<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        September 30, 2002
                                            -------------------------

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

        For the transition period fromto

                         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 November 1, 2002.



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


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


<PAGE>

PART I.     FINANCIAL INFORMATION

ITEM 1.     CONDENSED FINANCIAL STATEMENTS (UNAUDITED)


                            THE LIONSHARE GROUP, INC.



                                    CONTENTS
                                    --------


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

PAGE     2     CONDENSED  STATEMENTS  OF  OPERATIONS  FOR THE THREE MONTHS ENDED
               SEPTEMBER  30,  2002  AND  2001  (UNAUDITED)

PAGE     3     CONDENSED  STATEMENTS  OF  CASH  FLOWS FOR THE THREE MONTHS ENDED
               SEPTEMBER  30,  2002  AND  2001  (UNAUDITED)

PAGES  4 - 7   NOTES TO CONDENSED FINANCIAL STATEMENTS AS OF SEPTEMBER 30,
               2002  (UNAUDITED)



<PAGE>
                            THE LIONSHARE GROUP, INC.
                             CONDENSED BALANCE SHEET
                             -----------------------


                                     ASSETS
<TABLE>
<CAPTION>
                                                                  September 30,
                                                                      2002         June 30,
                                                                    (Unaudited)       2002
                                                                 -------------- ---------------
CURRENT ASSETS
<S>                                                              <C>            <C>
Cash                                                              $     110,702  $       42,740
                                                                 -------------- ---------------
TOTAL ASSETS                                                      $     110,702  $       42,740
------------                                                     ============== ===============

                           LIABILITIES AND STOCKHOLDERS' EQUITY
                           ------------------------------------
CURRENT LIABILITIES
Accounts payable and accrued expenses                              $     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                                                    (135,085)       (108,341)
                                                                 -------------- ---------------
                                                                         94,848          31,592
Less: subscription receivable                                            (1,000)         (1,000)
                                                                 -------------- ---------------
Total Stockholders' Equity                                               93,848          30,592
                                                                 -------------- ---------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                         $    110,702  $       42,740
------------------------------------------                       ==============  ==============

</TABLE>


                 See accompanying notes to financial statement.


                                        2
<PAGE>
                            THE LIONSHARE GROUP, INC.
                       CONDENSED STATEMENTS OF OPERATIONS
             FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001
             ------------------------------------------------------
                                   (UNAUDITED)


<TABLE>
<CAPTION>

                                                                     September 30, 2002    September 30, 2001
                                                                    --------------------  --------------------

REVENUES                                                            $                 -    $                -
                                                                    --------------------  --------------------
<S>                                                                 <C>                   <C>
OPERATING EXPENSES
Professional fees                                                                18,359                     -
Consulting expenses                                                               3,000                     -
Licenses and corporate fees                                                       2,728                     -
Other general and administrative                                                  2,657                25,978
                                                                    --------------------  --------------------
Total Operating Expenses                                                         26,744                25,978
                                                                    --------------------  --------------------
NET (LOSS)                                                          $           (26,744)              (25,978)
----------

NET (LOSS) PER SHARE - BASIC AND DILUTED                            $             (0.01)  $             (0.19)
                                                                    ====================  ====================
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING - BASIC AND DILUTED             5,159,330               133,243
                                                                    ====================  ====================
</TABLE>
                 See accompanying notes to financial statement.



                                        3
<PAGE>
                            THE LIONSHARE GROUP, INC.
                       CONDENSED STATEMENTS OF CASH FLOWS
             FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001
             ------------------------------------------------------
                                   (UNAUDITED)
<TABLE>
<CAPTION>



                                                                       September 30, 2002    September 30, 2001
                                                                       --------------------  --------------------
CASH FLOWS FROM OPERATING ACTIVITIES:

Net (loss)                                                                         $(26,744)  $         (25,978)
<S>                                                                    <C>
Adjustments to reconcile net (loss) to net cash provided by
(used in) operating activities:
Changes in operating assets and liabilities:
Increase in accounts payable and accrued expenses                                     4,706              25,681
                                                                       -------------------- --------------------
Net Cash Used In Operating Activities                                               (22,038)               (297)
                                                                       -------------------- --------------------

CASH FLOWS FROM INVESTING ACTIVITIES:                                                     -                   -
                                                                       -------------------- --------------------
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 AND CASH EQUIVALENTS                                 67,962                (297)

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                                     42,740                 500
                                                                       -------------------- --------------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD                              $           110,702 $               203
==========================================                              =================== ====================

</TABLE>






                 See accompanying notes to financial statement.
                                        4


<PAGE>

                            THE LIONSHARE GROUP, INC.
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                            AS OF SEPTEMBER 30, 2002
                            ------------------------
                                   (UNAUDITED)


7

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.  On  June  16,  1995,  Resnick  Worldwide,  Inc.  filed an
     amendment to change its name to Standard Brands of America, Inc., which had
     its  charter  forfeited by the State of Delaware during 1997 for failure to
     obtain  a  registered  agent. On August 20, 1997, a Certificate for Renewal
     and  Revival  of  Charter was filed with the State of Delaware to procure a
     restoration,  renewal  and  revival  of  charter effective May 15, 1997. On
     April  16,  1998,  Standard  Brands of America, Inc., filed an amendment to
     change  its  name to The Lionshare Group, 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 September 30,
     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.

     (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.

     (E)  NEW  ACCOUNTING  PRONOUNCEMENTS
     ------------------------------------

     In  April 2002, the FASB issued SFAS 145, Rescission of FASB Statements No.
     4,  44,  and  64,  Amendment  of  FASB  Statement  No.  13,  and  Technical
     Corrections.  SFAS  145 rescinds the provisions of SFAS No. 4 that requires
     companies to classify certain gains and losses from debt extinguishments as
                                        5
<PAGE>
                            THE LIONSHARE GROUP, INC.
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                            AS OF SEPTEMBER 30, 2002
                            ------------------------
                                   (UNAUDITED)

     extraordinary  items,  eliminates  the  provisions of SFAS No. 44 regarding
     transition  to  the  Motor Carrier Act of 1980 and amends the provisions of
     SFAS  No. 13 to require that certain lease modifications be treated as sale
     leaseback  transactions.  The  provisions  of  SFAS  145  related  to
     classification  of  debt  extinguishments  are  effective  for fiscal years
     beginning  after  May  15,  2002.  Earlier  application  is encouraged. The
     Company does not believe the adoption of this standard will have a material
     impact  the  financial  statements.

     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
     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.

     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 September 30, 2002 and for the
     three  months  ended  September  30,  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 three months ended September
     30,  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.

                                        6
<PAGE>
                            THE LIONSHARE GROUP, INC.
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                            AS OF SEPTEMBER 30, 2002
                            ------------------------
                                   (UNAUDITED)


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.

     (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 SEPTEMBER 30, 2002 AS COMPARED
TO THE THREE MONTHS ENDED SEPTEMBER 30, 2001.

     The Company had no revenues for the three months ended September 30, 2002
and September 30, 2001.  The Company incurred operating expenses of $26,744 for
the three months ended September 30, 2002, principally consisting of
professional fees ($18,359).  The professional fees are associated with the
Company's reorganization of its business.  For the three months ended September
30, 2001 the Company incurred operating expenses of $25,978, consisting of
general and administrative expenses.

     For the three months ended September 30, 2002, the Company had a net loss
of $26,744 as compared to a net loss of $25,978 for the three months ended
September 30, 2001.

LIQUIDITY AND CAPITAL RESOURCES

     As of September 30, 2002, the Company had existing cash reserves of
$110,702.  The Company had a net loss of $26,744 for the three months ended
September 30, 2002.

     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.

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).




<PAGE>

     On July 16, 2002, a warrant was exercised 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.  The Company intends to concentrate on
identifying preliminary prospective business opportunities.

     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.


<PAGE>

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 Chairman, President 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.

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 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.



<PAGE>

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

     None.

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.




<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 November 18, 2002.


                              THE LIONSHARE GROUP, INC.


                              By: /s/George E. Weast
                                 -------------------
                                    George E. Weast, Director,
                                    President and Principal
                                    Accounting Officer




<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 September
30, 2002, as filed with the Securities and Exchange Commission on the date
hereof (the "Quarterly Report"), I, George E. Weast, 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 Annual 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 Annual
Report;

3.     Based on my knowledge, the financial statements, and other financial
information included in this Annual 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 Annual 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 Annual 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
Annual Report (the "Evaluation Date"); and

     c)     presented in this Annual 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

     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/George E. Weast
        ------------------
     George E. Weast
     Principal Executive Officer and
     Principal Financial Officer


     November 18, 2002



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