<PAGE>

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


                                   FORM 10-QSB
(Mark One)

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

         For the quarterly period ended        December 31, 2002
                                        ---------------------------------------

[   ] 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)

         1900 Corporate Boulevard, Suite 305W, Boca Raton, Florida 33431
         ---------------------------------------------------------------
                    (Address of principal executive offices)

                                 (561) 241-9921
                           (Issuer's telephone number)

               --------------------------------------------------
 (Former Name, former address and former fiscal year, if changed since
                                 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: 5,333,243 shares of Common
Stock as of January 31, 2003.



<PAGE>


                                      INDEX


PART I.  FINANCIAL INFORMATION


PART II. OTHER INFORMATION


<PAGE>


PART I.  FINANCIAL INFORMATION

ITEM 1.  CONDENSED FINANCIAL STATEMENTS (UNAUDITED)



                            THE LIONSHARE GROUP, INC.
                         CONDENSED FINANCIAL STATEMENTS
                             AS OF DECEMBER 31, 2002



<PAGE>


                            THE LIONSHARE GROUP, INC.



                                    CONTENTS
                                    --------

PAGE          1        CONDENSED BALANCE SHEET AS OF DECEMBER 31, 2002
                       (UNAUDITED) AND JUNE 30, 2002

PAGE          2        CONDENSED  STATEMENTS  OF OPERATIONS  FOR THE THREE
                       AND SIX MONTHS ENDED  DECEMBER 31, 2002 AND 2001
                       (UNAUDITED)

PAGE          3        CONDENSED  STATEMENTS  OF CASH FLOWS FOR THE SIX
                       MONTHS ENDED DECEMBER 31, 2002 AND 2001 (UNAUDITED)

PAGES       4 - 7      NOTES TO CONDENSED FINANCIAL STATEMENTS AS OF
                             DECEMBER 31, 2002 (UNAUDITED)




<PAGE>
<TABLE>
<CAPTION>

                            THE LIONSHARE GROUP, INC.
                             CONDENSED BALANCE SHEET
                             -----------------------


                                     ASSETS
                                     ------
                                                                              December 31,
                                                                                  2002         June 30,
                                                                              (Unaudited)        2002
<S>                                                                               <C>            <C>
                                                                              ------------    -------------
CURRENT ASSETS
 Cash                                                                       $     57,143    $      42,740
                                                                              ------------    -------------

TOTAL ASSETS                                                                $     57,143    $      42,740
------------
                                                                              ============    =============

                      LIABILITIES AND STOCKHOLDERS' EQUITY
                      ------------------------------------

CURRENT LIABILITIES
 Accounts payable                                                           $     16,854    $      12,148
                                                                              ------------    -------------

TOTAL LIABILITIES                                                                 16,854           12,148
                                                                              ------------    -------------

STOCKHOLDERS' EQUITY
 Preferred stock, $0.0001 par value, 20,000,000 shares authorized, none
   issued and outstanding                                                             -                -
 Common stock, $0.0001 par value, 180,000,000 shares authorized,
   5,333,243 and 4,333,243 shares issued and outstanding, respectively               533              433
 Additional paid-in capital                                                      229,400          139,500
 Accumulated deficit                                                            (188,644)        (108,341)
                                                                              ------------    -------------
                                                                                  41,289           31,592
 Less: subscription receivable                                                    (1,000)          (1,000)
                                                                              ------------    -------------
      Total Stockholders' Equity                                                  40,289           30,592
                                                                              ------------    -------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                  $     57,143    $      42,740
------------------------------------------                                    ============    =============


            See accompanying notes to condensed financial statements.
                                        2

</TABLE>
<PAGE>


                            THE LIONSHARE GROUP, INC.
                       CONDENSED STATEMENTS OF OPERATIONS
                       ----------------------------------
                                   (UNAUDITED)

<TABLE>
<CAPTION>

                                                For the Three          For the Three          For the Six           For the Six
                                                 Months Ended          Months Ended          Months Ended          Months Ended
                                               December 31, 2002      December 31, 2001     December 31, 2002     December 31, 2001
                                              -------------------    ------------------    ------------------    ------------------
<S>                                                   <C>                    <C>                   <C>                   <C>
OPERATING EXPENSES
 Legal fees                                 $             21,653   $             1,348   $            35,306   $             1,348
 Professional fees                                        28,370                  -                   33,076                  -
 Consulting expenses                                       1,831                 1,500                 4,832                 1,500
 Other general and administrative                          1,705                   600                 7,089                26,578
                                               -------------------    ------------------    ------------------    -----------------
       Total Operating Expenses                           53,559                 3,448                80,303                29,426
                                               -------------------    ------------------    ------------------    -----------------

NET (LOSS)                                               (53,559)               (3,448)              (80,303)              (29,426)
----------                                     -------------------    ------------------    ------------------    -----------------

NET (LOSS) PER SHARE - BASIC AND DILUTED    $               (.01)  $             (0.00)  $              (.02)   $             (.02)
                                               ===================    ==================    ==================    =================
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING -
 BASIC AND DILUTED                                      5,333,243             1,329,488             5,251,276             1,329,488
                                               ===================    ==================    ==================    =================

</TABLE>

            See accompanying notes to condensed financial statements.
                                        3


<PAGE>

<TABLE>
<CAPTION>
                            THE LIONSHARE GROUP, INC.
                       CONDENSED STATEMENTS OF CASH FLOWS
               FOR THE SIX MONTHS ENDED DECEMBER 31, 2002 AND 2001
               ---------------------------------------------------
                                   (UNAUDITED)
                                                                                       December 31,       December 31,
                                                                                           2002               2001
                                                                                     ---------------     -------------
<S>                                                                                        <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
 Net (loss)                                                                        $       (80,303)   $      (29,426)
 Adjustments to reconcile net (loss) to net cash used in operating activities:
 Changes in operating assets and liabilities:
  Increase in accounts payable and accrued expenses                                          4,706            26,129
  Increase in shareholder loans                                                               -                3,000
                                                                                     ---------------     -------------
      Net Cash Used In Operating Activities                                                (75,597)             (297)
                                                                                     ---------------     -------------

CASH FLOWS FROM FINANCING ACTIVITIES:
 Proceeds from issuance of common stock, net of placement costs                             90,000              -
                                                                                     ---------------     -------------
      Net Cash Provided By Financing Activities                                             90,000              -
                                                                                     ---------------     -------------

NET INCREASE (DECREASE) IN CASH                                                             14,403              (297)

CASH - BEGINNING OF PERIOD                                                                  42,740               500
                                                                                     ---------------     -------------

CASH - END OF PERIOD                                                               $        57,143    $          203
--------------------                                                                 ===============     =============

</TABLE>
            See accompanying notes to condensed financial statements.
                                        4


<PAGE>


                            THE LIONSHARE GROUP, INC.
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                             AS OF DECEMBER 31, 2002
                             -----------------------
                                   (UNAUDITED)


NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION
       -----------------------------------------------------------

     (A) Organization
     ----------------

     The Lionshare Group,  Inc., (the "Company") was organized under the laws of
     the state of  Delaware  on  October  19,  1994,  under the name of  Resnick
     Worldwide, Inc. The Company currently has no activities.

     (B) Use of Estimates
     --------------------

     In preparing financial statements in conformity with accounting  principles
     generally accepted in the United States of America,  management is required
     to make  estimates  and  assumptions  that affect the  reported  amounts of
     assets  and  liabilities  and  the  disclosure  of  contingent  assets  and
     liabilities  at the  date of the  financial  statements  and  revenues  and
     expenses during the reported period. Actual results could differ from those
     estimates.

     (C) Per Share Data
     ------------------

     Basic and diluted net loss per common  share for all periods  presented  is
     computed  based upon the weighted  average  common  shares  outstanding  as
     defined by Financial  Accounting  Standards No. 128,  "Earnings Per Share."
     Common stock equivalents  consisting of 2,000,000  warrants at December 31,
     2002 were not  included in the  calculation  of diluted  earnings per share
     because the effect would be  anti-dilutive.  Accordingly,  a reconciliation
     between basic and diluted earnings per share is not presented (See Note 2).

     (D) Stock Warrants
     ------------------

     In accordance with Financial  Accounting Standards No. 123, "Accounting for
     Stock-Based  Compensation"  ("SFAS 123") the Company has elected to account
     for stock  options  and  warrants  issued  to  employees  under  Accounting
     Principles Board Opinion No. 25 ("APB 25") and related interpretations. The
     Company accounts for stock options and warrants issued to non-employees for
     services under the fair value method of SFAS 123 (See Note 2).

     (E) New Accounting Pronouncements
     ---------------------------------

     In July 2002, the FASB issued SFAS No. 146,  "Accounting for  Restructuring
     Costs."  SFAS  146  applies  to  costs  associated  with an  exit  activity
     (including  restructuring) or with a disposal of long-lived  assets.  Those
     activities can include  eliminating or reducing product lines,  terminating
     employees and contracts and relocating plant facilities or personnel. Under
     SFAS 146, the Company will record a liability for a cost associated with an
     exit or  disposal  activity  when that  liability  is  incurred  and can be
     measured  at fair  value.  SFAS 146 will  require  the  Company to disclose
     information about its exit and disposal activities,  the related costs, and
     changes in those  costs in the notes to the  interim  and annual  financial
     statements  that include the period in which an exit  activity is initiated

                                       5
<PAGE>


                            THE LIONSHARE GROUP, INC.
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                             AS OF DECEMBER 31, 2002
                             -----------------------
                                   (UNAUDITED)


     and in any subsequent  period until the activity is completed.  SFAS 146 is
     effective  prospectively  for exit or disposal  activities  initiated after
     December 31,  2002,  with earlier  adoption  encouraged.  Under SFAS 146, a
     company cannot restate its previously  issued financial  statements and the
     new statement  grandfathers  the accounting for liabilities  that a company
     had previously recorded under Emerging Issues Task Force Issue 94-3.

     In December 2002, the Financial Accounting Standards Board Issued Statement
     No.  148,   "Accounting   for   Stock-Based   Compensation-Transition   and
     Disclosure-an  amendment of FASB Statement No. 123", ("SFAS 148"). SFAS 148
     amends FASB Statement No. 123,  "Accounting  for Stock Based  Compensation"
     ("SFAS 123") and provides  alternative  methods for accounting for a change
     by  registrants  to the fair value  method of  accounting  for  stock-based
     compensation.  Additionally, SFAS 148 amends the disclosure requirements of
     SFAS  123 to  require  disclosure  in  the  significant  accounting  policy
     footnote of both annual and interim  financial  statements of the method of
     accounting  for  stock-based   compensation   and  the  related   pro-forma
     disclosures  when the  intrinsic  value method  continues  to be used.  The
     statement is effective for fiscal years  beginning after December 15, 2002,
     and disclosures are effective for the first fiscal quarter  beginning after
     December 15, 2002.

     The Company does not believe the adoption of these  pronouncements will not
     have a material  effect on the Company's  financial  position or results of
     operations.

     (F) Interim Condensed Financial Statements
     ------------------------------------------

     The condensed financial  statements as of December 31, 2002 and for the six
     months ended  December 31, 2002 and 2001 are  unaudited.  In the opinion of
     management,  such condensed  financial  statements  include all adjustments
     (consisting  only of  normal  recurring  accruals)  necessary  for the fair
     presentation of the financial  position and the results of operations.  The
     results of operations  for the six months ended  December 31, 2002 and 2001
     are not  necessarily  indicative of the results to be expected for the full
     year.  The  condensed  balance  sheet  information  as of June 30, 2002 was
     derived from the audited  financial  statements  included in the  Company's
     annual  report Form  10-KSB.  The interim  condensed  financial  statements
     should be read in conjunction with that report.

NOTE 2 STOCKHOLDERS' EQUITY
       --------------------

     (A) Authorized Shares
     ---------------------

     Effective June 15, 1995,  the Company was  authorized to issue  100,000,000
     shares of  common  stock at  $0.0001  par  value  and  5,000,000  shares of
     preferred stock at $0.0001 par value. On July 29, 2002, the Company amended
     its Certificate of Incorporation with the State of Delaware to increase its
     authorized  shares to 180,000,000  shares of $0.0001 par value common stock
     and 20,000,000 shares of $0.0001 par value preferred stock.

                                       6
<PAGE>

                            THE LIONSHARE GROUP, INC.
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                             AS OF DECEMBER 31, 2002
                             -----------------------
                                   (UNAUDITED)


     (B) Stock and Warrants Issued for Cash
     --------------------------------------

     On  June 5,  2002,  the  Company  agreed  to  enter  into a stock  purchase
     agreement to issue 40,000,000  (4,000,000  post-reverse stock split) shares
     of  common  stock  and  30,000,000  (3,000,000  post-reverse  stock  split)
     warrants  exercisable  at $.01 to $.04  ($.10 to $.40  post  reverse  stock
     split) per share expiring at various dates through May 2007 in exchange for
     $50,000 in cash,  and  assumption  of notes payable of $17,500 and accounts
     payable of $65,920 by the consultant  for an aggregate  amount of $133,420.
     The warrants were valued at zero under the  Black-Scholes  method since the
     exercise price  materially  exceeded the estimated fair market value of the
     shares  of the  Company  at the  date of  grant.  In  connection  with  the
     agreement: (1) the consultant also received 1,000,000 (100,000 post-reverse
     stock  split)  shares of common  stock,  (2) the  Company  repurchased  and
     retired  25,000,000  (2,500,000  post-reverse  stock  split)  shares of its
     common stock for $25,000,  and (3) under resolutions  approved by the Board
     of Directors and  stockholders in June 2002, the Company effected a one for
     ten  reverse  stock  split  of  its  outstanding  common  stock  after  the
     aforementioned issuances and retirements. All shares and per share data has
     been retroactively restated to give effect to the one for ten reverse stock
     split. As a result of the aforementioned stock purchase agreement there was
     a change in control of the Company which  resulted in the new  stockholders
     owning 92.3% of the common stock.

     On July 16, 2002, a warrant was exercised to purchase  1,000,000  shares at
     $.10 per share for cash proceeds of $90,000 (net of placement costs).

                                       7
<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

General

         Management's discussion and analysis contains various "forward-looking
statements" within the meaning of the Securities and Exchange Act of 1934. Such
statements consist of any statement other than a recitation of historical fact
and can be identified by the use of forward-looking terminology such as
"may","expect", "anticipate", "estimate" or "continue" or use of negative or
other variations or comparable terminology. Management cautions that these
statements are further qualified by important factors that could cause actual
results to differ materially from those contained in the forward-looking
statements, that these forward-looking statements are necessarily speculative,
and there are certain risks and uncertainties that could cause actual events or
results to differ materially from those referred to in such forward-looking
statements.

Results of Operations for the Three Months Ended December 31, 2002 as Compared
to the Three Months Ended December 31, 2001.

         The Company had no revenues for the three months ended December 31,
2002 and December 31, 2001. The Company incurred operating expenses of $53,559
for the three months ended December 31, 2002, principally consisting of
professional fees of $28,370 and legal fees of $21,653. The professional and
legal fees are associated with the Company's reorganization of its business. For
the three months ended December 31, 2001 the Company incurred operating expenses
of $3,448, primarily consisting of legal fees and consulting expenses.

         For the three months ended December 31, 2002, the Company had a net
loss of $53,559 as compared to a net loss of $3,448 for the three months ended
December 31, 2001.

Results of Operations for the Six Months Ended December 31, 2002 as Compared to
the Six Months Ended December 31, 2001.

         The Company had no revenues for the six months ended December 31, 2002
and December 31, 2001. The Company incurred operating expenses of $80,303 for
the six months ended December 31, 2002, principally consisting of professional
fees of $33,076 and legal fees of $35,306. The professional and legal fees are
associated with the Company's reorganization of its business. For the six months
ended December 31, 2001 the Company incurred operating expenses of $29,426,
primarily consisting of general and administrative expenses.

         For the six months ended December 31, 2002, the Company had a net loss
of $80,303 as compared to a net loss of $29,426 for the six months ended
December 31, 2001.

                                        1
<PAGE>

Liquidity and Capital Resources

         As of December 31, 2002, the Company had existing cash reserves of
$57,143. At December 31, 2002, the Company had working capital of $40,289.

         Effective May 15, 2002, the Company entered into a stock purchase
agreement with an investor. Under the agreement, the investor purchased
40,000,000 shares of the Company's Common Stock for $400,000. As additional
consideration the Company has agreed to retire 25,000,000 outstanding shares of
its Common Stock and to issue the investor warrants to purchase 10,000,000
shares of Common Stock exercisable at $.01 per share through August 2, 2002,
warrants to purchase 10,000,000 shares of Common Stock exercisable at $.02 per
share through May 6, 2005 and warrants to purchase 10,000,000 shares of Common
Stock exercisable at $.04 per share through May 6, 2007.

         The $400,000 received by the Company was used to satisfy the Company's
obligations, including, but not limited to, debts and distributions to
shareholders whose shares are being retired.

         Subsequent to the stock purchase agreement, the Company effectuated a
one for ten reverse stock split of its outstanding Common Stock, which includes
the securities issued to the investor. As a result of the reverse stock split,
at June 30, 2002 there was approximately 4,333,243 shares of the Company's
Common Stock outstanding, of which the Company's majority shareholder owned
4,000,000 shares (excluding the shares of Common Stock underlying the Majority
Shareholder's warrants).

         On July 16, 2002, a warrant was exercised by the Company's majority
shareholder to purchase 1,000,000 shares of Common Stock at $.10 per share. The
Company received cash proceeds of $90,000.

         The Company believes that the proceeds from the stock purchase and
funds received from the exercise of the warrant will be satisfactory to maintain
operations for 12 months.

Plan of Operations

         The Company is seeking to acquire assets or shares of an entity
actively engaged in business which generates revenues, in exchange for its
securities. The Company does not have any possible acquisition of merger
candidates as of the date of this report. Management intends to seek,
investigate and, if such investigation warrants, acquire an interest in business
opportunities presented to it by persons or firms who or which desire to seek
the perceived advantages of an Exchange Act registered corporation. The Company
will not restrict its search to any specific business, industry, or geographical
location and it may participate in a business venture of virtually any kind or
nature. This lack of diversification should be considered a substantial risk to
the Company's stockholders because it will not permit it to offset potential
losses from one venture against gains from another.

         The analysis of new business opportunities will be undertaken by, or
under the supervision of the Company at minimal cost. The Company intends to
concentrate on identifying preliminary prospective business opportunities.

                                       2
<PAGE>

         In implementing a structure for a particular business acquisition, the
Company may become a party to a merger, consolidation, reorganization, joint
venture, or licensing agreement with another corporation or entity. The Company
may also acquire stock or assets of an existing business. The Company's
corporate policy does not prohibit it from entering into transactions with
related parties.

         As part of the Company's investigation, management may meet with a
target company's management and key personnel, may visit and inspect material
facilities, obtain analysis of verification of certain information provided,
check references of management and key personnel, and take other reasonable
investigative measures, to the extent of the Company's limited financial
resources and management expertise. The manner in which the Company will
participate in an opportunity will depend on: the nature of the opportunity,
respective needs and desires, respective needs and desires of other parties,
management of the opportunity, and relative negotiation strength.

         The Company has been dependent upon proceeds from the private sale of
its securities to maintain its operations. Management believes that funds
received from private financing will satisfy its cash requirements necessary to
facilitate its business plan over the next 12 months. The Company anticipates
that it will incur nominal expenses in the implementation of its business plan.

ITEM 3.  CONTROLS AND PROCEDURES

Evaluation of disclosure controls and procedures

         Within the 90 days prior to the filing date of this report, the Company
carried out an evaluation of the effectiveness of the design and operation of
its disclosure controls and procedures pursuant to Exchange Act Rule 13a-14.
This evaluation was done under the supervision and with the participation of the
Company's Principal Executive Officer and Principal Financial Officer. Based
upon that evaluation, he concluded that the Company's disclosure controls and
procedures are effective in gathering, analyzing and disclosing information
needed to satisfy the Company's disclosure obligations under the Exchange Act.

Changes in internal controls

         There were no significant changes in the Company's internal controls or
in other factors that could significantly affect those controls since the most
recent evaluation of such controls.

PART II. OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

         None.

                                       3

<PAGE>
ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

         On July 16, 2002, a warrant was exercised by a warrant holder to
purchase 1,000,000 shares of the Company's common stock (post-reverse split) at
$.10 per share for cash proceeds of $90,000. The shares were issued under the
exemption from registration provided by section 4(2) of the Securities Act. The
shares issued contain a legend restricting their transferability absent
registration or applicable exemption. The investor had access to information
concerning the Company and had the opportunity to ask questions concerning the
Company.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

         None.

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

         Effective July 29, 2002, the Company amended its Certificate of
Incorporation by the written consent of the holders of a majority in interest of
the Company's voting capital stock consisting of the Company's outstanding
Common Stock. The purpose of filing the amendment was to effect a 1 for 10
reverse stock split of the Company's outstanding Common Stock and to increase
the Company's authorized common stock from 100,000,000 to 180,000,000. The
Company's board of directors, on June 28, 2002, approved the amendment and
recommended by written consent that the amendment be approved by the Company's
stockholders. The Company's principal shareholder, approved the amendment on
June 28, 2002 and the Company filed a definitive information statement with the
Securities and Exchange Commission disclosing the amendment. The amendment
became effective when filed with the Secretary of State of the State of Delaware
on July 29, 2002. Immediately following the reverse split, there were 4,333,243
shares of the Company's Common Stock outstanding, of which the Company's new
investor owned 4,000,000 shares (excluding the shares of Common Stock underlying
the warrants).

ITEM 5.  OTHER INFORMATION

         On February 14, 2003, the Company's board of directors (solely
consisting of George Weast) appointed Jeff Barocas to serve on its board of
directors and as the Company's principal financial officer. On February 14,
2002, George Weast resigned from the Company's board of directors and as its
president. Subsequent to Mr. Weast's resignation, the Company's board of
directors appointed Jeff Barocas to replace Mr. Weast as the Company's president
and principal executive officer.

         Mr. Barocas, age 54, has been the chief financial officer of Biometrics
Marketing, Inc., a development stage company and subsidiary of Biometrics
Security Technology, Inc. (formerly AUG Corp.), since March 2002. From July 1996
to March 2002 he was chief financial officer of Quipp, Inc., a Nasdaq listed
company (symbol: Quipp). Prior to Quipp, he was chief financial officer of
London International US Holdings, a US subsidiary of London International Group,
a Nasdaq listed ADR (symbol: Londy).

                                       4

<PAGE>

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:

         16.1     Letter of Sellers & Associates, P.A., pursuant to Item
                  304(a)(3) of Regulation S-B (previously filed on Form 8-K
                  filed September 24, 2002)

         99.1     Certification

(b) Reports on Form 8-K

         On September 24, 2002 the Company filed a Current Report on form 8-K
announcing that on June 11, 2002, the Board of Directors of the Company approved
the engagement of Weinberg & Company, P.A. as independent auditors of the
Company for the fiscal year ended June 30, 2002, to replace the firm of Sellers
& Associates ("Sellers"), who were dismissed as the Company's auditors,
effective May 28, 2002 (date of dismissal).

         The reports of Sellers on the Company's financial statements for the
past two years did not contain an adverse opinion or disclaimer of opinion, and
were not qualified as to uncertainty, audit scope, or accounting principles,
however, the reports were modified to include an explanatory paragraph wherein
Sellers expressed substantial doubt about the Company's ability to continue as a
going concern.


                                       5

<PAGE>


                                   SIGNATURES

         In accordance with Section 13 of the Securities Exchange Act of 1934,
the Registrant caused this Report to be signed on its behalf by the undersigned,
thereunto duly authorized on February 18, 2003.


                            THE LIONSHARE GROUP, INC.


                            By: /s/ Jeff Barocas
                            ------------------------------
                                    Jeff Barocas, Director,
                                    President and Principal
                                    Accounting Officer




                                       6
<PAGE>


                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350
                             AS ADOPTED PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

         In connection with the accompanying Quarterly Report of The Lionshare
Group, Inc. (the "Registrant") on Form 10-QSB for the period ending December 31,
2002, as filed with the Securities and Exchange Commission on the date hereof
(the "Quarterly Report"), I, Jeff Barocas, Principal Executive Officer and
Principal Financial Officer of the Registrant, certify, pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002, to the best of my knowledge, that:

1.       I have reviewed this Quarterly Report;

2.       Based on my knowledge, this Quarterly Report does not contain any
         untrue statement of material fact or omit to state a material fact
         necessary to make the statements made, in light of the circumstances
         under which such statements were made, not misleading with respect to
         the period covered by this Quarterly Report;

3.       Based on my knowledge, the financial statements, and other financial
         information included in this Quarterly Report, fairly present in all
         material respects the financial condition, results of operations and
         cash flows of the registrant as, and for the periods presented in this
         Quarterly Report;

4.       I am responsible for establishing and maintaining disclosure controls
         and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for
         the Registrant and have:

         a)       designed such disclosure controls and procedures to ensure
                  that material information relating to the Registrant,
                  including its consolidated subsidiaries, to the extent
                  applicable, is made known to me by others within those
                  entities, particularly during the period in which this
                  Quarterly Report is being prepared;

         b)       evaluated the effectiveness of the Registrant's disclosure
                  controls and procedures as of a date within 90 days prior to
                  the filing date of this Quarterly Report (the "Evaluation
                  Date"); and

         c)       presented in this Quarterly Report my conclusions about the
                  effectiveness of the disclosure controls and procedures based
                  on my evaluation as of the Evaluation Date;

5.       I have disclosed, based on my most recent evaluation, to the
         Registrant's auditors and the audit committee of Registrant's board of
         directors (or persons performing the equivalent functions):

         a)       all significant deficiencies in the design or operation of
                  internal controls which could adversely affect the
                  Registrant's ability to record, process, summarize and report
                  financial data and have identified for the Registrant's
                  auditors any material weaknesses in internal controls; and

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         b)       any fraud, whether or not material, that involves management
                  or other employees who have a significant role in the
                  Registrant's internal controls; and

6.       I have indicated in this Quarterly Report whether or not there were
         significant changes in internal controls or in other factors that could
         significantly affect internal controls subsequent to the date of my
         most recent evaluation, including any corrective actions with regard to
         significant deficiencies and material weaknesses.


By:      /s/Jeff Barocas
         ------------------------------
         Jeff Barocas
         Principal Executive Officer and
         Principal Financial Officer
         February 18, 2003




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