PART I. FINANCIAL INFORMATION

Item 1.  Financial Statements (Unaudited)

     Consolidated Balance Sheets as of March 31, 2002 (unaudited).........F-1

     Consolidated Statements of Operations for the three months
ended March 31, 2002 and 2001 (unaudited) and for the nine months
ended March 31, 2002 and March 31, 2001 (unaudited)....................F-2 - F-3

     Consolidated Statements of Stockholders' Equity (deficit)
for the period from June 30, 2000 to March 31, 2002 (unaudited)...........F-4

     Consolidated Statements of Cash Flows for the three months
ended March 31, 2002 and March 31, 2001 (unaudited) and for the
nine months ended March 31, 2002 and March 31, 2001 (unaudited)........F-5 - F-6

     Notes to Financial Statements........................................F-7








                           THE LIONSHARE GROUP, INC.
                   UNAUDITED CONDENSED INTERIM BALANCE SHEET
                                 MARCH 31, 2002


ASSETS

Current Assets - Cash                                             $       200

Property and Equipment                                                    -0-

Other Assets                                                              -0-
                                                                  -----------
TOTAL ASSETS                                                      $       200
                                                                  ===========

LIABILITIES AND SHAREHOLDERS EQUITY (DEFICIT)

Accounts Payable and Accrued Liabilities                          $    65,920

Shareholder Loans                                                      17,500

Long-Term Liabilities                                                     -0-
                                                                  -----------
TOTAL LIABILITIES                                                      83,420
                                                                  -----------
Shareholders' Equity (Deficit):

Common Stock, $.0001 Par Value, 100,000,000
 Share Authorized, 1,329,488 Issued                                       133

Paid-In Capital                                                         5,380

Accumulated (Deficit)                                                 (88,730)
                                                                  -----------
Net Shareholders' Equity (Deficit)                                    (83,217)
                                                                  -----------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)              $       200
                                                                  ===========






See notes to financial statements

                                      F-1




                           THE LIONSHARE GROUP, INC.
              UNAUDITED CONDENSED INTERIM STATEMENTS OF OPERATIONS
               FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND 2001


                                                     2002           2001
                                                -----------     -----------

Revenue                                         $       -0-     $       -0-
                                                -----------     -----------

Operating Expenses:

   Consulting Fees                                    1,500             -0-
   Accounting Fees                                      -0-             218
   Legal Fees                                         1,949           5,426
   Stock Transfer Fees                               (1,190)            630
   Other                                                -0-              30
                                                -----------     -----------
Net Income (Loss) from Operations                    (2,259)         (6,304)
                                                -----------     -----------
Income Taxes                                            -0-             -0-
                                                -----------     -----------
Net Income (Loss)                               $    (2,259)    $    (6,304)
                                                ===========     ===========


Net Income (Loss) Per Common Share              $     (0.00)    $     (0.00)
                                                -----------     -----------
Weighted Average Shares Outstanding               1,329,488       1,329,488
                                                -----------     -----------


See notes to financial statements

                                      F-2


                           THE LIONSHARE GROUP, INC.
              UNAUDITED CONDENSED INTERIM STATEMENTS OF OPERATIONS
                FOR THE NINE MONTHS ENDED MARCH 31, 2002 AND 2001


                                                     2002           2001
                                                -----------     -----------

Revenue                                         $       -0-     $       -0-
                                                -----------     -----------

Operating Expenses:

   Accounting Fees                                    4,500           4,509
   Legal Fees                                         4,575          17,496
   Consulting Fees                                   21,000             -0-
   Licenses and Corporate Fees                        1,510           2,390
   Printing Costs                                       100             -0-
   Other                                                -0-             117
                                                -----------     -----------
Net Income (Loss) from Operations                    31,685          24,512
                                                -----------     -----------

Income Taxes                                            -0-             -0-
                                                -----------     -----------

Net Income (Loss)                               $   (31,685)    $   (24,512)
                                                ===========     ===========


Net Income (Loss) Per Common Share              $     (0.02)    $     (0.02)
                                                -----------     -----------
Weighted Average Shares Outstanding               1,329,488       1,329,488
                                                -----------     -----------


See notes to financial statements

                                      F-3



                            THE LIONSHARE GROUP, INC.
                           UNAUDITED CONDENSED INTERIM
             STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT)
                FOR THE NINE MONTHS ENDED MARCH 31, 2002 AND 2001


                                  Common Stock     Paid-In  Accumulated
                               Shares     Amount   Capital   (Deficit)      Net
                              --------- --------- --------- ----------- ----------

Balance June 30, 2000         1,329,488 $     133 $   5,380 $  (35,428) $ (29,915)

Net (Loss)                       -0-          -0-      -0-     (10,640)   (10,640)
                              --------- --------- --------- ----------- ----------

Balance September 30, 2000    1,329,488 $     133 $   5,380 $  (46,068) $ (40,555)

Net (Loss)                       -0-          -0-      -0-     (10,977)   (10,977)
                              --------- --------- --------- ----------- ----------

Balance June 30, 2001         1,329,488 $     133 $   5,380 $  (57,045) $ (51,532)

Net (Loss)                       -0-          -0-      -0-     (25,978)   (25,978)
                              --------- --------- --------- ----------- ----------

Balance September 30, 2001    1,329,488 $     133 $   5,380 $  (83,023) $ (77,510)

Net (Loss)                       -0-          -0-      -0-      (3,448)    (3,448)
                              --------- --------- --------- ----------- ----------

Balance December 31, 2001     1,329,488 $     133 $   5,380 $  (86,471) $ (80,958)

Net (Loss)                       -0-          -0-      -0-      (2,259)    (2,259)
                              --------- --------- --------- ----------- ----------

Balance March 31, 2002        1,329,488 $     133 $   5,380 $  (88,730) $ (83,217)
                              ========= ========= ========= =========== ==========



See notes to financial statements

                                      F-4



                            THE LIONSHARE GROUP, INC.
              UNAUDITED CONDENSED INTERIM STATEMENTS OF CASH FLOWS
               FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND 2001



                                                        2021           2001
                                                   ------------   ------------

Increase (Decrease) From Operating Activities:
   Net Income (Loss)                               $     (2,259)  $     (6,304)
                                                   ------------   ------------
   Adjustments to Reconcile Net Income to Net
   Cash Provided by Operating Activities:
     Increase (Decrease) in Accounts Payable              2,259         (6,291)
                                                   ------------   ------------
Total Adjustments                                         2,259          6,291
                                                   ------------   ------------
Net Cash Flows From Operating Activities:               -0-                (13)

Net Cash Flows From Financing Activities:               -0-            -0-

Net Cash Flows From Investing Activities:               -0-            -0-
                                                   ------------   ------------
Net Increase (Decrease) in Cash                         -0-                (13)

Cash Beginning of Period                                    200            (13)
                                                   ------------   ------------
Cash Ending of Period                              $        200   $          0
                                                   ============   ============


Supplemental Information:
   Interest Expense                                $    -0-       $    -0-
   Non Cash Items                                  $    -0-       $    -0-




See notes to financial statements

                                      F-5





                            THE LIONSHARE GROUP, INC.
              UNAUDITED CONDENSED INTERIM STATEMENTS OF CASH FLOWS
                FOR THE NINE MONTHS ENDED MARCH 31, 2002 AND 2001



                                                        2002           2001
                                                   ------------   ------------

Increase (Decrease) From Operating Activities:
   Net Income (Loss)                               $    (31,685)  $    (24,512)
                                                   ------------   ------------
   Adjustments to Reconcile Net Income to Net
   Cash Provided by Operating Activities:
     Increase (Decrease) in Accounts Payable             25,385         15,222
     Increase in Shareholder Loans                        3,000          9,500
                                                   ------------   ------------
Total Adjustments                                        31,385         24,722
                                                   ------------   ------------
Net Cash Flows From Operating Activities:                  (300)          (210)

Net Cash Flows From Financing Activities:               -0-            -0-

Net Cash Flows From Investing Activities:               -0-            -0-
                                                   ------------   ------------
Net Increase (Decrease) in Cash                            (300)          (210)

Cash Beginning of Period                                    500            210
                                                   ------------   ------------
Cash Ending of Period                              $        200   $    -0-
                                                   ============   ============


Supplemental Information:
   Interest Expense                                $    -0-       $    -0-
   Non Cash Items                                  $    -0-       $    -0-




See notes to financial statements

                                      F-6




                            THE LIONSHARE GROUP, INC.
            NOTES TO UNAUDITED CONDENSED INTERIM FINANCIAL STATEMENTS
                                 MARCH 31, 2002


NOTE 1. BASIS OF PRESENTATION

The accompanying unaudited condensed interim financial statements have been
prepared by management in accordance with the instructions in Form 10-QSB and,
therefore, do not include all information and footnotes required by generally
accepted accounting principles. They should, therefore, be read in conjunction
with the Company's Annual Report to Shareholders on Form 10-KSB for the fiscal
year ended June 30, 2001. These statements do include all normal recurring
adjustments which management believes necessary for a fair presentation of the
statements. The interim operations results are not necessarily indicative of the
results for the full year ended June 30, 2002.

NOTE 2. MANAGEMENT'S REPRESENTATION

Management believes these financial statements are prepared in conformity with
generally accepted accounting principles and free of any material error. The
financial statements include all adjustments, which in the opinion of
management, are necessary in order to make the financial statements not
misleading.

NOTE 3. ADDITIONAL FOOTNOTES INCLUDED BY REFERENCE

Except as indicated in the note above, there have been no other material changes
in the information disclosed in the notes to the financial statements included
in the Company's Annual Report on Form 10-KSB for the year ended June 30, 2001.
Therefore, those footnotes are included herein by reference.




                                      F-7

Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
         AND PLAN OF OPERATIONS.

General

     The Lionshare Group, Inc. (the "Company" ) was chartered as a corporation
by the State of Delaware on June 15, 1984, under the name Resnick World Wide,
Inc.

     On June 16, 1995, Resnick World Wide, Inc. acquired 100% of the outstanding
shares of Standard Brands of America, Inc., a privately-held Florida
corporation. The Company's corporate name was changed to Standard Brands, Inc.
by filing with the Secretary of State of Delaware on June 16, 1995. Standard
Brands of America, Inc. was a home electronic and appliance dealer. That
business became insolvent and filed an assignment for the benefit of creditors
that was finalized by a recording with the Circuit Court of Broward County,
Florida on May 19, 1999.

     The Company later changed its corporate name to The Lionshare Group, Inc.
by filing with the Secretary of State of Delaware on May 19, 1998. This name
change was the result of an anticipated merger between the Company and a private
Florida corporation, The Lionshare Group, Inc. that did not finalize.

     We are authorized to issue 100,000,000 shares of common stock, $0.0001 par
value, of which 1,329,488 shares were issued and outstanding as of March 31,
2002. Each holder of the common stock shall be entitled to one vote for each
share held. We are also authorized to issue 20,000,000 shares of preferred
stock, $0.0001 par value, of which -0- shares were issued and outstanding as of
March 31, 2002.

     Since July of 1996, we have had no business income. Other than issuing
shares to shareholders, we have not commenced any operational activities. As
such, we can be defined as a "shell" company, whose sole purpose at this time is
to locate and consummate a merger or acquisition with a private entity. Our
directors have elected to commence implementation of our principal business
purpose. The Company expects no revenues until consummation of its business
plan. Operating expenses incurred from the period of this report, March 31, 2002
and consummation of the Company's business plan will be funded by shareholder
loans.

     The Company's office is located at 20 S.E. 14th Street, Suite 204, Boca
Raton, Florida 33432.

     The proposed business activities described in this report classify us as a
blank check company. Many states have enacted statutes, rules and regulations
limiting the sale of securities of blank check companies in their respective
jurisdictions. We do not intend to undertake any other offering of our
securities, either debt or equity, until such time as we have successfully
completed our business plan. Officers have expressed their intention not to sell
their shares of common stock until such time as we have success fully
consummated a merger or acquisition and are no longer classified as a blank
check company. In addition, officers have also expressed their intention not to
sell their shares unless the shares are subsequently registered or if an
exemption form registration is available.

Results of Operations.

     Three months ended March 31, 2002 compared to three months ended March 31,
2001 and nine months ended March 31, 2002 compared to nine months ended March
31, 2001.

Revenues.

     The Company currently has no established source of revenues. The Company's
revenues for the three months ended March 31, 2002 and for the three months
ended March 31, 2001 were $0.00. The revenues for the nine months ended
March 31, 2002 and for the nine months ended March 31, 2001 were $0.00.

General and Administrative Expenses.

     General and administrative expenses for three months ended March 31, 2002
were $2,259 as compared to $6,304 for three months ended March 31, 2001,
representing a decrease of $4,045. The decrease in general and administrative
expenses was due to a decrease in business development costs including
professional fees and corporate fees. General and administrative expenses for
the nine months ended March 31, 2002 were $31,685 as compared to $24,512 for
the nine months ended March 31, 2001 representing an increase of $7,173. The
increase in general and administrative expenses was due to an increase in
consulting fees, but partially offset by a decrease in legal and accounting
fees.

Net Loss.

     As a result of the above, the net loss for the three months ended March 31,
2002 was $2,259 as compared to the net loss of $6,304 of the three months ended
March 31, 2001, representing a decrease of $4,045. Net loss for the nine months
ended March 31, 2002 was $31,685 as compared to the net loss of $24,512 for nine
months ended March 31, 2001 representing an increase in the net loss of $7,173.

Liquidity and Capital Resources.

     To fund working capital requirements through March 31, 2002, the Company
utilized cash reserves based upon capital contributed by shareholders in the
amount of $17,500 and unpaid accounts payable of $65,920. Since the Company
expects no revenue until consummation of its business plan, operating expenses
will be funded by shareholder loans and additional accounts payable.

Cautionary Statement Regarding Forward-Looking Statements.

     Certain statements contained in this Section and elsewhere in this report
regarding matters that are not historical facts are forward-looking statements.
Because such forward-looking statements include risks and uncertainties, actual
results may differ materially from those expressed or implied by such
forward-looking statements. All statements which address operating performance,
events or developments that management expects or anticipates to incur in the
future, including statements relating to sales and earnings growth or statements
expressing general optimism about future operating results, are forward-looking
statements. The forward-looking statements are based on management's current
views and assumptions regarding future events and operating performance. Many
factors could cause actual results to differ materially from estimates contained
in management's forward-looking statements. The differences may be caused by a
variety of factors, including, but not limited to, adverse economical
conditions, competitive pressures, inadequate capital, unexpected costs, lower
revenues, net income and forecasts, the possibility of fluctuation and
volatility of the Company's operating results and financial condition, inability
to carry out marketing and sales plans and loss of key executives among other
things.

PART II. Other Information

Item 6.  Exhibits and Reports on Form 8-K

         (A)      Exhibits required by item 601 of Regulation SB

                  The following exhibits are filed as part of this report:

                  Exhibits: None

         (B)      Reports on Form 8-K.

                  None



SIGNATURE


     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned as duly authorized officers of the Registrant.

                                               THE LIONSHARE GROUP, INC.


                                            By:/s/ Edward H. McCluskey
                                                   Edward H. McCluskey
                                                   President and Director


                                            By:/s/ William C. Barnett
                                                   William C. Barnett
                                                   Secretary and Director



DATED: April 30, 2002`