U.S. SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON D.C. 20549
                                   FORM l0-KSB

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

                     For the fiscal year ended June 30, 2000

                         Commission file number 0-30353


                            THE LIONSHARE GROUP, INC.
                            -------------------------
                  (Name of Small Business Issuer in its Charter)

           Delaware                                    65-100Z981
           --------                                    ----------
(State or other Jurisdiction of                    (I.R.S. Employer
 Incorporation or Organization)                   identification No.)


              20 S.E. 14th Street, Suite 204, Boca Raton, FL 33432
              ----------------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)


                                 (561) 338-9336
                                 --------------
                           (Issuer's Telephone Number)


              Securities registered under Section 12(g) of the Act
              ----------------------------------------------------
                                      None


                         Common Stock, $0.000l par value
                         -------------------------------
                                 Title of Class

Check whether the issuer (1) filed all reports to be filed by Section 13 or
15(d) of the Exchange Act during the past 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days. Yes  [ ]  No [X]

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form lO-KSB or any
amendment to this Form 10-KSB.  [X]

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


<PAGE>

                                    BUSINESS

ITEM 1. DESCRIPTION OF BUSINESS

         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 of 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 of
America, Inc., by a filing with Secretary of State of Delaware on June 16, 1995.
Standard Brands Of America, Inc., was a home electronics 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 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 shares were issued and outstanding as of June 30,
2000. Each holder of the common stock shall be entitled to one vote for each
share held. We are also authorized to issue 20,000,000 shares of preferred
stock, $0.0001 par value, of which -0- shares were issued and outstanding as of
June 30, 2000.

         Since July of 1996 we have had no business income. Other than issuing
shares to shareholders, we have not commenced any operational activities. As
such, we can be defined as a "shell" company, whose sole purpose at this time is
to locate and consummate a merger or acquisition with a private entity. Our
directors have elected to commence implementation of our principle business
purpose. Our offices are located at 20 S.E. 14th Street, Suite 204, Boca Raton,
Florida 33432.

         The proposed business activities described in this report classify us
as a blank check company. Many states have enacted statutes, rules and
regulations limiting the sale of securities of blank check companies in their
respective jurisdictions. We do not intend to undertake any other offering of
our securities, either debt or equity until such time as we have successfully
implemented our business plan. The officers have expressed their intention not
to sell their common stock until such time as we have successfully consummated a
merger or acquisition and are no longer classified as a blank check company. In
addition, officers have also expressed their intention not to sell their shares
unless the shares are subsequently registered or if an exemption from
registration is available.

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<PAGE>

COMPETITION

         We will remain insignificant participants among the marketplace of
firms that engage in the acquisition of business opportunities. There are many
established venture capital and financial concerns which have significantly
greater financial and personnel resources and technical expertise then we. In
view of our limited financial resources and limited management availability. We
will continue to be at a significant competitive disadvantage to our
competitors.

EMPLOYEES

         We have no full time or part time employees. Mr. Barnett, our
Secretary, has agreed to allocate a portion of his time to our business
activities, without compensation. We anticipate that our business plan can be
implemented through the efforts of Mr. Barnett's devoting up to 50 hours per
month to our business affairs. Consequently, conflicts of interest may arise
with respect to the limited commitment by him.

         Mr. Barnett is not currently involved with other blank check companies,
but may, in the future, become involved with other companies who have a business
purpose similar to ours. As a result, additional potential conflicts of interest
may arise in the future. If this type of conflict does arise and an officer or
director is presented with business opportunities under circumstances where
there may be a doubt as to whether the opportunity should belong to us or to
another blank check company he or she is affiliated with, he or she will
disclose the opportunity to all such companies. If a situation arises in which
more than one company desires to merge with or acquire such target company, the
company which first filed a registration statement with the Securities and
Exchange Commission will be entitled to proceed with the proposed transaction.


                                  RISK FACTORS

NO OPERATING HISTORY. REVENUE AND ASSETS

         We have no operating history or any revenues from operations. We have
little or no tangible assets or financial resources. We will, in all likelihood,
continue to sustain operating expenses without corresponding revenues, at least
until the consummation of a business combination. This may result in our
incurring a net operating loss which will increase continually until we
consummate a business combination with a profitable business opportunity. There
is no assurance that we can identify such a business opportunity and consummate
such a business combination.

SPECULATIVE NATURE OF COMPANY'S PROPOSED OPERATIONS

         The success of our proposed plan of operation will depend to a great
extent on the operations, financial condition and management of the identified
business opportunity. While we intend to seek business combination(s) with
entities having established

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<PAGE>

operating histories, there can be no assurance that we will be successful in
locating candidates meeting these criteria. In the event that we complete a
business combination our success may be dependent upon management of the
successor firm or venture partner firm and numerous other factors beyond our
control.

STATE BLUE SKY REGISTRATION; RESTRICTED RESALES OF THE SECURITIES

         Transferability of our shares of common stock is limited because a
significant number of states have enacted securities or so-called "blue sky"
laws and regulations restricting or, in many instances, prohibiting, the initial
sale and subsequent resale within the state of securities of "blank check"
companies such as us. In addition, many states, while not specifically
prohibiting or restricting "blank check" companies, would not register our
securities for sale or resale in their states. Because of these regulations, we
have no current plan to register any securities with any state. To ensure that
any state laws are not violated through the resales of our securities, we will
refuse to register the transfer of any securities to residents of any state,
which prohibit such resale or if no exemption is available for such resale. It
is not anticipated that a secondary trading market for our securities will
develop in any state until consummation of a business combination.

SCARCITY OF AND COMPETITION FOR BUSINESS OPPORTUNITIES AND COMBINATIONS

         We are and will continue to be an insignificant participant in the
business of seeking mergers with joint ventures and acquisitions of small
private and public entities. A large number of establish and well-financed
entities, including venture capital companies are active in mergers and
acquisitions of companies which may be desirable target candidates for us.
Nearly all of these entities have significantly greater financial resources,
technical expertise and managerial capabilities than we, and consequently, we
Will be at a competitive disadvantage in identifying possible business
opportunities and successfully completing a business combination. In addition,
we will also compete in seeking merger or acquisition candidates with numerous
other small public companies.

NO AGREEMENT FOR BUSINESS COMBINATION OR OTHER TRANSACTION-NO STANDARDS FOR
BUSINESS COMBINATION

         We have no arrangement, agreement or understanding with respect to
engaging in a merger with, joint venture or acquisition of a private or public
entity. There can be no assurance that we will be successful in identifying and
evaluating suitable business opportunities or in concluding a business
combination. We have not identified any particular industry or specific business
within an industry for evaluation by us. There is no assurance we will be able
to negotiate a business combination on favorable terms. We have not established
a specific length of operating history or a specified level of earnings, assets,
net worth or other criteria which it will require a target business opportunity
to have achieved, and without which we would not consider a business combination
in any

                                       4
<PAGE>

form with such business opportunity. Accordingly, we may enter into a business
combination with a business opportunity having no significant operating history,
losses, limited or no potential for earnings, limited assets, negative net worth
or other negative characteristics.

CONTINUED MANAGEMENT CONTROL LIMITED TIME AVAILABILITY

         While seeking a business combination, William Barnett, our Secretary
anticipates devoting up to 50 hours per month to the business of our company.
Mr. Barnett will be the only person responsible in conducting the day to day
operations of the company including searches, evaluations, and negotiations with
potential merger or acquisition candidates. We have not entered into any written
employment agreement with Mr. Barnett and do not anticipate doing so in the
foreseeable future.

CONFLICTS OF INTEREST - GENERAL

         Mr. Barnett may in the future participate in business ventures that
could be deemed to compete directly with us. Additional conflicts of interest
and non-arms length transactions may also arise in the future in the event that
our current and future officers or directors are involved in the management of
any firm with which we transact business.

LACK OF MARKET RESEARCH OR MARKETING ORGANIZATION

         We have neither conducted, nor have others made available to us,
results of market research indicating that market demand exists for the
transaction contemplated by us. Moreover, we do not have, and do not plan to
establish, a marketing organization. Even in the event demand is identified for
a merger or acquisition contemplated by us, there is no assurance that we will
be successful in completing any such business combination.

LACK OF DIVERSIFICATION

         Our proposed operations, even if successful, will in all likelihood
result in our engaging in a business combination with a business opportunity.
Consequently, our activities may be limited to those engaged in by entities with
which we merge or acquire. Our inability to diversify our activities into a
number of areas may subject us to economic fluctuations within a particular
business or industry and therefore increase the risks associated with our
operations.

REGULATION

         Although we will be subject to regulation under Securities Exchange Act
of 1934, we believe that we will not be subject to regulation under the
Investment Company Act of 1940, insofar as we will not be engaged in the
business of investing or trading in securities. In the event that we engage in
business combinations which result in our holding passive investment interests
in a number of entities, we could become subject to

                                       5
<PAGE>

regulation under the Investment Company Act of 1940. In this event, we would be
required to register as an investment company and could be expected to incur
significant registration and compliance costs. We have not obtained formal
determination from the Securities and Exchange Commission regarding our status
under the Investment Company Act of 1940 and, consequently, any violation of
this Act could cause material adverse consequences to our business.

PROBABLE CHANGE IN CONTROL AND MANAGEMENT

         A business combination involving the issuance of our common stock will
in all likelihood, result in shareholders of a private company obtaining a
controlling interest in us. Any similar business combination may require our
management to sell or transfer all or a portion of our common shares held by
them, or resign as members of the board of directors of the Company. The
resulting change in control could result in the removal of Mr. Barnett and a
corresponding reduction in or elimination of his participation in our future
affairs.

POTENTIAL REDUCTION OF PERCENTAGE SHARE OWNERSHIP FOLLOWING BUSINESS COMBINATION

         Our primary plan of operation is based upon a business combination with
a private concern which, depending on the terms of merger or acquisitions, may
result in our issuing securities to shareholders of a private company. The
issuance of previously authorized and unissued common stock would result in
reduction in percentage of shares owned by our present and prospective
shareholders and may result in a change in control or change in our management.

DISADVANTAGE OF BlANK CHECK OFFERING

         We may enter into a business combination with an entity that desires to
establish a public trading market for its shares. A business opportunity may
attempt to avoid what it deems to be adverse consequences with us. These
consequences may include, but are not limited to:

               o   time delays of the registration process;
               o   significant expenses to be incurred in such an offering;
               o   loss of voting control to public shareholders; and
               o   the inability or willingness to comply with various federal
                   and state laws enacted for the protection of investors

TAXATION

         Federal and state tax consequences will, in all likelihood, be major
considerations in any business combination we may undertake. Currently, the
transaction may be structured so as to result in tax-free treatment to both
companies, pursuant to various federal and state tax provisions. We intend to
structure any business combination so as to

                                       6
<PAGE>

minimize the federal and state tax consequences to both us and the target
entity, however, we cannot assure you that such business combination will meet
the statutory requirements of a tax-free reorganization or that the parties will
obtain the intended tax-free treatment upon a transfer of stock or assets. A
non-qualifying reorganization could result in the imposition of both federal and
state taxes, which may have an adverse effect on both parties to the
transaction.

REQUIREMENTS OF AUDITED FINANCIAL STATEMENTS MAY DISQUALIFY BUSINESS
OPPORTUNITIES

         Sections 13 and 15(d) of the Securities Exchange Act of 1934 require
companies to provide information about significant acquisitions, including
certified financial statements for the company acquired, covering one, two or
three years, depending on the relative size of the acquisition. The time and
additional costs that may be incurred by some target entities to prepare such
statements may preclude consummation of an otherwise desirable acquisition.
Acquisition prospects that do not have or are unable to obtain the required
audited financial statements may not be appropriate for acquisition so long as
the reporting requirements of the 1934 Act are applicable.

ITEM 2. DESCRIPTION OF PROPERTY

         We currently maintain our offices at 20 S.E. 14th Street, Suite 204,
Boca Raton, Florida, 33432, which is the business address of Mr. Barnett, our
Secretary. We pay no rent for the use of this office. We do not believe that we
will need to maintain an office at any time in the foreseeable future in order
to carry out our plan of operations described herein.

ITEM 3. LEGAL PROCEEDINGS

         We are involved in no material legal proceedings that we believe will
result individually or in the aggregated in a material adverse effect upon our
financial condition or results of operations.

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

         None.


                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

         The Company was traded, under the symbol "LNSH", on the Nasdaq OTC-BB
until July of 2000. Currently the Company trades on the OTC-Pink Sheets.


                                       7

<PAGE>

         As of June 30, 2000 there were approximately 462 holders of record of
our common stock.

         We have never paid dividends on our common stock since our
incorporation in 1984. We intend to retain earnings for use in our business and
therefore do not anticipate paying dividends in the foreseeable future.

ITEM 6. PLAN OF OPERATION

         We intend to seek to acquire assets or shares of an entity actively
engaged in business which generates revenues, in exchange for our securities. We
have no particular acquisitions in mind and have not entered into any
negotiations regarding such an acquisition. None of our officers, directors,
employees or affiliates has engaged in any preliminary contact or discussions
with any representative of any other company as of the date of this registration
statement.

         Our purpose is 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. We will not restrict our search to any
specific business, industry, or geographical location and we may participate in
a business venture of virtually any kind or nature. This discussion of the
proposed business is purposefully general and is not meant to be restrictive of
our virtually unlimited discretion to search for and enter into potential
business opportunities. Management anticipates that it may be able to
participate in only one potential business venture because we have nominal
assets and limited financial resources. This lack of diversification should be
considered a substantial risk to our shareholders because it will not permit us
to offset potential losses from one venture against gains from another.

         We may seek a business opportunity with entities which have recently
commenced operations, or which wish to utilize the public marketplace in order
to raise additional capital in order to expand into new products markets, to
develop a new product or service, or for other corporate purposes. We may
acquire assets and established wholly-owned subsidiaries in various businesses
or acquire existing businesses as subsidiaries.

         We may advertise and promote ourselves in newspaper, magazines and on
the Internet. We have not yet prepared any notices or advertisement

         We anticipate that the selection of a business opportunity in which to
participate will be complex and extremely risky. Due to general economic
conditions, rapid technological advances being made in some industries and
shortages of available capital, management believes that there are numerous
firms seeking the perceived benefits of a publicly registered corporation. These
perceived benefits may include facilitating or improving the terms on which
additional equity financing may be sought, providing liquidity for incentive
stock options or similar benefits to key employees, providing liquidity (subject
to restrictions of applicable statutes), for all shareholders and other
factors. Potentially, available business opportunities may occur in many
different

                                       8
<PAGE>

industries and at various stages of development, all of which will make the task
of comparative investigation and analysis of such business opportunities
extremely difficult and complex.

         We have, and will continue to have, no capital with which to provide
the owners of business opportunities with any significant cash or other assets.
However, we believe that we will be able to offer owners of acquisition
candidates the opportunity to acquire a controlling ownership interest in a
publicly registered company without incurring the cost and time required to
conduct an initial public offering. The owners of the business opportunities
will, however incur significant legal and accounting costs in connection with
acquisition of a business opportunity, including the costs of preparing Form
8-K's, 1O-K's or 1O-KSB's, agreements and related reports and documents. The
Securities Exchange Act of 1934 specifically requires that any merger or
acquisition candidate comply with all applicable reporting requirements, which
include providing audited financial statements to be included in the numerous
filings relevant to complying with the Exchange Act. Nevertheless, officers and
directors have not conducted market research and are not aware of statistical
data which support the perceived benefits of a merger or acquisition transaction
for the owners of a business opportunity.

         The analysis of new business opportunities will be undertaken by, or
under the supervision of, Mr. Barnett, who may not be considered a professional
business analysis. Mr. Barnett will be the key person in the search, review and
negotiation with potential acquisition or merger candidates. We intend to
concentrate on identifying preliminary prospective business opportunities which
may be brought to our attention through present associates of our officers and
directors, or by our shareholders. In analyzing prospective business
opportunities, we will consider the available technical financial and managerial
resources, working capital and other financial requirements, history of
operation, if any, prospects for the future, nature of present and expected
competition, the quality and experience of management services which may be
available and the depth of that management; the potential for further research,
development, or exploration specific risk factors not now foreseeable but which
then may be anticipated to impact our proposed activities, the potential for
growth or expansion, the potential for profit, the perceived public recognition
of acceptance of products, services, or trades, name identification, and other
relevant factors. Our officers and directors do not expect to meet personally
with management and key personnel of the business opportunity as part of their
investigation due to lack of capital. To the extent possible, we intend to
utilize written reports and investigation to evaluate the above factors. We will
not acquire or merge with any company for which audited financial statements
cannot be obtained within a reasonable period of time after closing of the
proposed transaction.

         Mr. Barnett has limited experience in managing companies similar to us
and will rely upon his own efforts and to a much lesser extent, the efforts of
our shareholders, in accomplishing our business purpose. We do not anticipate
using any outside consultants or advisors to effectuate our business purpose.
However, if we do retain such an outside consultant or advisor, any cash fee
earned by such party will need to be paid by the prospective merger/acquisition
candidate, as we have no cash assets with which to pay

                                       9
<PAGE>

such obligation. There have been no contracts or agreements with any outside
consultants and none are anticipated in the future.

         We will not restrict our search for any specific kind of firm, but may
acquire a venture which is in its preliminary or development stage, which is
already in operation, or in essentially any stage of its corporate life. It is
impossible to predict at this time the status of any business in which we may
become engaged, in that such business may need to seek additional capital, may
desire to have its shares publicly traded, or may seek other perceived
advantages which we may offer. However, we do not intend to obtain funds in one
or more private placements to finance the operation of any acquired business
opportunity until such time as we have successfully consummated such a merger or
acquisition.

         We anticipate that we will incur nominal expenses in the implementation
of our business plan described herein. Because we have no capital with which to
pay these anticipated expenses. Mr. Barnett and officers have agreed to pay
these charges with their personal funds, as interest-free loans. However, the
only opportunity which management has to have these loans repaid will be from a
prospective merger or acquisition candidate.

         Repayment of any loans made on behalf will not impede, or be made
conditional in any manner, to consummation of a proposed transaction.

ACQUISITION OF OPPORTUNITIES

         In implementing a structure for a particular business acquisition, we
may become a party to a merger, consolidation, reorganization, joint venture, or
licensing agreement with another corporation or entity. We may also acquire
stock or assets of an existing business. On the consummation of a transaction,
it is probable that our present management and shareholders will no longer be in
control of us. In addition, our directors may, as part of the terms of the
acquisition transaction, resign and be replaced by new directors without a vote
of our shareholders or may sell their stock. Any terms of sale of the shares
presently held by officers and/or directors will be also offered to all other
shareholders on similar terms and conditions. Any and all such sales will only
be made in compliance with federal and applicable state securities laws.

         We anticipate that any securities issued in any such reorganization
would be issued in reliance upon exemption from registration under applicable
federal and state securities laws. In some circumstances, however, as a
negotiated element of its transaction, we may agree to register all or a part of
such securities immediately after the transaction is consummated or at specified
times thereafter. If such registration occurs, of which there can be no
assurance, it will be undertaken by the surviving entity after we have
successfully consummated a merger or acquisition and we are no longer considered
a "shell" company. Until such time as this occurs, we will not attempt to
register any additional securities. The issuance of substantial additional
securities and their potential sale into any trading market, which may develop
in our securities, may have a depressive

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<PAGE>

effect on the value of our securities in the future. If such a market
develops, of which there is no assurance.

         While the actual terms of a transaction to which we may be a party
cannot be predicted, it may be expected that the parties to the business
transaction will find it desirable to avoid the creation of a taxable event and
thereby structure the acquisition in a so called "tax-free" reorganization
under Sections 368 (a)(1) or 351 of the Internal Revenue Code. In order to
obtain tax-free treatment, it may be necessary for the owners of the acquired
business to own 80% or more of the voting stock of the surviving entity. In such
event, our shareholders would retain less than 20% of the issued and outstanding
shares of the surviving entity, which would result in significant dilution in
the equity of such shareholders.

         As part of our investigation, our officers and directors may personally
meet with 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 our limited financial resources and
management expertise. The manner in which we participate in an opportunity will
depend on the nature of the opportunity, our respective needs and desires and
those of other parties, our management of the opportunity and relative
negotiation strength.

         With respect to any merger or acquisition, negotiations with target
company management is expected to focus on the percentage of Lionshare which the
target company shareholders would acquire in exchange for all of their
shareholdings in the target company. Depending upon, among other things, the
target company's assets and liabilities, our shareholders will in all likelihood
hold a substantially lesser percentage ownership interest in Lionshare following
any merger or acquisition. The percentage ownership may be subject to
significant reduction in the event we acquire a target company with substantial
assets. Any merger or acquisition effected by us will be expected to have a
significant dilutive effect on the percentage of shares held by Lionshare's
shareholders at the time.

         Lionshare will participate in a business opportunity only after the
negotiation and execution of appropriate written agreements. Although the terms
of such agreements cannot be predicted, generally such agreements will require
some specific representations and warrants by all of the parties thereto, will
specify certain events of default, will detail the terms of closing and the
conditions which must be satisfied by each of the parties prior to and after
such closing. will outline the manner of bearing costs, including costs
associated with Lionshare's attorneys and accountants, will set forth remedies
on default and will include miscellaneous other terms.

         As previously stated, we will not acquire or merge with any entity
which cannot provide independent audited financial statements within a
reasonable period of time after closing of the proposed transaction. We will be
subject to all of the reporting requirements included in the 1934 Act. Included
in these requirements is the affirmative


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<PAGE>
duty to file independent audited financial statements as part of our Form 8-K to
be filed with the Securities and Exchange Commission upon consummation of a
merger or acquisition, as well as our audited financial statements included in
its annual report on Form 10-K (or 1O-KSB, as applicable). If such audited
financial statements are not available at closing, or within time parameters
necessary to insure our compliance with the requirements of the 1934 Act, or if
the audited financial statements provided do not conform to the representations
made by the candidate to be acquired in the transaction will be voidable, at the
discretion of our present management If this transaction is voided, the
agreement will also contain a provision providing for the acquisition entity to
reimburse us for all costs associated with the proposed transaction.

         We do not intend to make any loans to any prospective acquisition or
merger candidates or to unaffiliated third parties. We may make loans only to
prospective acquisition or merger candidates only when such funds is available,
we have entered into an acquisition or merger agreement and making a loan to the
acquisition or merger candidate is beneficial to us. The considerations to be
used in determining whether to make loans includes the availability and the need
of cash by the acquisition or merger candidate in order to complete the
acquisition or merger. The loan may be either secured or non-secured depending
on the result of negotiation and there is no limitations as to the amounts that
may be loaned.

         We do not intend to provide our shareholders with any complete
disclosure documents, including audited financial statements, concerning an
acquisition or merger candidate and its business prior to the consummation of
any acquisition or merger transaction.

ITEM 7. FINANCIAL STATEMENTS

         The financial statements required by this report are appended hereto
commencing on F-1.

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

         None.

ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS

         The following table sets forth certain information concerning each of
the Company's directors and executive officers:

         Name                           Age             Position
         ----                           ---             --------

         Edward McCluskey               60              President, Director
         William Barnett                60              Secretary, Director


         Edward McCluskey Sr. has served as our President and director since
July 1998. From July 1996 to the present, Mr. McCluskey served as Vice President
of Tropical

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<PAGE>
Investments of South Florida, Inc., a real estate development company which
purchases, refurbishes and sells single family residences. Tropical Investments
has annual revenues of approximately $750,000. From 1976 to June 1996, Mr.
McCluskey served as Chairman and Chief Executive Officer of Standard Brands of
America Inc., a major appliance and electronics retailer, which he co-founded.
Standard Brands of America, Inc., had annual revenues of approximately
$45,000,000 to $90,000,000 prior to July 1996, when it discontinued business
operations. From 1960 to 1966, Mr. McCluskey served as District Sales Manager of
Kelly and Cohen, a major appliance and electronics retailer. From 1967 to 1968,
be was general manager for the electronics and appliance division of Twin Fair,
Inc., a discount retailer. In 1969 Mr. McCluskey became Chairman and President
of World Associates in Fort Lauderdale, Florida, developing the marketing
concepts and campaigns and negotiating advertisement and leasing contracts. Mr.
McCluskey holds a Bachelor of Science degree in Business Administration from
Duquesne University

         William C. Barnett has served as our Secretary and one of our directors
since July 1998. From 1984 to the present, Mr. Barnett served as Chief Executive
Officer of Barnett Financial Corp., a financial service and real estate
brokerage company, having annual revenues in excess of $100,000. From 1977 to
1983, Mr. Barnett served as Chief Executive Officer of Continental Distributors,
Inc., a distributor of major appliances and televisions. From 1971 to 1976, Mr.
Barnett was employed as Executive Vice President of World Associates, Inc., a
major appliance and television retailer. From 1966 to 1970, Mr. Barnett was
employed as an Accounting Manager for Deloitte & Touche. Mr. Barnett received
his B.A. from the University of Nebraska and a fifth year Accounting Degree from
Florida Atlantic University, and is a licensed real estate broker.

CONFLICTS OF INTEREST

         Mr. Barnett and Mr. McCluskey are associated with other firms involved
in a range of business activities. Consequently, there are potential inherent
conflicts of interest in their acting as our officer and director. Insofar as an
officer and director is engaged in other business activities. Mr. Barnett and
Mr. McCluskey anticipate that they will devote only a minor amount of time to
our affairs.

INVESTMENT COMPANY ACT OF 1940

         Although we will be subject to regulation under the Securities Act of
1933 and the Securities Exchange Act of 1934, we believe that we will not be
subject to regulation under the Investment Company Act of 1940 insofar as we
will not be engaged in the business of investing or trading in securities. In
the event that we engage in business combination which result in our holding
passive investment interests in a number of entities, we could be subject to
regulation under the Investment Act of 1940. In this event, we would be required
to register as an investment company and could be expected to incur significant
registration and compliance costs. We have obtained no formal determination from
the Securities and Exchange Commission as to our status under the Investment
Company Act of 1940 and, consequently, any violation of such Act would

                                       13
<PAGE>

subject us to material adverse consequences. We expect to be exempt from the
Investment Company Act of 1940 via Regulation 3a-2 thereto.

INVESTMENT ADVISOR ACT OF 1940

         Lionshare is not an "investment advisor" under the Federal Investment
Advisory Act of 1940, which classification would involve a number of negative
considerations. Accordingly, Lionshare will not furnish or distribute advice,
counsel, publications, writings, analysis or reports to anyone relating to the
purchase or sale of any securities within the language meaning and intent of
Section 2(a)(l1) of the Investment Advisor Act of 1940 15 U.S.C.

ITEM 10. EXECUTIVE COMPENSATION

         None of our executive officers or directors received any form of
compensation from Lionshare in the past three fiscal years.

         It is possible that, after Lionshare successfully consummates a merger
or acquisition with an affiliated entity, that entity may desire to employ or
retain one or both number of members of its management for the purposes of
providing services to the surviving entity or otherwise provide other
compensation to such persons. However, Lionshare has adopted a policy whereby
the offer of any post-transaction remuneration to members of management will not
be a consideration in its decision to undertake any proposed transaction.
Members of Lionshare's board have agreed to disclose any discussions concerning
possible compensation to be paid to them by any entity, which proposes to
undertake a transaction with Lionshare.

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

ITEM 11. PRINCIPAL SHAREHOLDERS

         The following table sets forth certain information as of June 30, 2000
regarding beneficial ownership of our common stock by (i) each stockholder known
by us to be the beneficial owner of more than 5% of our common stock, (ii) by
each director and executive officer and (iii) by all executive officers and
directors as a group. Each of the persons named in the table has sole voting and
investment power with respect to common stock beneficially owned. The address of
all shareholders in this table is 20 S.E. 14th Street, Suite 204, Boca Raton,
Florida 33432.

                                       14
<PAGE>

         In accordance with Section 13 or 15(d) of the Securities Exchange Act
of 1934, the Registrant caused this Report to be signed on its behalf by the
undersigned, thereafter duly authorized.



                                          LIONSHARE GROUP, INC.


                                          By:  /s/ William C. Barnett
                                               -----------------------------
                                               William C. Barnett, Secretary



         In accordance with the Exchange Act, this Report was signed by the
following persons in the capacities and on the dates stated.


Signatures                          Title                 Date
----------                          -----                 ----

/s/ Edward H. McCluskey             President &           January 31, 2001
-----------------------             Director
Edward H. McCluskey


/s/ William C. Barnett              Secretary &           January 31, 2001
----------------------              Director
William C. Barnett









                                       15
<PAGE>



                            THE LIONSHARE GROUP, INC.

                                TABLE OF CONTENTS

                             JUNE 30, 2000 AND 1999





  INDEPENDENT AUDITORS' REPORT.....................................Page F-1

  FINANCIAL STATEMENTS:

  BALANCE SHEETS...................................................Page F-2

  STATEMENTS OF OPERATIONS.........................................Page F-3

  STATEMENTS OF SHAREHOLDERS' EQUITY...............................Page F-4

  STATEMENTS OF CASH FLOWS.........................................Page F-5

  NOTES TO FINANCIAL STATEMENTS....................................Page F-6



<PAGE>
(S&A CPA LOGO)

Sellers & Associates P.C.                                      (801) 621-8128
3785 Harrison Blvd., Suite 101, Ogden, Utah 84403          Fax (801) 627-1639



INDEPENDENT AUDITORS' REPORT

Board of Directors
The Lionshare Group, Inc.

We have audited the accompanying balance sheets of The Lionshare Group, Inc. as
of June 30, 2000 and 1999 and the related statements of operations,
stockholders' equity, and cash flows for the two years then ended. These
financial statements are the responsibility of the Company's Management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatements. An audit includes examining on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of The Lionshare Group, Inc. as of
June 30, 2000 and 1999 and the results of its operations and its cash flows for
the two years then ended in conformity with generally accepted accounting
principles.

The accompanying financial statements have been presented assuming the Company
will continue as a going concern. As discussed in Note 2 to the financial
statements, the Company disposed of all its assets and has transacted little
business for some time, which raises substantial doubt about its ability to
continue as a going concern. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty


/s/ Sellers & Associates, P.C.


November 15, 2000
Ogden, Utah


                                   PAGE (F-1)


<PAGE>
                            THE LIONSHARE GROUP, INC.
                                 BALANCE SHEETS
                             JUNE 30, 2000 AND 1999

<TABLE>
<CAPTION>
                                     ASSETS
                                     ------
                                                                          2000             1999
                                                                          ----             ----
<S>                                                                     <C>             <C>
CURRENT ASSETS-CASH                                                     $       100     $     -0-

PROPERTY AND EQUIPMENT                                                          -0-           -0-

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

TOTAL ASSETS                                                            $       100     $     -0-
                                                                        ===========     =========


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

ACCOUNTS PAYABLE AND ACCRUED LIABILITIES                                $    14,515     $     -0-

SHAREHOLDER LOANS                                                            15,500         4,500

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

TOTAL LIABILITIES                                                            30,015         4,500
                                                                        -----------     ---------
SHAREHOLDER' EQUITY (DEFICIT):

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

PAID-IN CAPITAL                                                               5,380         5,380

ACCUMULATED (DEFICIT)                                                       (35,428)      (10,013)
                                                                        -----------     ---------

NET SHAREHOLDERS' EQUITY (DEFICIT)                                          (29,915)       (4,500)
                                                                        -----------     ---------

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)                    $       100     $     -0-
                                                                        ===========     =========

</TABLE>

SEE NOTES TO FINANCIAL STATEMENTS  PAGE (F-2)


<PAGE>
                            THE LIONSHARE GROUP, INC.
                            STATEMENTS OF OPERATIONS
                   FOR THE YEARS ENDED JUNE 30, 2000 AND 1999

<TABLE>
<CAPTION>

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

OPERATING EXPENSES                                25,415              9,500
                                               ---------         ----------

NET INCOME (LOSS) FROM OPERATIONS                (25,415)            (9,500)

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

NET INCOME (LOSS)                              $  25,415         $   (9,500)
                                               =========         ==========



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

WEIGHTED AVERAGE SHARES OUTSTANDING            1,328,514          1,178,942
                                               ---------         ----------
</TABLE>


SEE NOTES TO FINANCIAL STATEMENTS  PAGE (F-3)


<PAGE>

                            THE LIONSHARE GROUP, INC.
             STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT)
                   FOR THE YEARS ENDED JUNE 30, 2000 AND 1999

<TABLE>
<CAPTION>


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

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

NET (LOSS)                       -0-         -0-             -0-            (9,500)        (9,500)
                           -----------------------------------------------------------------------


BALANCE JUNE 30, 1999      1,327,539         133           5,380           (10,013)        (4,500)

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

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

BALANCE JUNE 30, 2000      1,329,488      $  133           5,380        $  (35,428)     $ (29,915)
                           =======================================================================
</TABLE>



SEE NOTES TO FINANCIAL STATEMENTS  PAGE (F-4)


<PAGE>

                            THE LIONSHARE GROUP, INC.
                            STATEMENTS OF CASH FLOWS
                   FOR THE YEARS ENDED JUNE 30, 2000 AND 1999

<TABLE>
<CAPTION>

                                                          2000          1999
                                                          ----          ----
<S>                                                   <C>            <C>
INCREASE (DECREASE) FROM OPERATING ACTIVITIES:
   NET INCOME (LOSS)                                  $   (25,415)   $  (9,500)
                                                       ----------    ---------
   ADJUSTMENTS TO RECONCILE NET INCOME TO NET
   CASH PROVIDED BY OPERATING ACTIVITIES:
    INCREASE IN ACCOUNTS PAYABLE                           14,515          -0-
    INCREASE IN SHAREHOLDER LOANS                          11,000        4,500
    ISSUANCE OF COMMON STOCK FOR SERVICES                     -0-        5,000
                                                      -----------    ---------
   TOTAL ADJUSTMENTS                                       25,515        9,500
                                                      ===========    =========

NET CASH FLOWS FROM OPERATING ACTIVITIES                      100          -0-


NET CASH FLOWS FROM FINANCING ACTIVITIES:                     -0-          -0-
    PROCEEDS FROM STOCK SUBSCRIBED UNDER RULE
    504 REGULATION D                                          -0-      100,000
    (INCREASE) IN STOCK SUBSCRIPTION RECEIVABLE
    FROM RULE 504 REGULATION D                                -0-     (100,000)
                                                      -----------    ---------

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

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

NET INCREASE (DECREASE) IN CASH                               100          -0-

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

CASH ENDING OF PERIOD                                 $       100    $     -0-
                                                      ===========    =========


SUPPLEMENTAL INFORMATION:
    INTEREST EXPENSE                                          -0-    $     -0-
    NON CASH ITEM:
       STOCK FOR SERVICES                             $       -0-    $   5,000
</TABLE>

SEE NOTES TO FINANCIAL STATEMENTS  PAGE (F-5)


<PAGE>

THE LIONSHARE GROUP, INC.
NOTES TO THE FINANCIAL STATEMENTS
AS OF JUNE 30, 2000


NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION
------------

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 of 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 a filing with the Secretary of State of Delaware on June 16, 1995. Standard
Brands of America, Inc. was a home electronics 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.

Lionshare of Florida owned and operated a few restaurant operations in the
southern Florida area. The principle of that operation sought to utilize the
Company as a public vehicle through which funds could be raised and the
restaurant operations could then be expanded. It was intended that Lionshare of
Florida would become a subsidiary of the Company. However, the restaurant
operation could not sustain itself, and before the negotiations for this
anticipated merger were completed, Lionshare of Florida became insolvent.
Lionshare of Florida dissolved its incorporation with a filing with the
Secretary of State of Florida, which became effective February 22, 1999.
Lionshare of Florida maintained its own books and records, accounting and
reporting, federal and state tax identity numbers and income tax filings. See
("Note 5. Contingent Liabilities")

BASIS OF PRESENTATION
---------------------

These financial statements have been prepared in conformity with generally
accepted accounting principals. Management believes the financial statements are
free of material error and include all adjustments necessary to make the
financial statements not misleading. All amounts included in these financial
statements are expressed in United States Dollars.

                                   PAGE (F-6)

<PAGE>

THE LIONSHARE GROUP, INC.
NOTES TO THE FINANCIAL STATEMENTS
AS OF JUNE 30, 2000


NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

BASIS OF PRESENTATION (CONTINUED)
---------------------------------

The Company prepares its books and records on the accrual basis for financial
reporting purposes as well as for income tax purposes. The accompanying
financial statements represent the transactions for the years ended June 30,
2000 and June 30, 1999.

USE OF ACCOUNTING ESTIMATES
---------------------------

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
effect 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.

CAPITAL REORGANIZATION OF EQUITY
--------------------------------

By June of 1997, the Company had ceased operations. Management has since
determined there is no intrinsic value in retaining the assigned carryforward
values of the equity accounts. The capital restructuring was done retroactively
to June 30, 1997 so that the financial statements are comparative. To effect the
capital reorganization, all of the paid-in capital of $1,035,927 was written off
against the accumulated (deficit) of $(1,036,000). This resulted in an
accumulated (deficit) balance of $(73) and common stock at par value of $.0001
per share, or $73, effective June 30, 1997.

SHAREHOLDERS' EQUITY
--------------------

Effective September 8, 1998, the Company's Board of Directors declared, and a
majority of the shareholders approved, a ten-for-one reverse split of the
Company's single class of common stock.

All share and per share data for all periods presented herein have been adjusted
to give effect to the stock split, and are presented in the accompanying
financial statements as if the ten-for-one reverse stock split had occurred June
30, 1998.


                                   PAGE (F-7)
<PAGE>
THE LIONSHARE GROUP, INC.
NOTES TO FINANCIAL STATEMENTS
AS OF JUNE 30, 2000


NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

BUSINESS ACTIVITY
-----------------

The Company has no current business activity, and has not had any such activity
since the close of operations before June of 1997. See ("Note 2. Going Concern")

PRINCIPLES OF CONSOLIDATION
---------------------------

At the present, the Company has no business operations or subsidiaries, nor is
it involved with any affiliates. Therefore, any assets or liabilities reported
in these financial statements are owned by the Company.

CASH AND CASH EQUIVALENTS
-------------------------

The Company considers highly liquid investments with original maturities of
three months or less to be cash equivalents.

NET INCOME (LOSS) PER SHARE
---------------------------

Basic net income or loss per share is computed by dividing net income or loss by
the weighted average number of common shares outstanding.

Diluted net income (loss) per share is the same as Basic net income (loss) per
share as no stock is committed that is not issued.

INCOME TAXES
------------

The Company has adopted the provisions of Statement of Accounting Standards No.
109 "Accounting for Income Taxes" which incorporates the use of asset and
liability approach of accounting for income taxes. The asset and liability
approach requires the recognition of deferred tax assets and liabilities for
future consequences of temporary differences between the financial reporting
basis and tax basis of assets and liabilities.

The Company files a June 3Oth year-end for income taxes and financial
statements. The Company has income net operating loss carryforwards of
$1,070,000 as of June 30, 2000. These loss carryforwards begin to expire in
2007. Should the Company undergo an ownership change as defined in Section 382
of the Internal Revenue Code, the Company's tax net operating loss carryforwards
generated prior to the ownership change will be subject to an annual limitation
which could reduce, eliminate or defer the utilization.

                                   PAGE (F-8)
<PAGE>

THE LIONSHARE GROUP, INC.
NOTES TO FINANCIAL STATEMENTS
AS OF JUNE 30, 2000


NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

INCOME TAXES (CONTINUED)
------------------------

Since the Company is actively seeking a merger, the likelihood of ever using
most of the net operating loss is doubtful. Therefore, tax benefits and
deferrals are unlikely and are not presented in the notes to the financial
statements.

NOTE 2. GOING CONCERN STATEMENT

The Company continues without revenue. Consequently, it is questionable if it
can remain a going concern. The Company, as a result, has utilized proceeds of
loans from shareholders and the issuance of capital stock for meeting its
operating capital requirements. Management is actively seeking a business
combination, but there can be no guarantee that management will be successful in
finding or acquiring one.

NOTE 3. RELATED PARTY TRANSACTIONS

As of June 30, 2000, four shareholders, including two officers have loaned the
Company a total of $15,500, to pay required accounts payable of the Company.
This $15,500 is reflected in the shareholder loan payable, liability section of
the balance sheet.

NOTE 4. SHAREHOLDERS' EQUITY

During the June 30, 1999 year end, the Company issued 110,000 shares of its
common shares to officers, directors and for legal services. The shares were
exchanged for services rendered at a valve of $5,000.

The Company issued an additional 52,106 shares of common stock to parties
established as share owners but not reflected on the official stockholder list
for a total of 162,106 shares issued during the year ending June 30, 1999.

During the year ended June 30, 2000 the Company identified and issued an
additional 1,949 common shares belonging to parties not included on the official
stockholder list.

As of June 30, 2000 the Company had 462 shareholders, with a single class of
common stock authorized of 100,000,000 shares having a par value of $0.0001, of
which 1,329,488 are currently outstanding. Of this 323,054 shares are restricted
and 1,006,434 shares are traded on the OTC-BB. There have been no options or
warrants issued. There was a ten-for-one reverse split on September 8, 1998.
This split has been recognized in the financial statements retroactively to June
30, 1998.

                                   PAGE (F-9)
<PAGE>
THE LIONSHARE GROUP, INC.
NOTES TO FINANCIAL STATEMENTS
AS OF JUNE 30, 2000


NOTE 4. SHAREHOLDERS' EQUITY (CONTINUED)

In April of 1999, the Company raised $100,000 under a Rule 504 Regulation D
Private Placement. Under this Private Placement, 1,000,000 shares of the
Company's common stock was to be issued. The Private Placement funds raised were
in connection with an anticipated merger. The funds were transferred to the
acquisition target in this anticipated merger. The merger event did not occur
due to the fact that the acquisition target was able to raise funds from private
investors and returned the $100,000 directly to the Rule 504 Regulation D
Private Placement subscribers. The Rule 504 Regulation D Private Placement
expired prior to June 30, 1999. The Statement of Cash Flows for June 30, 1999
recognizes the $100,000 transaction in and out.

New management took over in July of 1998. New management evaluated the exposure
to lawsuits and the inherent costs associated with such. (See also, Note 5.) New
management determined the best way to mitigate this potential situation and to
protect the existing shareholders of the Company would be to issue stock to the
shareholders and management of Lionshare of Florida. This decision was made
after fiscal year ending June 30, 1998.

Even through this decision and action was taken by new management after June 30,
1998, new management determined it was more conservative and, therefore, in the
best interest of the Company to recognize the issuance of this stock as if it
occurred as of June 30, 1998.

No dollar amount was assigned to the stock issued. This is because of three
reasons. (1) No amount was received from the shareholders and management of
Lionshare of Florida. (2) The relief from potential liabilities and its related
costs to the Company is money preserved because it was never spent, therefore,
no cost is associated with it. And, (3) Since no contingency had been recognizes
on the financial statements of the Company, there is no value to assign in
writing off the contingency.

NOTE 5. CONTINGENT LIABILITIES

During April of 1998, the Company entered into preliminary negotiations with the
Florida Corporation, Lionshare Group, Inc. ("Lionshare of Florida"). Lionshare
of Florida was to become a subsidiary of the Company, which was then named
Standard Brands of America, Inc. As a result of this anticipated acquisition,
the Company then changed its name to "The Lionshare Group Inc". However, the
merger was voided because Lionshare of Florida went out of business, and was
legally dissolved.

                                  PAGE (F-10)
<PAGE>
THE LIONSHARE GROUP, INC.
NOTES TO FINANCIAL STATEMENTS
AS OF JUNE 30,2000

NOTE 5. CON11NGENT LIABILITIES (CONTINUED)

Because the relationship between the Company and Lionshare of Florida was voided
and never consummated, and due to the separate legal identities maintained by
the Company and Lionshare of Florida during these negotiations, which includes
separate Federal Identification Numbers, separate books and records and separate
tax returns, the Company assumes no responsibility for the liabilities of
Lionshare of Florida. In addition the Company executed no contracts or
agreements for Lionshare of Florida. Management believes creditors of Lionshare
of Florida would not prevail in a lawsuit against the Company for debts of
Lionshare of Florida. As a result, no liabilities of Lionshare of Florida have
been recognized in these financial statements. In addition, the Company is
unaware nor has received any threatened litigation or assessments regarding
Lionshare of Florida. Management does not believe any such possible actions
would have a material effect on the financial statements of the Company. The
known debts of Lionshare of Florida are $48,845, with the largest being $15,143
for office rent. It is the opinion of management that these matters will not
have a material adverse impact on the financial statements taken as a whole.

NOTE 6. MANAGEMENT'S REPRESENTATION

Management believes these financial statements are prepared in conformity with
generally accepted auditing standards 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 7. SUPPLEMENTARY INFORMATION (OPERATING EXPENSES)

The following is a schedule of operating expenses for June 30, 2000 and 1999.


                                                       2000          1999
                                                       ----          ----

      Licenses and Corporate fees                   $  3,922       $ 3,660

      Management costs                                   -0-         4,500

      Accounting fees                                  4,305           -0-

      Legal fees                                      11,066           500

      Printing costs                                   6,009           -0-

      Other                                              113           840
                                                    --------       -------

      Total                                         $ 25,415       $ 9,500
                                                    ========       =======

                                   PAGE (F-11)