U.S. Securities and Exchange Commission
                      Washington, DC 20549

                         FORM 10 K SB/A

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

          For the fiscal year ended September 30, 2001

                   Commission File No. 0-30915

                   LIONHEART INVESTMENTS, INC.

 NEVADA                               98-0219158
(State or other jurisdiction of     (IRS Employer
incorporation or organization)    Identification Number)

         3215 MATHERS AVENUE, WEST VANCOUVER, BC, CANADA V7V 2K6
             (Address of principal executive office)
                           (Zip code)

         Issuer's telephone number:      (604) 913-8355

Securities registered under Section 12(b) of the Exchange Act: NONE

Securities registered under Section 12(g) of the Exchange Act:
COMMON STOCK

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 registration 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 there is no 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 10K SB or any
amendment to this Form 10K SB. [ X ]

State issuer's revenues for its most current fiscal year.     $-0-

Check whether the issuer has filed all documents and reports
required to be filed by Section 12, 13 or 15(d) of the Exchange
Act after distribution of securities under a plan confirmed by a
court.
Yes______    No______ Not applicable.

The number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date.  1,350,000
SHARES COMMON STOCK

This Form 10K SB consists of 19 pages.



                        TABLE OF CONTENTS

                    FORM 10K SB ANNUAL REPORT

                     NEMO ENTERPRISES,  INC.

Page
PART I

Item   1  Description of Business ..................................1

Item   2       Description of Property..............................5
Item   3       Legal Proceedings....................................6
Item   4       Submission of Matters to a
               Vote of Security Shareholders........................6

PART II

Item   5       Market for the Registrant's Common Equity and
               related Stockholder Matter...........................6
Item   6       Management's Discussion and Analysis of
          Financial Condition and Results of Operations.............6
Item   7       Financial Statements.................................7
Item   8               Changes in and Disagreements on Accounting
          and Financial Disclosure.................................16

PART III

Item   9       Directors, Executive Officers, Promoters and
          Control
               persons, Compliance with Section 16(a) of the
          Exchange Act.............................................16
Item 10        Executive Compensation..............................16
Item 11        Security Ownership of Certain Beneficial Owners
          and Management...........................................17
Item 12        Certain Relationships and Related Transactions......17
Item 13        Exhibits and Reports on Form 8-K....................17

Signatures.........................................................17
PART I

               ITEM 1.  DESCRIPTION OF BUSINESS.

General Description of Registrant

Lionheart Investments, Inc. was incorporated under the laws of
the State of Nevada on April 1, 1997 and is in the early
developmental and promotional stages.  To date our only
activities have been organizational ones, directed at developing
its business plan and raising its initial capital.  The Company
has not commenced any commercial operations.  The Company has no
full-time employees and owns no real estate.

Narrative Description of Business

The Company's business plan is to seek, investigate, and, if
warranted, acquire one or more properties or businesses, and to
pursue other related activities intended to enhance shareholder
value. The acquisition of a business opportunity may be made by
purchase, merger, exchange of stock, or otherwise, and may
encompass assets or a business entity, such as a corporation,
joint venture, or partnership.  The Company has very limited
capital, and it is unlikely that the Company will be able to
take advantage of more than one such business opportunity.

The Company intends to continue to seek opportunities
demonstrating the potential of long-term growth as opposed to
short-term earnings.  At the present time the Company has not
identified any business opportunity that it plans to pursue, nor
has the Company reached any agreement or definitive understanding
with any person concerning an acquisition.

Lionheart Investments, Inc. anticipates that the business
opportunities presented to it will:

     (i) be recently organized with no operating history or a
     history of losses attributable to under-capitalization or
     other factors;
          (ii) be experiencing financial or operating difficulties;
     (iii} be in need of funds to develop a new product or
     service or to expand into a new market;
          (iv) be relying upon an untested product or marketing concept;
               or
          (v) have a combination of the characteristics mentioned in
(i)through(iv).

The Company intends to concentrate its acquisition efforts on
properties or businesses that it believes to be undervalued.
Given the above factors, investors should expect that any
acquisition candidate may have a history of losses or low
profitability.  The Company does not propose to restrict its
search for investment opportunities to any particular
geographical area or industry and  may, therefore,  engage in
essentially any business, to the extent of its  limited
resources.   This includes industries such as service,  finance,
natural resources, manufacturing, high technology,  product
development,  medical, communications and others. Our discretion
in the selection of business opportunities is unrestricted,
subject to the availability of such opportunities, economic
conditions, and other factors.

As a consequence of this registration of its securities, any
entity, which has an interest in being acquired by, or merging
into Lionheart Investments, Inc., is expected to be an entity
that desires to become a public company and establish a public
trading market for its securities.  In connection with such a
merger or acquisition, it is highly likely that an amount of
stock constituting control of the Company would be issued or
purchased from the current principal shareholders by the
acquiring entity or its affiliates.  If stock is purchased from
the current shareholders, the transaction is very likely to
result in substantial gains to them relative to their purchase
price for such stock.  In the Company's judgment, none of its
officers and directors would thereby become an  "underwriter"
within the meaning of the Section 2(11) of the Securities Act of
1933.

Investigation and Selection of Business Opportunities

To a large extent, a decision to participate in a specific
business opportunity may be made upon management's analysis of
the quality of the other company's management and personnel, the
anticipated acceptability of new products or marketing concepts,
the merit of technological changes, the perceived benefit we will
derive from becoming a publicly held entity. There are numerous
other factors which are difficult, if not impossible, to analyze
through the application of any objective criteria.  In many
instances, it is anticipated that the historical operations of a
specific business opportunity may not necessarily be indicative
of the potential for the future.  This is due to the possible
need to shift marketing approaches substantially, expand
significantly, change product emphasis, change or substantially
augment management, or make other changes.  The Company will be
dependent upon the owners of a business opportunity to identify
any such problems that may exist and to implement, or be
primarily responsible for the implementation of required changes.

Lionheart Investments, Inc. may participate in a business
opportunity with a newly organized firm or with a firm that is
entering a new phase of growth.  We should emphasize that we
will incur further risks, because management in many instances
will not have proved its abilities or effectiveness. The
eventual market for such company's products or services will
likely not be established, and such company may not be
profitable when acquired.

It is anticipated that the Company will not be able to diversify,
but will essentially be limited to one such venture because of
our limited financing.  This lack of diversification will not
permit us to offset potential losses from one business
opportunity against profits from another, and should be
considered an adverse factor affecting any decision to purchase
our securities.  It is emphasized that management of Digicom
Services, Inc. may effect transactions having a potentially
adverse impact upon its shareholders pursuant to the authority
and discretion of management to complete acquisitions without
submitting any proposal to the stockholders for their
consideration.

Holders of the Company's securities should not anticipate that we
will necessarily furnish such holders, prior to any merger or
acquisition, with financial statements or any other
documentation, concerning a target company or its business.  In
some instances, however, the proposed participation in a business
opportunity may be submitted to the stockholders for their
consideration, either voluntarily by such directors to seek the
stockholders' advice and consent or because state law so
requires.

Lionheart Investments, Inc. anticipates that it will consider,
among other things, the following factors:

     1.   Potential for growth and profitability, indicated by
          new technology, anticipated market expansion, or new
          products;

     2.   Our perception of how any particular business
          opportunity will be received by the investment
          community and by our stockholders;

     3.   Whether, following the business combination, the
          financial condition of the business opportunity would
          be or would have a significant prospect in the
          foreseeable future of becoming sufficient to enable
          the securities of Lionheart Investments, Inc. to
          qualify for listing on an exchange or on a national
          automated securities quotation system, such as NASDAQ,
          so as to permit the trading of such securities to be
          exempt from the requirements of Rule l5c2-6 recently
          adopted by the Securities and Exchange Commission.
          See "Risk Factors - Regulation of Penny Stocks";

     4.   Capital requirements and anticipated availability of
          required funds to be provided by Lionheart
          Investments, Inc. or from operations, through the sale
          of additional securities, through joint ventures or
          similar arrangements, or from other sources;

     5.   The extent to which the business opportunity can
          be advanced;

     6.   Competitive position as compared to other companies of
          similar size and experience within the industry
          segment as well as within the industry as a whole;

     7.   Strength and diversity of existing management, or
          management prospects that are scheduled for
          recruitment;

     8.   The cost of participation by the Company as compared
          to the perceived tangible and intangible values and
          potential; and

     9.   The accessibility of required management expertise,
          personnel, raw materials, services, professional
          assistance, and other required items.



                        ITEM 2.  DESCRIPTION OF PROPERTY

An officer of the Registrant provides office facilities at 3215
Mathers Avenue, West Vancouver, British Columbia.  There is no
charge for the use of these facilities.  The Company maintains
no other office and owns no real estate.

    ITEM 3.  LEGAL PROCEEDINGS

There are no legal proceedings in which the Company is involved.

    ITEM 4.  SUBMISSIONS OF MATTERS TO A VOTE OF SECURITY
HOLDERS

There have been no matters submitted to a vote of the security
holders during the fourth quarter of the fiscal year ended
September 30, 2001.


PART II

    ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS

There is no public trading market for the Company's securities.

    ITEM 6.  MANAGEMENT DISCUSSION AND ANALYSIS OR PLAN OF
OPERATION

Liquidity and Capital Resources.  The Company is a development
stage company and has not had any revenues to date.  The Company
had no revenues during the year ended September 30, 2001.  The
ability of the Registrant to achieve its operational goals will
depend upon its ability implement its business plan.   Additional
capital is needed to continue or expand its operations, but there
is no assurance that such capital in equity or debt form will be
available.

Results of Operations.  The Company is a development stage
company that generated no revenue during the past year.  The
Company accumulated a deficit of approximately $ 4,700 for the
fiscal year ending September 30, 2001.

     ITEM 7.  FINANCIAL STATEMENTS

Audited financial statements for the year ended September 30,
2001 and for the period March 13, 1999 (Inception) through
September 30, 2001 follow.






                 LIONHEART INVESTMENTS, INC.
                (A Development Stage Enterprise)






                          AUDIT REPORT

                       SEPTEMBER 30, 2001






























                    Janet Loss, C.P.A., P.C.
                   Certified Public Accountant
                  1780 South Belaire, Suite 500
                      Denver, Nevada 80222









                   LIONHEART INVESTMENTS, INC.
                (A Development Stage Enterprise)

                  INDEX TO FINANCIAL STATEMENTS


                       TABLE OF CONTENTS



ITEM                                                               PAGE

Report of Certified Public Accountant                              1

Balance Sheet, September 30, 2001 and 2000                         2

Statement of Operations for the Year Ended September 30, 2001
And for the period April 1, 1997 (Inception) through May 31, 2000  3

Statement of Stockholders' Equity  (Deficit)for the period
April 1, 1997 (Inception) through September 30, 2001               4

Statement of Cash Flows for the Year Ended September 30 2000
And for the period from April 1, 1997 (Inception)
through September 30, 2000                                         5

Notes to Financial Statements                                   6 &7



                    Janet Loss, C.P.A., P.C.
                      Certified Public Accountant
                    1780 South Bellaire, Suite 500
                         Denver, Nevada 80210
                            (303) 782-0878

                     INDEPENDENT AUDITOR'S REPORT

Board of Directors
Lionheart Investments, Inc.
3215 Mathers Avenue
West Vancouver, BC V7V 2K6
Canada

I have audited the accompanying Balance Sheet of Lionheart
Investments, Inc. (A Development Stage Enterprise) as of September 30,
2001 and the Statements of Operations, Stockholders' Equity, and Cash
Flows for the period April 1, 1997 (Inception) through September 30,
2000.  These financial statements are the responsibility of the
Company's management.  My responsibility is to express an opinion on
these financial statements based on my audits.

My examination was made in accordance with generally accepted auditing
standards.  Those standards require that I plan and perform the audits
to obtain reasonable assurance as to 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.  I believe
that our audit provides a reasonable basis for our opinion.

In my opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Lionheart
Investments, Inc. (a development stage enterprise) as of September 30,
2001, and the results of its operations and changes in its cash flows
for the period from April 1, 1997 (Inception) through September 30,
2000, in conformity with generally accepted accounting principles.

/s/
Janet Loss, C.P.A., P.C.
February 12, 2002




                      LIONHEART INVESTMENTS, INC.
                   (A DEVELOPMENT STAGE ENTERPRISE)

                            BALANCE SHEETS
                   AS AT SEPTEMBER 30, 2001 AND 2000

                                ASSETS

                                                            2001         2000
CURRENT ASSETS
     CASH                                           $         0       $   526

TOTAL      CURRENT     ASSETS                                 0           526

TOTAL        ASSETS                                           0           526

                 LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:                                          0             0

STOCKHOLDERS' EQUITY:
     COMMON STOCK, $0.001 PAR VALUE;
     50,000,000 SHARES AUTHORIZED, AND
     1,550,000 SHARES ISSUED AND OUTSTANDING              1,550         1,350

     PREFERRED STOCK 10,000,000 PAR VALUE
     $0.001SHARES AUTHORIZED, NONE ISSUED
     AND OUTSTANDING                                          0             0

     ADDITIONAL PAID-IN CAPITAL                          13,150         1,850

     DEFICIT ACCUMULATED DURING
     THE DEVELOPMENT STAGE                             ( 14,700)       (2,674)

TOTAL STOCKHOLDERS' EQUITY                                    0           526

TOTAL LIABILITY AND STOCKHOLDERS' EQUITY           $          0    $      526





     THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL
                              STATEMENTS






                      LIONHEART INVESTMENTS, INC.
                   (A DEVELOPMENT STAGE ENTERPRISE)

                        STATEMENT OF OPERATIONS
                 FOR THE YEAR ENDED SEPTEMBER 30, 2001
             AND FOR THE PERIOD APRIL 1, 1997 (INCEPTION)
                      THROUGH SEPTEMBER 30, 2000

                                               2001              2000

REVENUES:                              $         0       $         0


OPERATING EXPENSES:

  Fees                                           0               165
  Taxes and Licenses
                                                 2,000           320
  Office           Expenses                         26           189
  Consulting Fees                               10,000         2,000


  TOTAL OPERATING EXPENSES                      12,026         2,674



NET (LOSS)  FOR THE PERIOD                   $  12,026    $  ( 2,674)



NET (LOSS) PER SHARE                            $(0.00)   $    (0.00)



WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING                    1,400,000      1,350,000







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








                      LIONHEART INVESTMENTS, INC.
                (A DEVELOPMENT STAGE ENTERPRISE)

           STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
          FOR THE PERIOD FROM APRIL 1, 1997 (INCEPTION)
                   THROUGH SEPTEMBER 30, 2001

<TABLE>
<CAPTION>

                                                                            Deficit
                                                                            Accumulated
                    Number      Number      Common   Preferred  Additional  During the   Total
                    of Shares   of Shares   Stock    Stock      Paid-in     Development  Stockholders'
                    Common      Preferred   Amount   Amount     Capital     Stage        Equity

<S>                 <C>         <C>         <C>      <C>        <C>         <C>          <C>
Common Stock
Issued April,
1997 For
Services @ $.10     5000        0           500      0          0           0            500


Common Stock
Issued April,
1999 For
Cash @ $.20         3500        0           350      0          350         0            700

Common Stock
Issued to reflect
100-1 split         841500      0           0        0          0           0            0


Common Stock
Issued September
2000 for Cash       500000      0           500      0          1500        0            2000

Net (Loss) for
The Period          0           0           0        0          0           (2,674)      (2,674)

Balances
September 30,
2000                1350000     0           1350     0          1,850       (2,674)       526

December
2000 Adjustment
to Shares Issued
September 2000      0           0           0        0          1,500        0            1,500


Common Stock
Issued July 2,      200000      0           200      0          9,800        0            10,000
2001
for Cash

Net (Loss)
for the Year
Ended               0           0           0        0          0            (12,026)     (12,026)
September 30,
2001

Balances
September 30,
2001                1550000     0           1,550    0          13,150        (14,700)

</TABLE>


THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS

                    LIONHEART INVESTMENTS, INC.
                (A DEVELOPMENT STAGE ENTERPRISE)

                     STATEMENT OF CASH FLOWS
              FOR THE YEAR ENDED SEPTEMBER, 30 2001
          AND FOR THE PERIOD APRIL 1, 1997 (INCEPTION)
                   THROUGH SEPTEMBER 30, 2000


                                                   2001             2000

CASH FLOWS FROM (TO) OPERATING ACTIVITIES:

  NET  LOSS  FOR  THE PERIOD                  $   (12,026)      $  (2,674)

CASH FLOWS FROM FINANCING ACTIVITIES:

  ISSUANCE    OF   COMMON   STOCK                  11,500           3,200

CASH FLOWS FROM INVESTING ACTIVITIES:                   0               0


  NET INCREASE (DECREASE)
  IN  CASH  FOR THE  PERIOD:                      (   526)            526


CASH,  BEGINNING  OF  THE  PERIOD                     526               0

CASH,  END  OF THE  PERIOD                        $     0      $      526








 THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL
                           STATEMENTS.







                   LIONHEART INVESTMENTS, INC.
                 (A DEVELOPMENT STAGE ENTERPRISE)

                  NOTES TO FINANCIAL STATEMENTS
                       SEPTEMBER 30, 2001


NOTE I - ORGANIZATION AND HISTORY

The Company is a Nevada Corporation and the Company has been in
the development stage since its formation on April 1, 1997.

The Company's only activities have been organizational, directed
at raising its initial capital and developing its business plan.

On April 1, 1997, Lionheart Investments, Inc. issued 5,000 shares
of common stock to its sole officer and director as founders'
shares in return for the time, effort and expenses to organize
and form the corporation.  On April 2, 1999 the Company issued a
total of 3,500 shares of common stock to seven individuals for
cash.

On September 29, 2000 the Company restated its Articles of
Incorporation and increased its capitalization from 10,000
authorized shares of common stock with a par value of $0.10 per
share to 50,000,000 authorized shares of common stock with a par
value of $0.001 and 10,000,000 shares of preferred stock with a
par value of $0.001 per share.

On September 29, 2000 the Company forward split all of its issued
and outstanding stock 100-1.

On September 30, 2000 the Company issued 500,000 shares of common
stock to Sandringham Investments, Limited in return for $2,000 in
cash.

On July 2, 2001 the Company issued 200,000 shares of common stock
for a total of $10,000 in cash.


NOTE II - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

DEVELOPMENT STAGE ACTIVITIES

The Company has been in the development stage since inception.

ACCOUNTING METHOD

The Company records income and expenses on the accrual method.

CASH AND CASH EQUIVALENTS

Cash and cash equivalents includes cash on hand, cash on deposit,
and highly liquid investments with maturities generally of three
months or less.  At September 30, 2001, there was $ 00.00 in cash
equivalents.

YEAR END

The Company has elected to have a fiscal year ended September 30.

USE OF ESTIMATES

The preparation of financial statements in accordance with
generally accepted accounting principles requires management to
make estimates and assumptions that effect the reported amounts
of assets and liabilities at the date of financial statements, as
well as revenues and expenses reported for the periods presented.
The Company regularly assesses these estimates and, while actual
results may differ management believes that the estimates are
reasonable.

NOTE III - RELATED PARTY TRANSACTIONS

Inge Kerster, the Company's sole officer and director is the
majority owner of Sandringham Investments Limited and as such may
be considered to own 500,000 shares of common stock beneficially
and 500,000 shares of common stock directly.
     ITEM 8.  CHANGES AND DISAGREEMENTS WITH ACCOUNTANTS ON
     ACCOUNTING AND FINANCIAL DISCLOSURES

There  have  been no changes or disagreements with the  Company's
independent outside auditor.

Part III

        ITEM  9.  DIRECTORS,  EXECUTIVE OFFICERS,  PROMOTERS  AND
     CONTROL  PERSONS;  COMPLIANCE  WITH  SECTION  16(A)  OF  THE
     EXCHANGE ACT

The  Directors  and Executive Officers of the registrant  are  as
follows:

Name                       Age        Position      Period of Service

Inge L. E. Kerster          55        President
                                      Sole officer and director since
                                                    March 13, 1999
                                                    (Inception)

The  Directors of the Company hold office until the  next  annual
meeting  of he shareholders and until their successors have  been
elected  and  have  qualified.  There is no  family  relationship
between and executive officer and director of the Company.

Business Experience.

Inge L.E. Kerster who is Lionheart Investments, Inc.'s President,
has served as the sole officer and director of the Company since
April, 1997.

Ms. Kerster is currently President and majority shareholder of
Sandringham Investments, Limited, a British Columbia corporation
engaged in providing consulting services relating to mergers and
acquisitions and assisting Canadian companies seeking publicly
trading status in the United States.


     ITEM 10.  EXECUTIVE COMPENSATION

During  the  year ended September 30, 2001, the officers  of  the
Company received no salary or benefits.  At the present time none
of  the  officers or directors receives any salaried compensation
for  their  services. The Company has no formal  policy  or  plan
regarding payment of salaries, but should it pay them,  it  would
be  in conformance with general business considerations as to the
payment  of  same, such as the desire to compensate officers  and
employees for time spent on behalf of the Company.

No retirement, pension, profit sharing, stock option or insurance
programs  or similar programs have been adopted by the Registrant
for the benefit of its employees.

No  executive officer or director of the Company holds any option
to purchase any of the Company's securities.


     ITEM       11.  SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL
     OWNERS AND MANAGEMENT

The  following table sets forth information, as of September  30,
2000  of  persons  known to the Company as being  the  beneficial
owner of over 5% of the Company's Common Stock.

Title        Name and Address of   Amount and Nature   Percent of
             Owner                 of   Ownership      Ownership

Common    Inge L. E. Kerster*               500,000       37.04
          3215 Mathers Avenue
          West Vancouver, BC V7V 2K6

Common    Sandringham Investments Limited*  500,000       37.04
          3215 Mathers Avenue
          West Vancouver, BC V7V 2K6

* Inge Kerster, the Company's sole officer and director is the
majority owner of Sandringham Investments Limited and as such may
be considered to own 500,000 shares of common stock beneficially
and 500,000 shares of common stock directly.

     ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

None

     ITEM 13.  EXHIBITS AND REPORTS FOR FORM 8-K

There are no Exhibits or Reports on Form 8-K

SIGNATURES

In Accordance with Section 13 or 15(d) of the Securities Exchange
Act, the Registrant caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.

LIONHEART INVESTMENTS, INC.
By:    /S/   Inge L. E. Kerster
Date: February 22, 2002
                  Inge L. E. Kerster, Director and President