US SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                Amendment No. 1

                                       To

                                  FORM 10-QSB

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

For the quarterly period ended March 31, 2001
                               ------------------------------

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. Employer Identification No.)
  incorporation or organization)



               20 SE 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 March 31, 2001.

<PAGE>

                           THE LIONSHARE GROUP, INC.

                                     INDEX

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

Item 1.  Financial statements.

         Consolidated Balance Sheets as of March 31, 2001 (unaudited).

         Consolidated Statements of Operations for the Three Months
         Ended March 31, 2001 and March 31, 2000 (unaudited)

         Consolidated Statements of Stockholders' Equity (Deficit) for
         the Period from July 1, 1998 to March 31, 2001. (unaudited)

         Consolidated Statements of Cash Flows for the Three Months
         Ended March 31, 2001 and March 31,2000 (unaudited)

         Notes to Unaudited Consolidated Financial Statements.


         Consolidated Balance Sheets as of March 31, 2001 (unaudited).

         Consolidated Statements of Operations for the nine Months Ended
         March 31, 2001 and March 31, 2000 (unaudited)

         Consolidated Statements of Stockholders' Equity (Deficit) for
         the Period from July 1, 1998 to March 31, 2001. (unaudited)

         Consolidated Statements of Cash Flows for the Nine Months Ended
         March 31, 2001 and March 31, 2000. (unaudited)

         Notes to Unaudited Consolidated Financial Statements.




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

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

Item 6.  NONE



                                       2

<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 interim 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 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 March 31, 2001, 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 10-KSB.

         As used herein, the "Company" refers to The Lionshare Group, Inc., a
Delaware corporation, and predecessors, unless otherwise indicated. Unaudited
condensed interim financial statements, including balance sheets, statements of
changes in shareholders' equity (deficit) and statements of cash flows for the
Company as of the quarters ended December 31, 2000 and December 31, 1999 and
statements of operations for the interim periods up to the date of such balance
sheets are attached hereto as pages 4 through 7 and are incorporated herein by
this reference.





                                       3


<PAGE>

                            THE LIONSHARE GROUP, INC.
                   UNAUDITED CONDENSED INTERIM BALANCE SHEETS
                             MARCH 31, 2001 AND 2000
<TABLE>
<CAPTION>

                                     ASSETS
                                     ------

                                                                                      2001                2000
                                                                                      ----                ----

<S>                                                                                 <C>                 <C>
CURRENT ASSETS - CASH                                                               $      0            $    210

PROPERTY AND EQUIPMENT                                                                     0                   0

OTHER ASSETS                                                                               0                   0
                                                                                    --------            --------
TOTAL ASSETS                                                                        $      0            $    210
                                                                                    --------            --------
                 LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
                 ----------------------------------------------

ACCOUNTS PAYABLE AND ACCRUED LIABILITIES                                            $ 29,427            $    275
SHAREHOLDER LOANS                                                                     25,000              15,500

LONG-TERM LIABILITIES                                                                      0                   0
                                                                                    --------            --------
TOTAL LIABILITIES                                                                     54,427              15,775
                                                                                    --------            --------
SHAREHOLDER' EQUITY (DEFICIT):
COMMON STOCK, 5.0001 PAR VALUE, 100,000,000 SHARES
   AUTHORIZED, 1,329,488 SHARES ISSUED IN 2001 AND 1,327,539
   SHARES ISSUED IN 2000 RESPECTIVELY                                                    133                 133
PAID-IN CAPITAL                                                                        5,380               5,380
ACCUMULATED (DEFICIT)                                                                (59,940)            (21,078)
                                                                                    --------            --------
NET SHAREHOLDER' EQUITY (DEFICIT)                                                    (54,427)            (15,565)
                                                                                    --------            --------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)                                $      0            $    210
                                                                                    ========            ========
</TABLE>

                       SEE NOTES TO FINANCIAL STATEMENTS

                                        4





<PAGE>


                            THE LIONSHARE GROUP, INC.
              UNAUDITED CONDENSED INTERIM STATEMENTS OF OPERATIONS
               FOR THE THREE MONTHS ENDED MARCH 31, 2001 AND 2000

                                                     2001           2000

REVENUE                                         $         0    $         0
                                                -----------    -----------

OPERATING EXPENSES                                    6,304          5,542
                                                -----------    -----------
NET INCOME (LOSS) FROM OPERATIONS                    (6,304)        (5,542)

INCOME TAXES                                              0              0
                                                -----------    -----------
NET INCOME (LOSS)                               $    (6,304)   $    (5,542)
                                                ===========    ===========


NET INCOME (LOSS) PER COMMON SHARE              $     (0.01)   $     (0.01)
                                                -----------    -----------
WEIGHTED AVERAGE SHARES OUTSTANDING               1,329,408      1,327,539
                                                ===========    ===========



                       SEE NOTES TO FINANCIAL STATEMENTS

                                        5

<PAGE>

                            THE LIONSHARE GROUP, INC.
                           UNAUDITED CONDENSED INTERIM
             STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT)
               FOR THE THREE MONTHS ENDED MARCH 31, 2001 AND 2000

<TABLE>
<CAPTION>


                              COMMON STOCK        PAID-IN    ACCUMULATED
                           SHARES     AMOUNT      CAPITAL     (DEFICIT)       NET
                           ------     ------      -------     ---------       ---

<S>          <C>         <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      (9,400)      (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     (24,512)     (24,512)
                         ---------   ---------   ---------   ---------    ---------
BALANCE MARCH 31, 2001   1,329,488   $     133   $   5,380   $ (59,940)   $ (54,547)
                         =========   =========   =========   =========    =========
</TABLE>

                       SEE NOTES TO FINANCIAL STATEMENTS

                                        6


<PAGE>


                            THE LIONSHARE GROUP, INC.
              UNAUDITED CONDENSED INTERIM STATEMENTS OF CASH FLOWS
               FOR THE THREE MONTHS ENDED MARCH 31, 2001 AND 2000

INCREASE (DECREASE) FROM OPERATING ACTIVITIES:
  NET INCOME (LOSS)                                      $(6,304)   $(5,542)
                                                         -------    -------
  ADJUSTMENTS TO RECONCILE NET INCOME TO NET
  CASH PROVIDED BY OPERATING ACTIVITIES:
    INCREASE (DECREASE) IN ACCOUNTS PAYABLE                6,291       (325)
                                                         -------    -------
TOTAL ADJUSTMENTS                                          6,291       (325)
                                                         -------    -------

NET CASH FLOWS FROM OPERATING ACTIVITIES                     (13)    (5,867)

NET CASH FLOWS FROM FINANCING ACTIVITIES:                      0          0

NET CASH FLOWS FROM INVESTING ACTIVITIES:                      0          0
                                                         -------    -------
NET INCREASE (DECREASE) IN CASH                              (13)    (5,867)

CASH BEGINNING OF PERIOD                                      13      6,077
                                                         -------    -------
CASH ENDING OF PERIOD
SUPPLEMENTAL INFORMATION:
     INTEREST EXPENSE                                    $     0    $     0
     NON CASH ITEMS                                      $     0    $     0



                       SEE NOTES TO FINANCIAL STATEMENTS

                                       7

<PAGE>
                            THE LIONSHARE GOUP, INC.
           NOTES TO UNAUDITED CONDENSED INTERIM FINANCIAL STATEMENTS
                                 MARCH 31, 2001

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 nine months ended March 31, 2001 were, attorney's fees of $17,496,
accounting fees of $4,509 and license and corporate fees of $2,390 and for the
nine months ended March 31, 2000 were attorney's fee of $5,000, accounting fees
of $2,750 and license and corporate fees of $3,262.

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.

                                   8


<PAGE>


                            THE LIONSHARE GROUP, INC.
                   UNAUDITED CONDENSED INTERIM BALANCE SHEETS
                             MARCH 31, 2001 AND 2000
<TABLE>
<CAPTION>

                                     ASSETS
                                     ------
                                                                           2001         2000
                                                                         --------    --------

<S>                                                                      <C>         <C>
CURRENT ASSETS - CASH                                                    $    -0-    $    210

PROPERTY AND EQUIPMENT                                                        -0-         -0-

OTHER ASSETS                                                                  -0-         -0-
                                                                         --------    --------
TOTAL ASSETS                                                             $    -0-    $    210
                                                                         ========    ========

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

ACCOUNTS PAYABLE AND ACCRUED LIABILTIES                                  $ 29,427    $    275

SHAREHOLDER LOANS                                                          25,000      15,500

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

TOTAL LIABILITIES                                                          54,427      15,775
                                                                         --------    --------
SHAREHOLDER' EQUITY (DEFICIT):

COMMON STOCK, $.0001 PAR VALUE, 100,000,000 SHARES
AUTHORIZED, 1,329,488 SHARES ISSUED IN 2001 AND 1,327,539
SHARES ISSUED IN 2000 RESPECTIVELY                                            133         133

PAID-IN CAPITAL                                                             5,380       5,380

ACCUMULATED (DEFICIT)                                                     (59,940)    (21,078)
                                                                         --------    --------
NET SHAREHOLDER' EQUITY (DEFICIT)                                         (54,427)    (15,565)
                                                                         --------    --------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)                     $    -0-    $    210
                                                                         ========    ========
</TABLE>



                       SEE NOTES TO FINANCIAL STATEMENTS

                                       9

<PAGE>
                            THE LIONSHARE GROUP, INC.
              UNAUDITED CONDENSED INTERIM STATEMENTS OF OPERATIONS
                FOR THE NINE MONTHS ENDED MARCH 31, 2001 AND 2000



                                                       2001             2000
                                                  -----------       -----------

REVENUE                                           $       -0-      $        -0-
                                                  -----------       -----------

OPERATING EXPENSES                                     24,512            11,065
                                                  -----------       -----------

NET INCOME (LOSS) FROM OPERATIONS                     (24,512)          (11,065)
                                                  -----------       -----------

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

NET INCOME (LOSS)                                 $   (24,512)      $   (11,065)
                                                  ===========       ===========

NET INCOME (LOSS) PER COMMON SHARE                $     (0.02)      $     (0.01)
                                                  -----------       -----------

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



                       SEE NOTES TO FINANCIAL STATEMENTS

                                       10
<PAGE>


                            THE LIONSHARE GROUP, INC.
                           UNAUDITED CONDENSED INTERIM
             STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT)
                FOR THE NINE MONTHS ENDED MARCH 31, 2001 AND 2000
<TABLE>
<CAPTION>


                                         COMMON STOCK               PAID-IN        ACCUMULATED
                                    SHARES          AMOUNT          CAPITAL          DEFICIT            NET
                                   ---------       --------        ---------       -----------       ---------
<S>                                <C>             <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-          (24,512)         (24,512)

BALANCE MARCH 31, 2001             1,329,488       $     133       $   5,380       $  (59,940)       $ (54,427)
                                   ============================================================================
</TABLE>




                       SEE NOTES TO FINANCIAL STATEMENTS

                                       11

<PAGE>

                            THE LIONSHARE GROUP, INC.
              UNAUDITED CONDENSED INTERIM STATEMENTS OF CASH FLOWS
                FOR THE NINE MONTHS ENDED MARCH 31, 2001 AND 2000



                                                            2001        2000
                                                          --------    --------

INCREASE (DECREASE) FROM OPERATING ACTIVITIES:
  NET INCOME (LOSS)                                       $(24,512)   $(11,065)
                                                          --------    --------

  ADJUSTMENTS TO RECONCILE NET INCOME TO NET
  CASH PROVIDED BY OPERATING ACTIVITIES:
    INCREASE (DECREASE) IN ACCOUNTS PAYABLE                 15,222      11,275
    INCREASE IN SHAREHOLDER LOANS                            9,500         -0-
                                                          --------    --------

TOTAL ADJUSTMENTS                                           24,722      11,275
                                                          --------    --------
NET CASH FLOWS FROM OPERATING ACTIVITIES                      (210)        210

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

NET CASH FLOWS FROM INVESTING ACTIVITIES:                      -0-         -0-
                                                          --------    --------
NET INCREASE (DECREASE) IN CASH                               (210)        210

CASH BEGINNING OF PERIOD                                       210         -0-
                                                          --------    --------

CASH ENDING OF PERIOD                                     $    -0-    $    210
                                                          ========    ========

SUPPLEMENTAL INFORMATION:
     INTEREST EXPENSE                                     $    -0-    $    -0-
     NON CASH ITEMS                                       $    -0-    $    -0-



                       SEE NOTES TO FINANCIAL STATEMENTS

                                       12
<PAGE>

                            THE LIONSHARE GROUP, INC.
            NOTES TO UNAUDITED CONDENSED INTERIM FINANCIAL STATEMENTS
                                 MARCH 31, 2001

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 nine months ended March 31, 2001 were, attorney's fees of $17,496,
accounting fees of $4,509 and license and corporate fees of $2,390 and for the
nine months ended March 31, 2000 were attorney's fee of $5,000, accounting fees
of $2,750 and license and corporate fees of $3,262.

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.

                                       13


<PAGE>


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
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 share were issued and outstanding as of March 31,
2001. 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, 2001.

         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 excepts to consummate its business plan. Operating expenses
incurred from the period of this report, March 31, 2001, and consummation of the
Company's business plan will be funded by shareholder loans.

         In as much as the value of the Company will increase once an
acquisition is completed or operations are contributed to the entity, certain
expenses and obligations owed to service providers and others have been deferred
pending completions of subsequent transactions. The Company has received
informal commitments from its management that they are willing to provide
limited funding in order to meet certain expenses that require immediate
payment. It is also possible that the Company could receive additional
contributions from principal shareholders and unrelated investors to the extent
the need arises and as the company proceeds to acquisitions, but no commitments
have been received as opportunities begin to develop.

         For the nine months ended March 31, 2001 the company incurred costs for
legal fees, accounting fees and corporate fees. These costs were funded by
shareholder loans and increased accounts payable. Please refer to Note 3, Page
(13), on the unaudited financial statements for the nine months ended March 31,
2001, for a detail of these costs.

         The Company's office is located at 20 SE 14th Street, Suite 204, Boca
Raton, FL. 33432.

                                       14

<PAGE>

         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
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, 2001 Compared to Three Months Ended March
30, 2000 and Nine Months Ended March 31, 2001 Compared to Nine Months Ended
March 31, 2000.

Revenues
--------

         The Company currently has no established source of revenues. The
Company's revenues for both the three months ended March 31, 2001 and the three
months ended March 31, 2000 were $0.00. The revenues for the Nine Months ended
March 31, 2001 and for the Nine Months ended March 31, 2000 were $0.00.

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

         General and administrative expenses for three months ended March 31,
2001 were $6,304 as compared to $5,542 for three months ended March 31, 2000.
Increase representing increase of $762. 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 nine months ended March 31, 2001 were $24,512 as compared to
$11,605 for the nine months ended March 31, 2000, representing a increase of
$13,447. 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 March 31,
2001 was $6,304 as compared to the net loss of $5,542 for the three months ended
March 31, 2000, representing an increase of $762. Net loss for the nine months
ended March 31, 2001 was $24,512 as compared to the net loss of $11,605 for nine
months ended March 31, 2000, representing a increase of $13,447.

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

         To fund working capital requirements through March 31, 2001, 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-

                                       15

<PAGE>

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
to management's forward-looking statements. The differences may be caused by a
variety of factors, including, but not limited to, adverse economic conditions,
competitive pressure, 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.









                                       16
<PAGE>

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

      (b)  Reports on Form 8-K
           None












                                       17
<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



                                   By: /s/ Edward McCluskey
                                       ----------------------------------------
                                       Edward McCluskey
                                       President and Director



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

Date: June 27, 2001
       ----------------------







                                       18