<PAGE>
                    U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                  FORM 10-KSB

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

                     For the fiscal year ended June 30, 2002

                         Commission file number 0-30353


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


            Delaware                                       65-1002981
      ---------------------------------------------------------------------
        (State or Other Jurisdiction of                (I.R.S. Employer
       Incorporation or Organization)                 Identification No.)


         1900 Corporate Boulevard, Suite 305W, Boca Raton, Florida 33431
         ---------------------------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)


                                 (561) 241-9921
                                 --------------
                           (Issuer's Telephone Number)

                    Securities registered under Section 12(b)
                                   of the Act:


         Title of Each Class   Name of Each Exchange on Which Registered
         ---------------------------------------------------------------
                                      None

         Securities registered under Section 12(g) of the Exchange Act:


                         Common Stock, Par Value $.0001
                         ------------------------------
                                (Title of Class)

Check  whether  the issuer (1) filed all reports required 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.  [   ]

State  issuer's  revenues (net loss) for its most recent fiscal year. $(51,296).

State  the  aggregate  market  value  of the voting stock held by non-affiliates
computed  by  reference to the price at which the stock was sold, or the average
bid  and  asked  prices of such stock, as of a specified date within the past 60
days.  $416,553.75  as  of  October  1,  2002.

                   (APPLICABLE ONLY TO CORPORATE REGISTRANTS)

State the number of shares outstanding of each of the issuer's classes of common
equity,  as of the latest practicable date: October 1, 2002: 5,333,243 shares of
common  stock.

                       DOCUMENTS INCORPORATED BY REFERENCE

-  None  -

Transitional  Small  Business  Disclosure  Format  (Check  One)

Yes  [   ]    No  [X]
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                                Table of Contents

                                                                                    Page
                                                                                    ----
PART  I

Item  1.     Description  of  Business   . . . . . . . . . . . . . . . . . . . . .

Item  2.     Description  of  Property   . . . . . . . . . . . . . . . . . . . . .

Item  3.     Legal  Proceedings  . . . . . . . . . . . . . . . . . . . . . . . . .

Item  4      Submission  of  Matters  to  a  Vote  of  Security  Holders  . . . .

PART  II

Item  5.     Market  for  Common  Equity  and  Related  Stockholder  Matters . . .

Item  6.     Management's  Discussion  and  Analysis   . . . . . . . . . . . . . .

Item  7.     Financial  Statements   . . . . . . . . . . . . . . . . . . . . . . .

Item  8.     Changes  in  and  Disagreements  With  Accountants  on
             Accounting  and  Financial  Disclosure  . . . . . . . . . . . . . . .

PART  III

Item  9.     Directors,  Executive  Officers,  Promoters  and  Control  Persons;
             Compliance  With  Section  16(a)  of  the  Exchange  Act  . . . . . .

Item  10.    Executive  Compensation   . . . . . . . . . . . . . . . . . . . . . .

Item  11.    Security  Ownership  of  Certain  Beneficial  Owners  and
             Management    . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Item  12.    Certain  Relationships  and  Related  Transactions  . . . . . . . . .

Item  13.    Exhibits,  Lists  and  Reports  on  Form  8-K . . . . . . . . . . . .

</TABLE>
<PAGE>

PART I

ITEM 1.     DESCRIPTION OF BUSINESS

BUSINESS

     The Lionshare Group, Inc., (the "Company") was organized under the laws of
the state of Delaware on October 19, 1994, under the name of Resnick Worldwide,
Inc.  On June 16, 1995, Resnick Worldwide, Inc. filed an amendment to change its
name to Standard Brands of America, Inc., which had its charter forfeited by the
State of Delaware during 1997 for failure to obtain a registered agent.  On
August 20, 1997, a Certificate for Renewal and Revival of Charter was filed with
the State of Delaware to procure a restoration, renewal and revival of charter
effective May 15, 1997.  On April 16, 1998, Standard Brands of America, Inc.,
filed an amendment to change its name to The Lionshare Group, Inc.  The Company
currently has no activities.

     Effective May 15, 2002, the Company entered into a stock purchase agreement
with Lancer Offshore, Inc., subsequently assigned to The Omni Fund Limited
("Investor" or "Omni"), a Curacao, Netherlands Antilles corporation.  Under the
agreement, the Investor purchased 40,000,000 shares of the Company's Common
Stock for $400,000.  As additional consideration the Company agreed to retire
25,000,000 outstanding shares of its Common Stock and to issue the Investor
warrants to purchase 10,000,000 shares of Common Stock exercisable at $.01 per
share through August 2, 2002, warrants to purchase 10,000,000 shares of Common
Stock exercisable at $.02 per share through May 6, 2005 and warrants to purchase
10,000,000 shares of Common Stock exercisable at $.04 per share through May 6,
2007.  In connection with the agreement, the Company also issued 1,000,000
shares of its Common Stock to Stenton Leigh Business Resources, Inc.

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

     Subsequent to the agreement, the Company effectuated a one for ten reverse
stock split of its outstanding Common Stock as detailed below, which includes
the securities issued to the Investor pursuant to the stock purchase agreement.

SUBSEQUENT EVENTS

     Effective July 29, 2002, the Company amended its Certificate of
Incorporation by the written consent of the holders of a majority in interest of
the Company's voting capital stock consisting of the Company's outstanding
Common Stock.  The purpose of filing the amendment was to effect a 1 for 10
reverse stock split of the Company's outstanding Common Stock and to increase
the Company's authorized common stock from 100,000,000 to 180,000,000.  The
Company's board of directors, on June 28, 2002, approved the amendment and

                                        1
<PAGE>

recommended by written consent that the amendment be approved by the Company's
stockholders.  The Investor, the Company's principal shareholder, approved the
amendment on June 28, 2002 and the Company filed a definitive information
statement with the Securities and Exchange Commission disclosing the amendment.
The amendment became effective when filed with the Secretary of State of the
State of Delaware on July 29, 2002.  Immediately following the reverse split,
there were 4,332,949 shares of the Company's Common Stock outstanding, of which
the Investor owned 4,000,000 shares (excluding the shares of Common Stock
underlying the Investor's warrants).

PLAN OF OPERATIONS

     The Company is presently seeking to acquire assets or shares of an entity
actively engaged in business which generates revenues, in exchange for its
securities.  The Company does not have any possible acquisition of merger
candidates as of the date of this filing. The Company's proposed business
activities classify the Company as a "blank check" company within the meaning of
Rule 419 of the Securities Act and Rule15g-8 of the Exchange Act. As the Company
is classified as a blank check company, investors that have been issued shares
of the Company's common stock may be subject to limitations on the sale and
disposition of their securities. These limitations include the restriction of
sale or disposition of these securities unless the securities are registered
under the Securities Act. In addition, states may have statutes, rules and
regulations limiting the sale of securities of blank check companies in their
respective jurisdictions.

     Management intends to seek, investigate and, if such investigation
warrants, acquire an interest in business opportunities presented to it by
persons or firms who or which desire to seek the perceived advantages of an
Exchange Act registered corporation. The Company will not restrict its search to
any specific business, industry, or geographical location and it may participate
in a business venture of virtually any kind or nature. This lack of
diversification should be considered a substantial risk to the Company's
stockholders because it will not permit it to offset potential losses from one
venture against gains from another.

     The analysis of new business opportunities will be undertaken by, or under
the supervision of the Company's executive officer. The Company intends to
concentrate on identifying preliminary prospective business opportunities. The
Company will not pay finders fees to any individuals, entities or outside
consultants in connection with a merger or acquisition, nor will the Company pay
any finders fee to an entity that is not a registered broker dealer.

     In analyzing prospective business opportunities, management will consider
such matters as:

     o     the available technical, financial and managerial resources;
     o     working capital;
     o     other financial requirements;

                                        2
<PAGE>

     o     history of operations, if any;
     o     prospects for the future;
     o     nature of present and expected competition;
     o     the quality and experience of management services which may be
           available and the depth of that management;
     o     the potential for further research, development, or exploration;
     o     the potential for growth or expansion;
     o     the potential for profit;
     o     the perceived public recognition of acceptance of products, services,
           or trades; and
     o     name identification.

     In implementing a structure for a particular business acquisition, the
Company may become a party to a merger, consolidation, reorganization, joint
venture, or licensing agreement with another corporation or entity. The Company
may also acquire stock or assets of an existing business. On the consummation of
a transaction, it is probable that present management and stockholders will no
longer control the Company and existing shareholder ownership will be subject to
substantial dilution. In addition, the current board of directors may, as part
of the terms of the acquisition transaction, resign and be replaced by new
directors without a vote of our stockholders.

     The Company anticipates that any securities issued in any reorganization
would be issued in reliance upon exemption from registration under applicable
securities laws. In some circumstances, however, as a negotiated element of its
transaction, the Company may agree to register all or a part of these securities
immediately after the transaction is consummated or at specified times
thereafter. If registration occurs, of which there can be no assurance, it will
be undertaken by the surviving entity after the consummation of a merger or
acquisition and the Company is no longer considered a shell company. Until such
time as this occurs, the Company 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 the Company's common stock may have
a depressive effect on the value of its securities in the future, if such a
market develops.

     As part of the Company's investigation, management may meet with a target
company's management and key personnel, may visit and inspect material
facilities, obtain analysis of verification of certain information provided,
check references of management and key personnel, and take other reasonable
investigative measures, to the extent of the Company's limited financial
resources and management expertise.

     The manner in which the Company will participate in an opportunity will
depend on:

     o     the nature of the opportunity,
     o     respective needs and desires,

                                        3
<PAGE>

     o     respective needs and desires of other parties,
     o     management of the opportunity, and
     o     relative negotiation strength.

     The Company will not acquire or merge with any entity which cannot provide
independently audited financial statements within a reasonable period of time
after closing of the proposed transaction. The Company is subject to all of the
reporting requirements included in the Securities Exchange Act of 1934. Included
in these requirements is the affirmative duty to file independent audited
financial statements as part of a Form 8-K to be filed with the Securities and
Exchange Commission upon consummation of a merger or acquisition, as well as
audited financial statements included in its annual report on Form 10-K (or
10-KSB, as applicable). If audited financial statements are not available at
closing, or within time parameters necessary to insure compliance with the
requirements of the Exchange Act, or if the audited financial statements
provided do not conform to the representations made by the candidate to be
acquired in the closing documents, the closing documents will provide that the
proposed transaction will be voidable, at the discretion of 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.

     Except as required by law, the Company does not intend to provide its
stockholders 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. The Company
anticipate that it will incur nominal expenses in the implementation of its
business plan.

EMPLOYEES

     As of the date of this filing, the Company had one employee. This employee
is George E. Weast, who also serves as the president of the Company. While he is
currently not compensated by the Company, the Company may enter into an
employment agreement with him in the future.

ITEM 2.     DESCRIPTION OF PROPERTY

     As of the filing date of this report the Company's offices are located at
1900 Corporate Boulevard, Suite 305W, Boca Raton, Florida 33431. The Company
currently occupies this space at no cost on a month to month basis.

ITEM 3.     LEGAL PROCEEDINGS

     None.


                                        4
<PAGE>

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

     There were no matters submitted to a vote of security holders during the
fourth quarter of the fiscal year covered by this report.

PART II

ITEM 5.     MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

MARKET FOR COMMON EQUITY

     The Company's common stock was de-listed from the Over the Counter Bulletin
Board (OTCBB) on July 20, 2000. Currently the Company's common stock is traded
on the Pink Sheets. Trades are infrequent and sporadic. Trading is infrequent
and sporadic. On October 1, 2002 the trading price of the Company's common stock
was $1.25.

     As of the date of this report there are approximately 450 holders of record
of the Company's common stock. The Company has never paid cash dividends on its
common stock. The Company presently intends to retain future earnings, if any,
to finance the expansion of its business and does not anticipate that any cash
dividends will be paid in the foreseeable future. The future dividend policy
will depend on the Company's earnings, capital requirements, expansion plans,
financial condition and other relevant factors.

RELATED STOCKHOLDER MATTERS

     The Company believes that it is the view of the Staff of the Securities and
Exchange Commission that, both before and after a business combination or
transaction with an operating entity or other person, the promoters or
affiliates of blank check companies (such as the Company), as well as their
transferees, are "underwriters" of the securities issued. Therefore it is the
view of the Staff of the Securities and Exchange Commission that securities
issued by the Company can only be resold through registration under the
Securities Act unless there is an applicable exemption. In addition, Rule 144
would not be available for resale transactions for securities issued by the
Company. The Company and its affiliates will comply with the Staff's views.

     On March 28, 2002, the Company issued to an investor 2,600,000 shares of
common stock (pre-reverse split) pursuant to a stock purchase agreement in
exchange for $25,000 in cash and a subscription receivable of $1,000 for an
aggregate amount of $26,000.  The shares were issued under the exemption from
registration provided by section 4(2) of the Securities Act.  The shares issued
contain a legend restricting their transferability absent registration or
applicable exemption.  The investor had access to information concerning the
Company and had the opportunity to ask questions concerning the Company.

                                        5
<PAGE>

     On June 5, 2002, pursuant to a stock purchase agreement, the Company issued
to Investor 40,000,000 (4,000,000 post-reverse stock split) shares of common
stock and 30,000,000 (3,000,000 post-reverse stock split) warrants exercisable
at $.01 to $.04 per share expiring at various dates through May 2007 in exchange
$50,000 in cash and assumption of notes and accounts payable of approximately
$350,000.  The warrants were valued at zero under the Black-Scholes method since
the exercise price materially exceeded the estimated fair market value of the
shares of the Company at the date of grant.  In connection with the agreement:
(1) Stenton Leigh Business Resources, Inc. received 1,000,000 (100,000
post-reverse stock split) shares of common stock and (2) the Company repurchased
and retired 25,000,000 (2,500,000 post-reverse stock split) shares of its common
stock for $25,000.  The shares and warrants were issued under the exemption from
registration provided by section 4(2) of the Securities Act.  The shares and
warrants issued contain a legend restricting their transferability absent
registration or applicable exemption.  The investors had access to information
concerning the Company and had the opportunity to ask questions concerning the
Company.

     On July 16, 2002, a warrant was exercised by a warrant holder to purchase
1,000,000 shares of the Company's common stock (post-reverse split) at $.01 per
share for cash proceeds of $90,000.  The shares were issued under the exemption
from registration provided by section 4(2) of the Securities Act.  The shares
issued contain a legend restricting their transferability absent registration or
applicable exemption.  The investor had access to information concerning the
Company and had the opportunity to ask questions concerning the Company.

ITEM 6.     MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

GENERAL

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

RESULTS OF OPERATIONS FOR THE YEAR ENDED JUNE 30, 2002 AS COMPARED TO THE YEAR
ENDED JUNE 30, 2001.

     The Company had no revenues for the years ended June 30, 2002 and June 30,
2001.  The Company incurred operating expenses of $51,296 for the year ended
June 30, 2002, principally consisting of professional fees ($48,721).  The

                                        6
<PAGE>

professional fees are associated with the Company's reorganization of its
business.  For the year ended June 30, 2001 the Company incurred operating
expenses of $32,617, consisting principally of professional fees associated with
the Company's reorganization.

     For the year ended June 30, 2002, the Company had a net loss of $51,296 as
compared to a net loss of $21,617 for the year ended June 30, 2001.

LIQUIDITY AND CAPITAL RESOURCES

     As of June 30, 2002, the Company had existing cash reserves of $42,740.  At
June 30, 2002, the Company had an accumulated deficit of $108,341.  The Company
also had a net loss of $51,296 for the year ended June 30, 2002.

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

     The $400,000 received by the Company was used to satisfy the Company's
obligations, including, but not limited to, debts and distributions to
shareholders whose shares are being retired.  The Company believes that the
proceeds from the stock purchase and funds received from the exercise of
outstanding warrants will be satisfactory to maintain operations for 12 months.

     Subsequent to the stock purchase agreement, the Company effectuated a one
for ten reverse stock split of its outstanding Common Stock, which includes the
securities issued to Omni.  As a result of the reverse stock split, there is
approximately 4,332,949 shares of the Company's Common Stock outstanding, of
which Omni owns 4,000,000 shares (excluding the shares of Common Stock
underlying Omni's warrants).

PLAN OF OPERATIONS

     The Company is seeking to acquire assets or shares of an entity actively
engaged in business which generates revenues, in exchange for its securities.
The Company does not have any possible acquisition of merger candidates as of
the date of this report. Management intends to seek, investigate and, if such
investigation warrants, acquire an interest in business opportunities presented
to it by persons or firms who or which desire to seek the perceived advantages
of an Exchange Act registered corporation. The Company will not restrict its

                                        7
<PAGE>

search to any specific business, industry, or geographical location and it may
participate in a business venture of virtually any kind or nature. This lack of
diversification should be considered a substantial risk to the Company's
stockholders because it will not permit it to offset potential losses from one
venture against gains from another.

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

     The Company will not pay finders fees to any individuals or entities nor
any registered broker dealer in connection with a merger or acquisition. In
implementing a structure for a particular business acquisition, the Company may
become a party to a merger, consolidation, reorganization, joint venture, or
licensing agreement with another corporation or entity. The Company may also
acquire stock or assets of an existing business. The Company's corporate policy
does not prohibit it from entering into transactions with related parties.

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

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

ITEM 7.     FINANCIAL STATEMENTS

     The required financial information is included herein commencing on page
F-1.

ITEM 8.     CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS AND FINANCIAL
            DISCLOSURE

     On June 11, 2002, the Board of Directors of the Company approved the
engagement of Weinberg & Company, P.A. as independent auditors of the Company
for the fiscal year ended June 30, 2002, to replace the firm of Sellers &
Associates ("Sellers"), who were dismissed as the Company's auditors, effective
May 28, 2002 (date of dismissal).


                                        8
<PAGE>

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

     In connection with the audits of the Company's financial statements for the
fiscal years ended June 30, 2001 and June 30, 2000, and in the subsequent
unaudited interim periods through the date of dismissal, there were no
disagreements with Sellers on any matters of accounting principles or practices,
financial statement disclosure, or auditing scope and procedures which, if not
resolved to the satisfaction of Sellers, would have caused Sellers to make
reference to the subject matter in their report.

     Sellers has furnished the Company with a letter addressed to the Commission
stating whether it agrees with the above statements.  The letter is included
with this report as an exhibit.

     During the fiscal years ended June 30, 2001 and June 30, 2000 and through
the date of the dismissal of Sellers, the Company did not consult Weinberg &
Company, P.A. with respect to the application of accounting principles to a
specified transaction, either completed or proposed, or the type of audit
opinion that might be rendered on the Company's consolidated financial
statements, or any other matters or reportable events listed in Items
304(a)(2)(i) and (ii) of Regulation S-K.



                                        9
<PAGE>
PART III

ITEM 9.     DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
            COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

     The following table sets forth the names, positions with the Company and
ages of the executive officers and directors of the Company. Directors will be
elected at Company's annual meeting of shareholders and serve for one year or
until their successors are elected and qualify. Officers are elected by the
Board and their terms of office are, except to the extent governed by employment
contract, at the discretion of the Board of Directors.

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

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

     George E. Weast     69      President, Secretary and Director
     Edward McCluskey*   61      President and Director
     William Barnett*    61      Secretary and Director

     *  Resigned effective March 29, 2002

     George E. Weast has served as our President, Secretary and Director since
March 2002.  Since 1992 Mr. Weast has served as President of Washington Capital
Corporation, a company that provides consulting services to banks, investment
banking firms and professional money managers.  From 1973 through 1991 Mr. Weast
served as President of American Investors, Inc., a developer and syndicator of
commercial real estate in the Washington metropolitan area.  Mr. Weast served in
the United States Army from 1956 through 1958.  He graduated from the University
of Maryland with a degree in accounting.

COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934

     Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers, and persons who own more than ten percent of
the Company's outstanding Common Stock to file with the Securities and Exchange
Commission (the "SEC") initial reports of ownership and reports of changes in
ownership of Common Stock. Such persons are required by SEC regulation to
furnish the Company with copies of all such reports they file. To the Company's
knowledge, Section 16(a) filing requirements applicable to its officers,
directors and greater than ten percent beneficial owners have not been complied
with for the period which this proxy relates.


                                       10
<PAGE>
ITEM 10.     EXECUTIVE COMPENSATION

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

     It is possible that, after the Company 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.

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

COMPENSATION OF DIRECTORS

     Members of the Company's Board of Directors are not compensated for their
service on the Board.

EMPLOYMENT AGREEMENTS

None.




                                       11
<PAGE>
ITEM 11.     SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following table sets forth certain information regarding the Company's
common stock beneficially owned on October 1, 2002 by: (1) each shareholder
known by the Company to be the beneficial owner of five (5%) percent or more of
the Company's outstanding common stock, (2) each of the Company's executive
officers and directors, and (3) all executive officers and directors as a group.
The information below accounts for the 10 for 1 reverse stock split.  There were
approximately 5,333,243 shares outstanding as of October 1, 2002.

                           Number of Beneficially     Percentage of Outstanding
Name                            Owned Shares          Shares Beneficially Owned
----                        -------------------       -------------------------

Omni Fund Limited(1)               5,000,000                   93.7%
Kaya Flambayon 9
Curacao, Netherlands Antilles

George E. Weast                         -0-                      -
585 Jefferson Drive, Unit 107
Deerfield Beach, FL 33442

Officers and Directors as a Group       -0-                      -
(1 person)


(1)     The Omni Fund Limited is managed by Lancer Management LLC, and is owned
        by numerous equity holders.

ITEM 12.     INTEREST OF MANAGEMENT AND OTHER CERTAIN TRANSACTIONS

     The Company's current president, George E. Weast, has been affiliated with
blank check companies in the past.  If Mr. Weast promotes any other blank check
companies while the Company remains a blank check company, it could present a
conflict of interest.

ITEM 13.     EXHIBITS, LISTS AND REPORTS ON FORM 8-K

(a)         Exhibits.

3(i)(a)     Certificate of Incorporation (incorporated by reference to the
            Company's Report on Form 10-SB filed 10/29/99, as amended).

3(i)(b)     Certificate of Amendment (incorporated by reference to the Company's
            Report on Form 8-K filed February 2, 2001).


                                       12
<PAGE>

3(i)(c)     Certificate of Amendment (incorporated by reference to the Company's
            Information Statement filed July 17, 2002).

(3)(ii)     Bylaws (incorporated by reference to the Company's Report on Form
            10-SB filed 10/24/99).

16.1        Letter of Sellers & Associates, P.A., pursuant to Item 304(a)(3) of
            Regulation S-B.

99          Certification.

(b)  Reports on Form 8-K.

     On May 28, 2002 the Company filed a Report on Form 8-K disclosing a change
of control of the Company.  The report described the stock purchase agreement
with Lancer Offshore, Inc.





                                       13
<PAGE>
                                   SIGNATURES

     In accordance with Section 13 of the Securities Exchange Act of 1934, the
Registrant caused this Report to be signed on its behalf by the undersigned,
thereunto duly authorized on October 25, 2002.


                              THE LIONSHARE GROUP, INC.


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





                                       14
<PAGE>
                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350
                             AS ADOPTED PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

     In connection with the accompanying Annual Report of The Lionshare Group,
Inc. (the "Registrant") on Form 10-KSB for the year ending June 30, 2002, as
filed with the Securities and Exchange Commission on the date hereof (the
"Annual Report"), I, George E. Weast, Principal Executive Officer and Principal
Financial Officer of the Registrant, certify, pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, to
the best of my knowledge, that:

1.   I have reviewed this Annual Report;

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

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

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

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

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

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

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

                                        1
<PAGE>

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

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

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


By:  /s/George E. Weast
     -------------------
     George E. Weast
     Principal Executive Officer and
     Principal Financial Officer
     October 25, 2002


                                        2
<PAGE>








                            THE LIONSHARE GROUP, INC.
                              FINANCIAL STATEMENTS
                               AS OF JUNE 30, 2002


<PAGE>

                            THE LIONSHARE GROUP, INC.



                           CONTENTS
                           --------


PAGE   1     INDEPENDENT AUDITORS' REPORT

PAGE   2     BALANCE SHEET AS OF JUNE 30, 2002

PAGE   3     STATEMENTS OF OPERATIONS FOR THE YEARS ENDED
             JUNE 30, 2002 AND 2001

PAGE   4     STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
             FOR THE YEARS ENDED JUNE 30, 2002 AND 2001


PAGE   5     STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED
             JUNE 30, 2002 AND 2001

PAGES 6-9    NOTES TO FINANCIAL STATEMENTS AS OF JUNE 30, 2002

<PAGE>





                          INDEPENDENT AUDITORS' REPORT
                          ----------------------------


To  the  Board  of  Directors  of:
The  Lionshare  Group,  Inc.


We  have  audited the accompanying balance sheet of The Lionshare Group, Inc. as
of  June 30, 2002 and the related statements of operations, stockholders' equity
and  cash  flows  for  the  year 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 audit in accordance with auditing standards generally accepted
in  the  United  States  of  America.  These  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, 2002 and the results of its operations and its cash flows for the year
then  ended  in  conformity with accounting principles generally accepted in the
United  States  of  America.




WEINBERG  &  COMPANY,  P.A.


Boca  Raton,  FL
September  25,  2002

<PAGE>

                            THE LIONSHARE GROUP, INC.
                                  BALANCE SHEET
                               AS OF JUNE 30, 2002
                               -------------------
<TABLE>
<CAPTION>
<S>                                                                                  <C>
                                     ASSETS

CURRENT ASSETS
 Cash                                                                             $  42,740
                                                                                ------------
TOTAL ASSETS                                                                      $  42,740
-----------                                                                     ============
                      LIABILITIES AND STOCKHOLDERS' EQUITY
                     --------------------------------------


CURRENT LIABILITIES
Accounts payable and accrued expenses                                             $  12,148
                                                                                ------------
TOTAL LIABILITIES                                                                    12,148
                                                                                ------------

STOCKHOLDERS' EQUITY
Preferred stock, $0.0001 par value, 5,000,000 shares authorized, none issued and
outstanding                                                                               -
Common stock, $0.0001 par value, 100,000,000 shares authorized, 4,333,243 shares
issued and outstanding                                                                  433
Additional paid-in capital                                                          139,500
Accumulated deficit                                                                (108,341)
                                                                                ------------
                                                                                     31,592
Less: subscription receivable                                                        (1,000)
                                                                                ------------
Total Stockholders' Equity                                                           30,592

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                        $  42,740
------------------------------------------                                       ===========
</TABLE>

                See accompanying notes to financials statements.
                                         2
<PAGE>
                            THE LIONSHARE GROUP, INC.
                            STATEMENTS OF OPERATIONS
                   FOR THE YEARS ENDED JUNE 30, 2002 AND 2001
                   ------------------------------------------
<TABLE>
<CAPTION>
                                                  2002       2001
                                                ---------  ---------
<S>                                               <C>        <C>
REVENUES                                        $      -   $      -
                                                ---------  ---------
OPERATING EXPENSES
Professional fees                                 48,721     24,706
Printing costs                                         -      5,223
Licenses and corporate fees                        2,087      2,588
Other                                                488        100
                                                ---------  ---------
Total Operating Expenses                          51,296     32,617
                                                ---------  ---------
LOSS FROM OPERATIONS                             (51,296)   (32,617)
                                                ---------  ---------

OTHER INCOME
Forgiveness of debt                                    -     11,000
                                                ---------  ---------
Total Other Income                                     -     11,000
                                                ---------  ---------


NET (LOSS)                                       (51,296)   (21,617)
----------                                      ---------  ---------


NET (LOSS) PER SHARE - BASIC AND DILUTED        $  (0.06)  $  (0.16)
                                                =========  =========
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING
 - BASIC AND DILUTED                             912,421    133,228
                                                =========  =========


</TABLE>
                See accompanying notes to financials statements.
                                         3
<PAGE>
                            THE LIONSHARE GROUP, INC.
            STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIENCY)
                   FOR THE YEARS ENDED JUNE 30, 2002 AND 2001
                   ------------------------------------------
<TABLE>
<CAPTION>

                                                            Additional
                                          Common Stock       Paid-In  Subscriptions  Accumulated
                                       Shares      Amount    Capital    Receivable     Deficit     Total
                                    ------------ ---------- ---------- ------------ ------------ -----------
<S>                                      <C>          <C>       <C>        <C>           <C>         <C>
Balance, June 30, 2000                  133,243   $    13   $  5,500   $         -   $ (35,428)  $(29,915)

Net loss, 2001                                -         -          -             -     (21,617)   (21,617)
                                    ------------ ---------- ---------- ------------ ------------ -----------

Balance, June 30, 2001                  133,243        13      5,500             -     (57,045)   (51,532)

Issuance of common stock for cash     2,600,000       260     25,740        (1,000)          -     25,000

Stock and warrants issued pursuant
to stock purchase agreement           4,100,000       410    133,010             -           -    133,420

Purchase and retirement of treasury
Stock                                (2,500,000)     (250)   (24,750)            -           -    (25,000)

Net loss, 2002                                -         -          -             -     (51,296)   (51,296)
                                    ------------ ---------- ---------- ------------ ------------ -----------

BALANCE, JUNE 30, 2002                4,333,243   $   433   $139,500   $    (1,000)  $(108,341)  $ 30,592
-----------------------             ============ ========== ========== ============ ============ ===========
</TABLE>
                See accompanying notes to financials statements.
                                         4

<PAGE>

                            THE LIONSHARE GROUP, INC.
                            STATEMENTS OF CASH FLOWS
                   FOR THE YEARS ENDED JUNE 30, 2002 AND 2001
                   ------------------------------------------

<TABLE>
<CAPTION>
                                                                             June 30,    June 30,
                                                                               2002       2001
                                                                             ---------  ---------
<S>                                                                             <C>        <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss)                                                                   $(51,296)  $(21,617)
Adjustments to reconcile net (loss) to net cash provided by (used in)
 operating activities:
Changes in operating assets and liabilities:
Increase in accounts payable and accrued expenses                              40,536     23,017
                                                                             ---------  ---------
Net Cash Provided By (Used In) Operating Activities                           (10,760)     1,400
                                                                             ---------  ---------

CASH FLOWS FROM INVESTING ACTIVITIES:                                               -          -
                                                                             ---------  ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
Stockholder loans payable                                                       3,000     (1,000)
Proceeds from issuance of common stock and warrants, net of offering costs     75,000          -
Funds used to purchase treasury stock                                         (25,000)         -
                                                                             ---------  ---------
Net Cash Provided By (Used In) Financing Activities                            53,000     (1,000)
                                                                             ---------  ---------

NET INCREASE IN CASH AND CASH EQUIVALENTS                                      42,240        400

CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR                                    500        100
                                                                             ---------  ---------

CASH AND CASH EQUIVALENTS AT END OF YEAR                                     $ 42,740   $    500
------------------------------------------                                   =========  =========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
--------------------------------------------------

INTEREST PAID                                                                $      -   $      -
                                                                             ========= ==========
TAXES PAID                                                                   $      -   $      -
                                                                             ========= ==========
</TABLE>

SUPPLEMENTAL  DISCLOSURE  OF  NON-CASH  INVESTING  AND  FINANCING  ACTIVITIES:
------------------------------------------------------------------------------

During  2002,  the  Company  received a stock subscription of $1,000 for 100,000
shares  of  common  stock.

During  2002,  $17,500  of  notes  payable  and $65,920 of accounts payable were
assumed  by  the  placement  agent  as a settlement of debt related to the stock
purchase  agreement  discussed  in  Note  2(B).

               See accompanying notes to financials statements.
                                         5

<PAGE>
                            THE LIONSHARE GROUP, INC.
                          NOTES TO FINANCIAL STATEMENTS
                               AS OF JUNE 30, 2002
                               -------------------

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

(A) ORGANIZATION
----------------

The  Lionshare  Group, Inc., (the "Company") was organized under the laws of the
state of Delaware on October 19, 1994, under the name of Resnick Worldwide, Inc.
On  June 16, 1995, Resnick Worldwide, Inc. filed an amendment to change its name
to  Standard  Brands  of  America,  Inc., which had its charter forfeited by the
State  of  Delaware  during  1997  for failure to obtain a registered agent.  On
August 20, 1997, a Certificate for Renewal and Revival of Charter was filed with
the  State  of Delaware to procure a restoration, renewal and revival of charter
effective  May  15,  1997.  On April 16, 1998, Standard Brands of America, Inc.,
filed  an amendment to change its name to The Lionshare Group, Inc.  The Company
currently  has  no  activities.

(B) USE OF ESTIMATES
--------------------

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

(C)  CASH  AND  CASH  EQUIVALENTS
---------------------------------

For  purposes  of  the  cash  flow  statements, the Company considers all highly
liquid  investments with original maturities of three months or less at the time
of  purchase  to  be  cash  equivalents.

(D)  INCOME  TAXES
------------------

The  Company  accounts  for  income  taxes  under  the  Statement  of  Financial
Accounting  Standards No. 109 "Accounting for Income Taxes" ("SFAS 109").  Under
SFAS  109, deferred tax assets and liabilities are recognized for the future tax
consequences  attributable  to  differences  between  the  financial  statement
carrying  amounts  of  existing  assets and liabilities and their respective tax
bases.  Deferred tax assets and liabilities are measured using enacted tax rates
expected  to  apply  to  taxable  income  in  the years in which those temporary
differences are expected to be recovered or settled.  Under SFAS 109, the effect
on deferred tax assets and liabilities of a change in tax rates is recognized in
income in the period that includes the enactment date.  There was no current tax
expense  or  (benefit) for the years ended June 30, 2002 and 2001.  The deferred
tax  asset  arising  from  the Company's net operating loss carryforward, in the
amount  of  approximately  $100,000,  has  been  fully  offset  by  a  valuation
allowance.

                                        6

<PAGE>

                            THE LIONSHARE GROUP, INC.
                          NOTES TO FINANCIAL STATEMENTS
                               AS OF JUNE 30, 2002
                               -------------------

(E)  PER  SHARE  DATA
---------------------

Basic  and  diluted  net  loss  per  common  share  for all periods presented is
computed based upon the weighted average common shares outstanding as defined by
Financial  Accounting  Standards  No.  128,  "Earnings Per Share."  Common stock
equivalents  consisting of 3,000,000 warrants at June 30, 2002 were not included
in  the  calculation  of  diluted earnings per share because the effect would be
anti-dilutive.  Accordingly, a reconciliation between basic and diluted earnings
per  share  is  not  presented.

(F)  STOCK  WARRANTS
--------------------

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

(G)  NEW  ACCOUNTING  PRONOUNCEMENTS
------------------------------------

The  Financial  Accounting  Standards  Board  has  recently  issued  several new
Statements  of  Financial  Accounting  Standards.  Statement  No. 141, "Business
Combinations"  supersedes  APB  Opinion  16  and various related pronouncements.
Pursuant  to  the  new  guidance in Statement No. 141, all business combinations
must  be  accounted  for under the purchase method of accounting; the pooling-of
-interests  method  is no longer permitted.  SFAS 141 also establishes new rules
concerning  the recognition of goodwill and other intangible assets arising in a
purchase  business  combination  and  requires  disclosure  of  more information
concerning  a business combination in the period in which it is completed.  This
statement is generally effective for business combinations initiated on or after
July  1,  2001.

Statement No. 142, "Goodwill and Other Intangible Assets" supercedes APB Opinion
17  and  related  interpretations.  Statement  No.  142 establishes new rules on
accounting  for  the acquisition of intangible assets not acquired in a business
combination and the manner in which goodwill and all other intangibles should be
accounted  for subsequent to their initial recognition in a business combination
accounted  for under SFAS No. 141.  Under SFAS No. 142, intangible assets should
be recorded at fair value.  Intangible assets with finite useful lives should be
amortized  over  such  period  and  those  with  indefinite  lives should not be
amortized.  All intangible assets being amortized as well as those that are not,
are  both  subject  to  review  for  potential  impairment  under  SFAS No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
be Disposed of".  SFAS No. 142 also requires that goodwill arising in a business
combination  should not be amortized but is subject to impairment testing at the
reporting  unit  level  to which the goodwill was assigned to at the date of the
business  combination.

                                        7
<PAGE>
                            THE LIONSHARE GROUP, INC.
                          NOTES TO FINANCIAL STATEMENTS
                               AS OF JUNE 30, 2002
                               -------------------

SFAS No. 142 is effective for fiscal years beginning after December 15, 2001 and
must  be  applied  as  of  the  beginning of such year to all goodwill and other
intangible assets that have already been recorded in the balance sheet as of the
first  day  in  which SFAS No. 142 is initially applied, regardless of when such
assets  were  acquired.  Goodwill  acquired  in  a  business  combination  whose
acquisition  date  is  on  or  after  July 1, 2001, should not be amortized, but
should be reviewed for impairment pursuant to SFAS No. 121, even though SFAS No.
142  has  not  yet  been  adopted.  However, previously acquired goodwill should
continue  to  be  amortized  until  SFAS  No.  142  is  first  adopted.

Statement  No.  143  "Accounting  for  Asset Retirement Obligations" establishes
standards  for the initial measurement and subsequent accounting for obligations
associated  with  the sale, abandonment, or other type of disposal of long-lived
tangible  assets  arising  from  the  acquisition,  construction, or development
and/or  normal  operation  of such assets.  SFAS No. 143 is effective for fiscal
years  beginning  after  June  15,  2002,  with  earlier application encouraged.

In  August  2001,  the  FASB  issued SFAS 144, "Accounting for the Impairment or
Disposal  of  Long-Lived Assets".  This statement addresses financial accounting
and reporting for the impairment or disposal of long-lived assets and supercedes
FASB  Statement No. 121, "Accounting for the Impairment of Long-Lived Assets and
for  Long-Lived  Assets to be Disposed Of".  The provisions of the statement are
effective  for  financial  statements  issued  for  fiscal years beginning after
December  15,  2001.

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

(H) CONCENTRATION OF CREDIT RISK
--------------------------------

The  Company  maintains  its  cash  balances  at one financial institution.  The
balance  is  insured  by  the  Federal  Deposit  Insurance Corporation for up to
$100,000.  At  June  30, 2002, the Company did not have uninsured cash balances.

(I)  FAIR  VALUE  OF  FINANCIAL  INSTRUMENTS
--------------------------------------------

Statement  of  Financial  Accounting  Standard  No. 107, "Disclosures about Fair
Value of Financial Instruments", requires certain disclosures regarding the fair
value  of  financial  instruments.  Accounts  payable  and  accrued expenses are
reflected  in  the  financial statements at fair value because of the short-term
maturity  of  the  instruments.

(J) RECLASSIFICATIONS
---------------------

Certain  2001  balances  have  been  reclassified  to  conform  to  the  2002
presentation.

                                        8
<PAGE>

                            THE LIONSHARE GROUP, INC.
                          NOTES TO FINANCIAL STATEMENTS
                               AS OF JUNE 30, 2002
                               -------------------

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

(A)  AUTHORIZED  SHARES
-----------------------

Effective  June 15, 1995, the Company was authorized to issue 100,000,000 shares
of  common stock at $0.0001 par value and 5,000,000 shares of preferred stock at
$0.0001  par  value  (See  Note  3).

(B)  STOCK  AND  WARRANTS  ISSUED  FOR  CASH
--------------------------------------------

On  March  28, 2002, the Company agreed to enter into a stock purchase agreement
to  issue  2,600,000  common  shares  in  exchange  for  $25,000  in  cash and a
subscription  receivable  of  $1,000  for  an  aggregate  amount  of  $26,000.

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

As a result of the aforementioned stock purchase agreement there was a change in
control  of  the  Company which resulted in the new stockholders owning 92.3% of
the  common  stock.

NOTE  3     SUBSEQUENT  EVENT
-------     -----------------

On  July  16,  2002,  a  warrant was exercised to purchase 10,000,000 (1,000,000
post-reverse  stock split) shares at $.01 per share for cash proceeds of $90,000
(net  of  placement  costs).

On  July 29, 2002, the Company amended its Certificate of Incorporation with the
State  of  Delaware  to  increase its authorized shares to 180,000,000 shares of
$.0001  par  value  common  stock  and  20,000,000  shares  of  $.0001 par value
preferred  stock.

                                        9
<PAGE>