UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

(Mark One)

[x]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

         For the quarterly period ended January 31, 2001. or

[ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

  For the transition period from ___________________ to _____________________

Commission File Number: 33-42498

                            SUN EXPRESS GROUP, INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

           FLORIDA                                               65-024624
-------------------------------                              -------------------
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                               Identification No.)

1515 University Drive Suite 111-C Coral Springs, Florida               33065
--------------------------------------------------------             ----------
    (Address of principal executive offices)                         (Zip Code)


      (Registrant's telephone number, including area code) (561) 662-4928
      --------------------------------------------------------------------

              ---------------------------------------------------
              (Former name, former address and former fiscal year,
                         if changed since last report)


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

                         Yes  x     No
                             ---      ---

                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                  PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.

                         Yes        No
                             ---      ---

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

COMMON STOCK - 24, 996,198 shares outstanding as of January 31, 2001.

<PAGE>

                             Sun Express Group, Inc.


                                    Contents
                                    --------

                                                                         Page(s)
                                                                         -------
PART I--FINANCIAL INFORMATION

        Item 1.      Financial Statements.

Balance Sheets .........................................................     3

Statements of Operations (unaudited)....................................     4

Statements of Cash Flows (unaudited)....................................     5

Note to financial statements (unaudited)................................     6

        Item 2.      Managements Discussion and Analysis of Financial
                       Condition and Results of Operations. ............     7
<PAGE>


                             Sun Express Group, Inc.
                                  Balance Sheet
                                  -------------

<TABLE>
<CAPTION>

                                                       January 31, 2001
                                                         (Unaudited)       July 31, 2000
                                                         -----------        -----------
                                     Assets
                                     ------
<S>                                                      <C>                <C>
Current Assets
Cash                                                     $       499        $     1,130
                                                         -----------        -----------
 tal Current Assets                                              499              1,130
                                                         -----------        -----------

Total Assets                                             $       499        $     1,130
                                                         ===========        ===========

                              Stockholders' Equity
                              --------------------

Stockholders' Equity
Common Stock, $0.001 par value, 100,000,000 shares
  authorized, 24,966,198 shares issued and outstanding   $    24,996        $    24,996
Additional paid-in capital                                 4,191,068          4,191,068
Accumulated deficit                                       (4,215,565)        (4,214,934)
                                                         -----------        -----------
Total Stockholders' Equity                               $       499        $     1,130
                                                         ===========        ===========
</TABLE>






                 See accompanying notes to financial statements



                                       3
<PAGE>


                             Sun Express Group, Inc.
                            Statements of Operations
                            ------------------------
                                   (unaudited)

<TABLE>
<CAPTION>


                                                                      Three Months Ended January 31     Six Months Ended January 31
                                                                          2001            2000             2001             2000
                                                                      -----------      -----------      -----------      -----------
<S>                                                                   <C>              <C>              <C>              <C>
Operating Expenses
General and administrative                                            $       564      $        30      $       631      $        61
                                                                      -----------      -----------      -----------      -----------
Total Operating Expenses                                                      564               30              631               61
                                                                      -----------      -----------      -----------      -----------

Other Income
Interest income                                                                --               16               --               33
                                                                      -----------      -----------      -----------      -----------
Total Other Income                                                             --               16               --               33
                                                                      -----------      -----------      -----------      -----------

Net Loss                                                              $       564      $        14      $       631      $        28
                                                                      ===========      ===========      ===========      ===========

Net loss per common share - basic and diluted                         $        --      $        --      $        --      $        --
                                                                      ===========      ===========      ===========      ===========

Weighted average number of common shares outstanding -
    basic and diluted                                                  24,996,198       24,996,198       24,996,198       24,996,198
                                                                      ===========      ===========      ===========      ===========
</TABLE>


                 See accompanying notes to financial statements.



                                       4
<PAGE>


                             Sun Express Group, Inc.
                            Statements of Cash Flows
                            ------------------------
                                   (unaudited)




                                                     Six Months Ended January 31
                                                           2001         2000
                                                         -------      -------

Cash Flows from Operating Activities:
Net loss                                                 $   631      $    28
                                                         -------      -------
Net Cash Used in Operating Activities                       (631)         (28)
                                                         -------      -------

Cash Flows from Financing Activities:
Repayment of loans to directors                               --       (4,994)
                                                         -------      -------
Net Cash Used in Financing Activities                         --       (4,994)
                                                         -------      -------

Decrease in Cash and Cash Equivalents                       (631)      (5,022)
                                                         -------      -------

Cash and Cash Equivalents at Beginning of Period           1,130        6,164
                                                         -------      -------

Cash and Cash Equivalents at End of Period               $   499      $ 1,142
                                                         =======      =======



                 See accompanying notes to financial statements.


                                       5
<PAGE>

                             Sun Express Group, Inc.
                          Note to Financial Statements
                                January 31, 2001
                                ----------------
                                   (unaudited)



Note 1   Basis of Presentation
------------------------------

The accompanying unaudited financial statements have been prepared in accordance
with accounting principles generally accepted in the United States of America
and the rules and regulations of the Securities and Exchange Commission for
interim financial information. Accordingly, they do not include all the
information and footnotes necessary for a comprehensive presentation of
financial position and results of operations.

It is management's opinion, however, that all material adjustments (consisting
of normal recurring adjustments) have been made which are necessary for a fair
financial statements presentation. The results for the interim period are not
necessarily indicative of the results to be expected for the year.

For further information, refer to the audited financial statements and footnotes
for the years ending July 31, 2000 and 1999 included in the Company's Form
10-KSB.


                                       6
<PAGE>


Item 2.     Management's Discussion and Analysis of Financial Condition and
            Results of Operations.

Sun Express Group, Inc. (the "Company"), which owned and operated the successful
Destination Sun Airways, has been inactive since selling its assets to Air Tran
Airways in 1994.

Until September of 2000, the Company was constrained by a non-compete agreement
that was executed as a part of the sale of assets in 1994.

The Company is now seeking new business opportunities and has begun to identify
possible new areas of operation.

Item 3.     Quantitative and Qualitative Disclosures About Market Risk.
            Not applicable.

                                       7
<PAGE>

                           PART II--OTHER INFORMATION

Item 1.     Legal Proceedings.
NONE.

Item 2.     Changes in Securities and Use of Proceeds.
NONE.

Item 3.     Defaults Upon Senior Securities.
NONE.

Item 4.     Submission of Matters to a Vote of Security Holders.
NONE.

Item 5.     Other Information.
NONE.

Item 6.     Exhibits and Reports on Form 8-K (ss.249.308 of this chapter).
NONE.


                                       8
<PAGE>

                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                          SUN EXPRESS GROUP, INC.
                                          (Registrant)





Name                                   Title                       Date
-----                                  -----                       -----
/s/ GUY T. LINDLEY                   PRESIDENT, DIRECTOR        June 18, 2001
-------------------------            AND CEO
   GUY T. LINDLEY


/s/ ROBERT MUNSON                    SECRETARY AND DIRECTOR    June 18, 2001
------------------------
   ROBERT MUNSON




                                       9