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

                     For the fiscal year ended June 30, 2001

                         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, $0.0001 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 [X] No [ ]

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 10-KSB or any
amendment to this Form 10-KSB.               [X]

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





                                      -1-
<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 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 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,
2001. Each holder of the common stock shall be entitled to one vote for each
share held. We are also authorized to issue 20,000,000 shares of preferred
stock, $0.0001 par value, of which -0- shares were issued and outstanding as of
June 30, 2001.

           Since July of 1996 we have had no business income. Other than issuing
shares to shareholders, we have not commenced any operational activities. As
such, we can be defined as a "shell" company, whose sole purpose at this time is
to locate and consummate a merger or acquisition with a private entity. Our
directors have elected to commence implementation of our 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.


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.


                                      -2-
<PAGE>



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 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 REGTRICTED; 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 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 prohibited 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.



                                      -3-
<PAGE>


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 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 earning, 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 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 complete 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. Evan 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.



                                      -4-
<PAGE>


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 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:

          -    time delays of the registration process;
          -    significant expenses to be incurred in such an offering;
          -    loss of voting control to public shareholders; and
          -    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 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 AUDITTED FINANCIAL STATEMENTS MAY DISQUALIFY BUSINESS
OPPORTUNITIES

           Section 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.


                                      -5-
<PAGE>


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. As of
June 30, 2001, 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 of 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.



                                      -6-
<PAGE>


           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
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, 10-K's or 10KSB'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 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.



                                      -7-
<PAGE>


           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 securities and
their potential sale into any trading market, which may develop in our
securities, may have a depressive 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 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 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.


                                      -8-
<PAGE>


           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 duty to file independent audited
financial statements as part of our 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
10KSB, 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 are 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 either be 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.






                                      -9-
<PAGE>



ITEM 7. FINANCIAL STATEMENTS

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



                            THE LIONSHARE GROUP, INC.

                                TABLE OF CONTENTS

                             JUNE 30, 2001 AND 2000


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

FINANCIAL STATEMENTS:

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

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

     STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT) ........................   F-4

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

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



<PAGE>



                           SELLERS & ASSOCIATES, P.C.
            3785 HARRISON BLVD.                OGDEN, UTAH  84403
PHONE 801-621-8128       FAX 801-627-1639       E-MAIL: SELLERSASSOC@AOL.COM

                       REPORT OF INDEPENDENT ACCOUNTANTS


BOARD OF DIRECTORS
THE LIONSHARE GROUP, INC.
BOCA RATON, FLORIDA

We have audited the accompanying balance sheet of THE LIONSHARE GROUP, INC. as
of June 30, 2001, and the related statements of operations, stockholders' equity
(deficit), and cash flows for the years ended June 30, 2001 and 2000.  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 audit.

We conducted our audit in accordance with generally accepted auditing standards
in the United States of America.  Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation.  We believe that our audit provides 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, 2001 and 2000 in conformity with generally accepted accounting
principles in the United States of America.

The accompanying financial statements have been prepared assuming the Company
will continue as a going concern.  As discussed in the financial statements, the
Company has suffered losses, and its operations and sources of revenues provide
little source of revenue at this time.  These factors raise substantial doubt
about its ability to continue as a going concern.  Management's plans with
regard to these matters are described in the notes to the financial statements.
The financial statements do not include any adjustments that might result
from the outcome of this uncertainty.

/s/ Sellers & Associates, P.C.

Sellers & Associates, P.C.
Ogden, Utah
October 4, 2001






                                      F-1

<PAGE>

<TABLE>
<CAPTION>

                           THE LIONSHARE GROUP, INC.
                                 BALANCE SHEETS
                                  JUNE 30, 2001


                                     ASSETS
                                     ------


<S>                                                    <C>
CURRENT ASSETS -- CASH                                    $    500
                                                          --------

PROPERTY AND EQUIPMENT                                           0

OTHER ASSETS                                                     0
                                                          --------
TOTAL ASSETS                                              $    500
                                                          ========

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

ACCOUNTS PAYABLE AND ACCRUED LIABILITIES                  $ 37,532

SHAREHOLDER LOANS                                           14,500

LONG-TERM LIABILITIES                                            0
                                                          --------
TOTAL LIABILITIES                                           52,032
                                                          --------
SHAREHOLDERS' EQUITY (DEFICIT):

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

PAID-IN CAPITAL                                              5,380

ACCUMULATED (DEFICIT)                                      (57,045)
                                                          --------
NET SHAREHOLDERS' EQUITY (DEFICIT)                         (51,532)
                                                          --------
TOTAL LIABILITIES AND SHAREHOLDERS'
     EQUITY (DEFICIT)                                     $    500
                                                          ========
</TABLE>


SEE NOTES TO FINANCIAL STATEMENTS



                                      F-2
<PAGE>

<TABLE>
<CAPTION>

                           THE LIONSHARE GROUP, INC.
                            STATEMENTS OF OPERATIONS
                   FOR THE YEARS ENED JUNE 30, 2001 AND 2000

                                                     2001                2000
                                                     ----                ----

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

OPERATING EXPENSES                                  32,617              25,415
                                                  --------            --------
NET INCOME (LOSS) FROM OPERATIONS                  (32,617)            (25,415)

OTHER INCOME-FORGIVENESS OF DEBT                    11,000                   0

INCOME TAXES                                             0                   0
                                                  --------            --------
NET  INCOME (LOSS)                                $(21,617)           $(25,415)
                                                  ========            ========


NET INCOME (LOSS) PER COMMON SHARE                $  (0.02)           $  (0.02)
                                                  --------            --------
WEIGHTED AVERAGE SHARES OUTSTANDING              1,329,488           1,328,514
                                                 ---------           ---------

</TABLE>


SEE NOTES TO FINANCIAL STATEMENTS



                                      F-3
<PAGE>

<TABLE>
<CAPTION>
                           THE LIONSHARE GROUP, INC.
            STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT)
                   FOR THE YEARS ENDED JUNE 30, 2001 AND 2000


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

<S>                       <C>           <C>         <C>        <C>            <C>

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

STOCK ISSUED                    1,949          0           0            0              0

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

BALANCE JUNE 30, 2000       1,329,488        133       5,380      (35,428)       (29,915)

NET (LOSS)                          0          0           0      (21,617)       (21,617)
                            ---------     ------      ------     --------       --------

BALANCE JUNE 30, 2001       1,329,488     $  133      $5,380     $(57,045)      $(51,532)
                            =========     ======      ======     ========       ========

</TABLE>













SEE NOTES TO FINANCIAL STATEMENTS



                                      F-4
<PAGE>

<TABLE>
<CAPTION>

                           THE LIONSHARE GROUP, INC.
                            STATEMENTS OF CASH FLOWS
                   FOR THE YEARS ENDED JUNE 30, 2001 AND 2000

<S>                                             <C>            <C>
INCREASE (DECREASE) FROM OPERATING ACTIVITIES:
     NET INCOME (lOSS)                            $ (21,617)     $ (25,415)
                                                  ---------      ---------
     ADJUSTMENTS TO RECONCILE NET INCOME TO
     NET CASH PROVIDED BY OPERATING ACTIVITIES:

          INCREASE IN ACCOUNTS PAYABLE               23,017         14,515

          INCREASE (DECREASE) IN SHAREHOLDER
               LOANS                                 (1,000)        11,000
                                                  ---------      ---------
TOTAL ADJUSTMENTS                                    22,017         25,515
                                                  ---------      ---------

NET CASH FLOWS FROM OPERATING ACTIVITIES                400            100

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

NET CASH FLOW FROM FINANCING ACTIVITIES                   0              0
                                                  ---------      ---------

NET INCREASE (DECREASE) IN CASH                         400            100

CASH BEGINNING OF PERIOD                                100              0
                                                  ---------      ---------

CASH ENDING OF PERIOD                             $     500      $     100
                                                  =========      =========

SUPPEMNAL INFORMATION:
     INTEREST EXPENSE                             $       0      $       0
     NON CASH ITEMS                               $       0      $       0

</TABLE>


SEE NOTES TO FINANCIAL STATEMENTS



                                      F-5
<PAGE>

THE LIONSHARE GROUP, INC.
NOTES TO THE FINANCIAL STATEMENTS
AS OF JUNE 30, 2001

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.


                                      F-6
<PAGE>

THE LIONSHARE GROUP, INC.
NOTES TO THE FINANCIAL STATEMENTS
AS OF JUNE 30, 2001

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,
2001 and June 30, 2000.

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). The 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.



                                      F-7
<PAGE>

THE LIONSHARE GROUP, INC.
NOTES TO THE FINANCIAL STATEMENTS
AS OF JUNE 30, 2001

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 financials reporting
basis and tax basis of assets and liabilities.

The Company files a June 30th year-end for income taxes and fnancial statements.
The Company has income net operating loss carryforwards of  $1,091,000 as of
June 30, 2001. 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.



                                      F-8
<PAGE>

THE LIONSHARE GROUP, INC.
NOTES TO THE FINANCIAL STATEMENTS
AS OF JUNE 30, 2001

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 had loaned the
Company a total of $15,500, to pay required accounts payable of the Company. The
$15,500 is reflected in the shareholder loan payable, liability section of the
balance sheet. During the year ended June 30, 2001 one shareholder forgave the
Company $11,000 for receipt of existing restricted common shares. The debt
forgiveness is reflected on the Statement of Operations as other income. The
three remaining shareholders advanced the Company $10,000 for payment of
payables and is included on the Balance Sheet in the liability section as a
shareholder loan.

NOTE 4. SHAREHOLDERS' EQUITY

During the year ended June 30, 2000 the Company identified and issued additional
1,949 common shares belonging to parties not included on the official
stockholder list. No common shares were issued during the year ended June 30,
2001.

As of June 30, 2001 the Companyh42 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.



                                      F-9
<PAGE>

THE LIONSHARE GROUP, INC.
NOTES TO THE FINANCIAL STATEMENTS
AS OF JUNE 30, 2001

NOTE 4. SHAREHOLDERS' EQUITY (CONTINUED)

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 thought 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 names
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.



                                      F-10
<PAGE>

THE LIONSHARE GROUP, INC.
NOTES TO THE FINANCIAL STATEMENTS
AS OF JUNE 30, 2001

NOTE 5. CONTINGENT 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 negotitions, 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 regrading
Lionshare of Florida. Management does not believe any such possible actions
would have a material effect on the financial statements the Company. 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, 2001 and 2000.

                                              2001           2000
                                              ----           ----

     Licenses and Corporate fees             $ 2,588        $ 3,922
     Accounting fees                           4,659          4,305
     Legal fees                               20,047         11,066
     Printing costs                            5,223          6,009
     Other                                       100            113
                                             -------        -------
     Total                                   $32,617        $25,415
                                             =======        =======



                                      F-11
<PAGE>



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              Positon

           Edward McCluskey          61               President, Director

           William Barnett           61               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 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
Direct Sales Manager of Kelly and Cohen, a major appliance and electronics
retailer. From 1967 to 1968, he 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 July1998. 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
to1976, Mr. Barnett was employed as 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.

CONFILCTS OF INTEREST

           Mr. Barnett and Mr. McCluskey are associated with other firms
involved in a range of business activities. Consequently, they 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 activites. 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 not 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 we engage in business combination which result in our holding passive
investment interests in an 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 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,
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)
(11) of the Investment Advisors 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.



                                      -10-
<PAGE>


           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 by them to 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,
2001 regarding beneficial ownership of 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.

                             COMMON STOCK OWNERSHIP

                            NUMBER OF         PERCENTAGE OF
NAME                      SHARES OWNED        SHARES OWNED         POSITION
----                     --------------       -------------        --------

Edward H. McCluskey              72,000           5.42%          President and
                                                                 Director

William C. Barnett               99,000           7.45%          Secretary and
                                 ------                          Director

All Officers and                171,000          12.87%
Directors as a Group
(2 people)


           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,
                                                   -----------------------------
                                                     Secretary





                                      -11-
<PAGE>








           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 and Director         December 5, 2001

-----------------------
Edward H. McCluskey

/s/ William C. Barnett        Secretary and Director         December 5, 2001

----------------------
William C. Barnett




                                      -12-
<PAGE>