U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM 10-QSB


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


For the quarterly period ended December 31, 2000


TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from __________to__________


                         Commission File Number 0-30353


                            The Lionshare Group, Inc.
                            -------------------------
        (Exact name of Small Business issuer as specified in its Charter)


           DELAWARE                                  65-1002981
           --------                                  ----------
(State or other jurisdiction of        (I.R.S. Emp1oyer Identification No.)
 incorporation or organization)


               20 S.E. 14th Street, Suite 204, Boca Raton, FL 33432
               ----------------------------------------------------
                    (Address of principle executive offices)


                                 (561) 338-9336
                                 --------------
                          (Issuer's telephone number)


                                       N/A
                                       ---
  (Former Name, former address and former fiscal year, if changed last Report.)


         Check mark whether the Issuer (1) has filed all reports required to be
filed by Section 13 or 15 (d) of the Securities 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  [ ]


                      APPLICABLE ONLY TO CORPORATE ISSUERS

         State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date: 1,329,488 Common Stock as
of December 31, 2000.

<PAGE>

                            THE LIONSHARE GROUP, INC.


                                      INDEX


PART 1.        FINANCIAL INFORMATION
               ---------------------

Item 1.        Financial Statements.

               Consolidated Balance Sheets as of December 31, 2000 (unaudited).

               Consolidated Statements of Operations for the Three Months Ended
               December 31, 2000 and December 31, 1999 (unaudited), the Six
               Months Ended December 31, 2000 and December 31, 1999. (unaudited)

               Consolidated Statements of Stockholders' Equity (Deficit) for the
               Period from July 1, 1998 to December 31, 2000 (unaudited)

               Consolidated Statements of Cash Flows for the Three Months Ended
               December 31, 2000 and December 31, 1999 (unaudited), the Six
               Months Ended December 31, 2000 and December 31, 1999. (unaudited)

               Notes to Consolidated Financial Statements.


Item 2.        Management's Discussion and Analysis or Plan of Operations.

PART II.       OTHER INFORMATION
               -----------------

Item 6.        NONE

                                       1
<PAGE>
PART I.        FINANCIAL INFORMATION
               ---------------------


Item 1.        Financial Statements (unaudited)


Basis of Presentation
---------------------

         The accompanying unaudited financial statements of The Lionshare Group,
Inc. (the "Company") have been prepared in accordance with generally accepted
accounting principles for iterim financial information and with the instructions
to Form 10-Q and Regulation S-B. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. In the opinion of management, all adjustments
considered necessary for a fair presentation (consisting of normal recurring
accruals) have been included. The preparation of financial statements in
conformity with generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.
Operating results for the three month period ended December 31, 2000, is not
necessarily indicative of the results that may be expected for the year ending
June 30, 2001. For further information, refer to the consolidated financial
statements and footnotes for the year ended June 30, 2000 found in the Company's
Form l0-KSB.

Item 2.        Management's Discussion and Analysis of Financial Condition and
               Plan of Operations.

General
-------

         The Lionshare Group, Inc. (the "Company") is registered on the OTC-BB
as "LNSH". 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 a filing with the Secretary of State of Delaware on May 1, 1998. This
name change was the result of an anticipated merger between the Company and a

                                       2
<PAGE>

private Florida corporation, The Lionshare Group, Inc. ("Lionshare of Florida")
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
December 31, 2000. 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 December 31, 2000.

         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 to consumate its business plan, successful merger
or acquisition with a private entity, prior to March 31, 2001. The Company
expects no revenue until consummation of its business plan. Operating expenses
incurred from the period of this report, December 31, 2000, 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, Fl. 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
implemented our business plan. Officers have expressed their intention not to
sell its shares of common stock until such time as we have successfully
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 December 31, 2000 Compared to Three Months Ended
December 31, 1999 and Six Months Ended December 31, 2000 Compared to Six Months
Ended December 31, 1999.

Revenues
--------

         The Company currently has no established source of revenues. The
Company's revenues for both the three months ended December 31, 2000 and the

                                       3
<PAGE>

three months ended December 31, 1999 were $0.00. The revenues for the Six Months
ended December 31, 2000 and for the Six Months ended December 31, 1999 were
$0.00.

General and Administrative Expenses
-----------------------------------

         General and administrative expenses for three months ended December 31,
2000 were $7,568 as compared to $578 for three months ended December 31, 1999,
Increase representing increase of $6,990. The increase in general and
administrative expenses was due to a increase in business development costs
including professional fees and corporate fees. General and administrative
expenses for the year ended December 31, 2000 were $18,208 as compared to $5,523
for the six months ended December 31, 1999, representing a increase of $12,685.
The increase in general and administrative expenses was due to a increase in
business development costs including professional fees and corporate fees.

Net Loss
--------

         As a result of the above, net loss for the three months ended December
31, 2000 was $7,568 as compared to the net loss of $578 for the three months
ended December 31, 1999, representing an increase of $6,990. Net loss for the
six months ended December 31, 2000 was $18,208 as compared to the net loss of
$5,523 for six months ended December 31, 1999, representing a increase of
$12,685.

Liquidity and Capital Resources
-------------------------------

         To fund working capital requirements through December 31, 2000, the
Company utilized cash reserves based upon capital contributed by shareholders in
the amount of $25,000. Since the Company expects no revenue until consummation
of its business plan, operating expenses will be funded by shareholder loans.

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

                                       4

<PAGE>

variety of factors, including, but not limited to, adverse economic 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 S-B

                  The following exhibits are filed as part of this report:

                  Exhibits: None

                  (27.1) Financial Data Schedule

         (b)      Reports on Form 8-K

                  None

                                       5

<PAGE>

                                  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.
                                              A Delaware Corporation



 Date: March 1, 2001                          By: /s/ Edward H. McCluskey
                                              ---------------------------
                                              Edward H. McCluskey
                                              President and Director



 Date: March 1, 2001                          By: /s/ William C. Barnett
                                              --------------------------
                                              William C. Barnett
                                              Secretary and Director




                                       6




<PAGE>

                            THE LIONSHARE GROUP, INC.

                               TABLE OF CONTENTS

                           DECEMBER 31, 2000 AND 1999









FINANCIAL STATEMENTS:

  BALANCE SHEETS ..............................................     Page F-1

  STATEMENTS OF OPERATIONS ....................................     Page F-2

  STATEMENTS OF SHAREHOLDERS' EQUITY ..........................     Page F-3

  STATEMENTS OF CASH FLOWS ....................................     Page F-4

  NOTES TO FINANCIAL STATEMENTS ...............................     Page F-5


<PAGE>
                            THE LIONSHARE GROUP, INC.
                   UNAUDITED CONDENSED INTERIM BALANCE SHEETS
                           DECEMBER 31, 2000 AND 1999

<TABLE>
<CAPTION>

                                     ASSETS
                                     ------

                                                                        2000            1999
                                                                        ----            ----
<S>                                                                 <C>              <C>
CURRENT ASSETS - CASH                                               $      13        $  6,077

PROPERTY AND EQUIPMENT                                                    -0-             -0-

OTHER ASSETS                                                              -0-             -0-
                                                                    ---------        --------

TOTAL ASSETS                                                        $      13        $  6,077
                                                                    =========        ========


                 LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
                 ----------------------------------------------


ACCOUNTS PAYABLE AND ACCRUED LIABILITIES                            $  23,136        $    600

SHAREHOLDER LOANS                                                      25,000          15,500

LONG-TERM LIABILITIES                                                     -0-             -0-
                                                                    ---------        --------

TOTAL LIABILITIES                                                      48,136          16,100
                                                                    ---------        --------

SHAREHOLDERS' EQUITY (DEFICIT):

COMMON STOCK, $.0001 PAR VALUE, 100,000,000 SHARES
   AUTHORIZED, 1,329,488 SHARES ISSUED IN 2000 AND 1,327,539
   SHARES ISSUED IN 1999 RESPECTIVELY                                     133             133

PAID-IN CAPITAL                                                         5,380           5,380

ACCUMULATED (DEFICIT)                                                 (53,636)        (15,536)
                                                                    ---------        --------

NET SHAREHOLDERS' EQUITY (DEFICIT)                                    (48,123)        (10,023)
                                                                    ---------        --------

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)                $      13        $  6,077
                                                                    =========        ========

</TABLE>

SEE NOTES TO FINANCIAL STATEMENTS       PAGE (F-1)


<PAGE>
                            THE LIONSHARE GROUP, INC.
              UNAUDITED CONDENSED INTERIM STATEMENTS OF OPERATIONS
              FOR THE THREE MONTHS ENDED DECEMBER 31, 2000 AND 1999

<TABLE>
<CAPTION>

                                                                            2000         1999
                                                                            ----         ----
<S>                                                                    <C>           <C>
REVENUE                                                                $      -0-    $       -0-
                                                                       ----------    -----------

OPERATING EXPENSES                                                          7,568            578
                                                                       ----------    -----------

NET INCOME (LOSS) FROM OPERATIONS                                          (7,568)          (578)


INCOME TAXES                                                                  -0-            -0-
                                                                       ----------    -----------

NET INCOME (LOSS)                                                       $  (7,568)   $      (578)
                                                                       ==========    ===========





NET INCOME (LOSS) PER COMMON SHARE                                      $   (0.01)    $    (0.01)
                                                                       ----------    -----------

WEIGHTED AVERAGE SHARES OUTSTANDING                                     1,329,488      1,327,539
                                                                       ==========    ===========

</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS       PAGE (F-2)


<PAGE>
                            THE LIONSHARE GROUP, INC.
                          UNAUDITED CONDENSED INTERIM
             STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT)
              FOR THE THREE MONTHS ENDED DECEMBER 31, 2000 AND 1999

<TABLE>
<CAPTION>


                                        COMMON STOCK            PAID-IN    ACCUMULATED
                                  SHARES           AMOUNT       CAPITAL     (DEFICIT)        NET
                                  ------           ------       -------     ---------        ---
<S>                               <C>         <C>             <C>          <C>            <C>
BALANCE JUNE 30, 1998             1,165,433   $      117      $     396    $     (513)    $     -0-

STOCK ISSUED                        162,106           16          4,984           -0-         5,000

NET (LOSS)                              -0-          -0-            -0-        (9,500)       (9,500)
                                -------------------------------------------------------------------
BALANCE JUNE 30, 1999             1,327,539          133          5,380       (10,013)       (4,500)

STOCK ISSUED                          1,949          -0-            -0-           -0-           -0-

NET (LOSS)                              -0-          -0-            -0-       (25,415)      (25,415)
                                -------------------------------------------------------------------

BALANCE JUNE 30, 2000             1,329,488          133          5,380       (35,428)      (29,915)

NET (LOSS)                              -0-          -0-            -0-       (18,208)      (18,208)
                                -------------------------------------------------------------------


BALANCE DECEMBER 31, 2000         1,329,488   $      133      $   5,380    $  (53,636)    $ (48,123)
                                ===================================================================
</TABLE>

SEE NOTES TO FINANCIAL STATEMENTS       PAGE (F-3)



<PAGE>

                           THE LIONSHARE GROUP, INC.
              UNAUDITED CONDENSED INTERIM STATEMENTS OF CASH FLOWS
              FOR THE THREE MONTHS ENDED DECEMBER 31, 2000 AND 1999
<TABLE>
<CAPTION>

                                                                           2000          1999
                                                                           ----          ----
<S>                                                                      <C>          <C>
INCREASE (DECREASE) FROM OPERATING ACTIVITIES:
   NET INCOME (LOSS)                                                     $  (7,568)   $    (578)
                                                                         ---------    ---------
   ADJUSTMENTS TO RECONCILE NET INCOME TO NET
   CASH PROVIDED BY OPERATING ACTIVITIES:
     INCREASE (DECREASE) IN ACCOUNTS PAYABLE                                (1,924)      (2,750)
     INCREASE IN SHAREHOLDER LOANS                                           9,500        7,000
                                                                         ---------    ---------
TOTAL ADJUSTMENTS                                                            7,576        4,250
                                                                         =========    =========

NET CASH FLOWS FROM OPERATING ACTIVITIES                                         8        3,672


NET CASH FLOWS FROM FINANCING ACTIVITIES:                                      -0-          -0-


NET CASH FLOWS FROM INVESTING ACTIVITIES:                                      -0-          -0-
                                                                         ---------    ---------

NET INCREASE (DECREASE) IN CASH                                                  8        3,672


CASH BEG1NN1NG OF PERIOD                                                         5        2,405
                                                                         ---------    ---------

CASH ENDING OF PERIOD                                                    $      13    $   6,077
                                                                         =========    =========

SUPPLEMENTAL INFORMATION:
    INTEREST EXPENSE                                                     $     -0-    $     -0-
    NON CASH ITEMS                                                       $     -0-    $     -0-
</TABLE>

SEE NOTES TO FINANCIAL STATEMENTS       PAGE (F-4)


<PAGE>

                            THE LIONSHARE GROUP, INC.
            NOTES TO UNAUDITED CONDENSED INTERIM FINANCIAL STATEMENTS
                                DECEMBER 31, 2000




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, 2000. 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, 2001.

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. OPERATING EXPENSES

Significant operating expenses, as shown on the Statements of Operations, for
the three months ended December 31, 2000 were, attorney's fees of $2,125,
accounting fees of $4,291 and license and corporate fees of $1,100 and for the
three months ended December 31, 1999 were, license and corporate fees of $578.


NOTE 4. 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, 2000.
Therefore, those footnotes are included herein by reference.

                                   PAGE (F-5)


<PAGE>

                            THE LIONSHARE GROUP, INC.

                               TABLE OF CONTENTS

                           DECEMBER 31, 2000 AND 1999









FINANCIAL STATEMENTS:

  BALANCE SHEETS ..............................................   Page F-1

  STATEMENTS OF OPERATIONS ....................................   Page F-2

  STATEMENTS OF SHAREHOLDERS' EQUITY ..........................   Page F-3

  STATEMENTS OF CASH FLOWS ....................................   Page F-4

  NOTES TO FINANCIAL STATEMENTS ...............................   Page F-5








<PAGE>
                            THE LIONSHARE GROUP, INC.
                   UNAUDITED CONDENSED INTERIM BALANCE SHEETS
                           DECEMBER 31, 2000 AND 1999

<TABLE>
<CAPTION>

                                     ASSETS
                                     ------

                                                                        2000            1999
                                                                        ----            ----
<S>                                                                 <C>              <C>
CURRENT ASSETS - CASH                                               $      13        $  6,077

PROPERTY AND EQUIPMENT                                                    -0-             -0-

OTHER ASSETS                                                              -0-             -0-
                                                                    ---------        --------

TOTAL ASSETS                                                        $      13        $  6,077
                                                                    =========        ========


                 LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
                 ----------------------------------------------


ACCOUNTS PAYABLE AND ACCRUED LIABILITIES                            $  23,136        $    600

SHAREHOLDER LOANS                                                      25,000          15,500

LONG-TERM LIABILITIES                                                     -0-             -0-
                                                                    ---------        --------

TOTAL LIABILITIES                                                      48,136          16,100
                                                                    ---------        --------

SHAREHOLDERS' EQUITY (DEFICIT):

COMMON STOCK, $.0001 PAR VALUE, 100,000,000 SHARES
   AUTHORIZED, 1,329,488 SHARES ISSUED IN 2000 AND 1,327,539
   SHARES ISSUED IN 1999 RESPECTIVELY                                     133             133

PAID-IN CAPITAL                                                         5,380           5,380

ACCUMULATED (DEFICIT)                                                 (53,636)        (15,536)
                                                                    ---------        --------

NET SHAREHOLDERS' EQUITY (DEFICIT)                                    (48,123)        (10,023)
                                                                    ---------        --------

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)                $      13        $  6,077
                                                                    =========        ========

</TABLE>

SEE NOTES TO FINANCIAL STATEMENTS       PAGE (F-1)


<PAGE>
                            THE LIONSHARE GROUP, INC.
              UNAUDITED CONDENSED INTERIM STATEMENTS OF OPERATIONS
               FOR THE SIX MONTHS ENDED DECEMBER 31, 2000 AND 1999

<TABLE>
<CAPTION>

                                                                            2000         1999
                                                                            ----         ----
<S>                                                                    <C>           <C>
REVENUE                                                                $      -0-    $       -0-
                                                                       ----------    -----------

OPERATING EXPENSES                                                         18,208          5,523
                                                                       ----------    -----------

NET INCOME (LOSS) FROM OPERATIONS                                         (18,208)        (5,523)


INCOME TAXES                                                                  -0-            -0-
                                                                       ----------    -----------

NET INCOME (LOSS)                                                      $  (18,208)   $    (5,523)
                                                                       ==========    ===========





NET INCOME (LOSS) PER COMMON SHARE                                     $    (0.01)   $     (0.01)
                                                                       ----------    -----------

WEIGHTED AVERAGE SHARES OUTSTANDING                                     1,329,488      1,327,539
                                                                       ==========    ===========

</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS       PAGE (F-2)


<PAGE>
                            THE LIONSHARE GROUP, INC.
                          UNAUDITED CONDENSED INTERIM
             STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT)
               FOR THE SIX MONTHS ENDED DECEMBER 31, 2000 AND 1999

<TABLE>
<CAPTION>


                                        COMMON STOCK            PAID-IN    ACCUMULATED
                                  SHARES           AMOUNT       CAPITAL     (DEFICIT)        NET
                                  ------           ------       -------     ---------        ---
<S>                               <C>         <C>             <C>          <C>            <C>
BALANCE JUNE 30, 1998             1,165,433   $      117      $     396    $     (513)    $     -0-

STOCK ISSUED                        162,106           16          4,984           -0-         5,000

NET (LOSS)                              -0-          -0-            -0-        (9,500)       (9,500)
                                -------------------------------------------------------------------
BALANCE JUNE 30, 1999             1,327,539          133          5,380       (10,013)       (4,500)

STOCK ISSUED                          1,949          -0-            -0-           -0-           -0-

NET (LOSS)                              -0-          -0-            -0-       (25,415)      (25,415)
                                -------------------------------------------------------------------

BALANCE JUNE 30, 2000             1,329,488          133          5,380       (35,428)      (29,915)

NET (LOSS)                              -0-          -0-            -0-       (18,208)      (18,208)
                                -------------------------------------------------------------------


BALANCE DECEMBER 31, 2000         1,329,488   $      133      $   5,380    $  (53,636)    $ (48,123)
                                ===================================================================
</TABLE>

SEE NOTES TO FINANCIAL STATEMENTS       PAGE (F-3)



<PAGE>

                           THE LIONSHARE GROUP, INC.
              UNAUDITED CONDENSED INTERIM STATEMENTS OF CASH FLOWS
               FOR THE SIX MONTHS ENDED DECEMBER 31, 2000 AND 1999
<TABLE>
<CAPTION>

                                                                           2000          1999
                                                                           ----          ----
<S>                                                                      <C>          <C>
INCREASE (DECREASE) FROM OPERATING ACTIVITIES:
   NET INCOME (LOSS)                                                     $ (18,208)   $  (5,523)
                                                                         ---------    ---------
   ADJUSTMENTS TO RECONCILE NET INCOME TO NET
   CASH PROVIDED BY OPERATING ACTIVITIES:
     INCREASE (DECREASE) IN ACCOUNTS PAYABLE                                 8,621          600
     INCREASE IN SHAREHOLDER LOANS                                           9,500       11,000
                                                                         ---------    ---------
TOTAL ADJUSTMENTS                                                           18,121       11,600
                                                                         =========    =========

NET CASH FLOWS FROM OPERATING ACTIVITIES                                       (87)       6,077


NET CASH FLOWS FROM FINANCING ACTIVITIES:                                      -0-          -0-


NET CASH FLOWS FROM INVESTING ACTIVITIES:                                      -0-          -0-
                                                                         ---------    ---------

NET INCREASE (DECREASE) IN CASH                                                (87)       6,077


CASH BEG1NN1NG OF PERIOD                                                       100          -0-
                                                                         ---------    ---------

CASH ENDING OF PERIOD                                                    $      13    $   6,077
                                                                         =========    =========

SUPPLEMENTAL INFORMATION:
    INTEREST EXPENSE                                                     $     -0-    $     -0-
    NON CASH ITEMS                                                       $     -0-    $     -0-
</TABLE>

SEE NOTES TO FINANCIAL STATEMENTS       PAGE (F-4)


<PAGE>

                            THE LIONSHARE GROUP, INC.
            NOTES TO UNAUDITED CONDENSED INTERIM FINANCIAL STATEMENTS
                                DECEMBER 31, 2000




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, 2000. 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, 2001.

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. OPERATING EXPENSES

Significant operating expenses, as shown on the Statements of Operations, for
the six months ended December 31, 2000 were, attorney's fees of $12,070,
accounting fees of $4,291 and license and corporate fees of $1,760 and for the
six months ended December 31, 1999 were, accounting fees of $2,750 and license
and corporate fees of $2,728.


NOTE 4. 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, 2000.
Therefore, those footnotes are included herein by reference.


                                   PAGE (F-5)