U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

         -------------------------------------------------------------


                                 FORM 10-QSB

         -------------------------------------------------------------



          QUARTERLY REPORT UNDER SECTION 13 or 15(d) OF THE SECURITIES
                            EXCHANGE ACT OF 1934

               For the quarterly period ended June 30, 2004

                        Commission File No: 0-10854

                    SOMERSET INTERNATIONAL GROUP, INC.
     (Exact name of small business issuer as specified in its charter)

          DELAWARE                                    13-2795675
(State or other Jurisdiction of                     (I.R.S Employer
 Incorporation or Organization)                      Identification No.)


             90 Washington Valley Road, Bedminster, New Jersey 07921
               (Address of Principal Executive Offices) (Zip Code)

                                 (908) 719-8909
                (Issuer's telephone number, including area code)


Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the 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

Check whether the issuer has filed all documents and reports required to be
filed by Section 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 /X/ No

As of July 29, 2004, 5,300,000 shares of the registrants Common Stock were
outstanding.

Transitional Small Business Format.  Yes   No /X/



<PAGE>


                    SOMERSET INTERNATIONAL GROUP, INC.


                           INDEX TO FORM 10-QSB
                               June 30, 2004


                                                                           Page

PART I - FINANCIAL INFORMATION

   Item 1. Financial Statements:

       Consolidated Balance Sheet (Unaudited) - June 30, 2004                 3

       Consolidated  Statements of Operations (Unaudited)
       for the Three And Six Months Ended June 30, 2004 and 2003              4

       Consolidated Statements of Cash Flows (Unaudited)
       for the Six Months Ended June 30, 2004 and 2003.                       5

       Notes to Consolidated Financial Statements.                      6,7,8,9

   Item 2. Management's Discussion and Analysis of
           Financial Condition and Results of Operations.              10,11,12

   Item 3. Controls and Procedures                                           13


PART II - OTHER INFORMATION

   Item 1. Legal Proceedings                                                 14
   Item 2. Changes in Securities and Small Business Issuer
           Purchase of Equity Securities                                     14
   Item 3. Defaults Upon Senior Securities                                   14
   Item 4. Submission of Matters to a Vote of Security Holders               14
   Item 5. Other Information                                                 14
   Item 6. Exhibits and Reports on Form 8K                                   14


SIGNATURES                                                                   15


<PAGE>



Item 1.  Financial Statements:




               SOMERSET INTERNATIONAL GROUP, INC. AND SUBSIDIARIES
                             UNAUDITED BALANCE SHEET
                                  JUNE 30, 2004



                                     ASSETS
<TABLE>
<CAPTION>

Current Assets:
<S>                                                                          <C>
  Cash                                                                       $     53,109
  Prepaid Expenses                                                                109,750
                                                                             ------------
                   Total Current Assets                                           162,859
Other Assets:
  Deferred Financing Costs                                                         27,857

            TOTAL ASSETS                                                     $    190,716
                                                                             ============

            LIABILITIES AND STOCKHOLDERS' DEFICIENCY

Current Liabilities:
  Accounts payable and accrued expenses                                      $      2,000
  Promissory notes payable                                                        200,000
  Stock Issuance Payable                                                           30,000
                                                                             ------------
                           Total Current Liabilities                              232,000

Stockholders' Deficiency:
  Common stock                                                                      1,036
  Preferred stock                                                                      --
  Capital in excess of par value                                               25,052,711
  Accumulated deficit                                                         (25,095,031)
                                                                             ------------
                    Total Stockholders' Deficiency                                (41,284)
                                                                             ------------

           TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY                    $    190,716
                                                                             ============


</TABLE>



    The Notes to Financial Statements are an integral part of this Statement.


                                       3

<PAGE>
<TABLE>
<CAPTION>

                            SOMERSET INTERNATIONAL GROUP, INC. AND SUBSIDIARIES
                                   UNAUDITED STATEMENTS OF OPERATIONS
                         FOR THE THREE AND SIX MONTHS ENDING JUNE 30 2004 and 2003



                                                Three Months                        Six Months
                                                Ended June 30                      Ended June 30
                                          2004              2003               2004               2003
                                     -----------        -----------        -----------        -----------

<S>                                  <C>                          <C>      <C>                          <C>
Sales                                $         0                  0        $         0                  0
Cost of Goods Sold                             0                  0                  0                  0
                                     -----------        -----------        -----------        -----------
    Gross Profit (Loss)                        0                  0                  0                  0

Administrative, Marketing
   and General Expenses                   29,041              2,185             40,439              8,250

(Gain) on Debt Recovery                        0            (16,352)                 0            (16,352)
                                     -----------        -----------        -----------        -----------
Income (Loss) From Operations            (29,041)            14,166            (40,439)             8,102

Other (Income):
  Interest (Income)/ Expense               4,143                (21)             4,143                (54)
                                     -----------        -----------        -----------        -----------
Income (Loss) Before
 Provision for Income Taxes              (33,184)            14,187            (44,582)             8,156

Provision for (Benefit From)
   Income Taxes                                0                  0                  0                  0
                                     -----------        -----------        -----------        -----------
Net Income (Loss)                    $   (33,184)       $    14,187        $   (44,582)       $     8,156
                                     ===========        ===========        ===========        ===========
Basic Weighted Average
 Earnings (Loss) Per Share
 Common Stock                        $     (0.03)       $      0.01        $     (0.04)       $      0.01
                                     ===========        ===========        ===========        ===========
Weighted Average Common Shares
Used in Company Basic Earnings
(Loss)Per Common Share                 1,036,116            988,497          1,036,116            988,497
                                     ===========        ===========        ===========        ===========









                     The Notes to Financial Statements are an integral part of these statements

                                                            4
</TABLE>

<PAGE>


<TABLE>
<CAPTION>

                           SOMERSET INTERNATIONAL GROUP, INC. AND SUBSIDIARIES
                                   UNAUDITED STATEMENTS OF CASH FLOWS
                            FOR THE SIX MONTHS ENDING JUNE 30, 2004 AND 2003



                                                                   2004                     2003
                                                                ---------                ---------

Cash Flows From Operating Activities:
<S>                                                             <C>                      <C>
  Net Income (Loss)                                             $ (44,582)               $   8,156
  Adjustments to reconcile net income (loss) to
   net cash used in operating activities:

            Prepaid Expenses                                     (109,750)                      --
            Deferred Financing Costs                              (27,857)                      --
            Accounts payable and accrued expenses                    (400)                  16,352
            Stock Issuance Payable                                 30,000                       --
                                                                ---------                ---------
         Net Cash Used In
              Operating Activities                               (152,589)                  (8,196)
                                                                ---------                ---------

  Financing Activities:

    Proceeds from Issuance of Promissory Notes                    200,000                        0
    Proceeds from Related Party Loan                               50,000                       --
    Payment of Related Party Loan                                 (50,000)                      --
                                                                ---------                ---------


Net Increase in Cash                                               47,411                   (8,196)

Cash at Beginning of the Period                                     5,698                   20,582
                                                                ---------                ---------
Cash at End of the Period                                       $  53,109                $  12,386
                                                                =========                =========

Supplemental Disclosure of Cash Flow Information:

      Cash paid during the period for:
            Interest                                            $      --                $      --
            Income taxes                                        $      --                $      --






              The Notes to Financial Statements are an integral part of these statements.

                                                  5
</TABLE>

<PAGE>


               SOMERSET INTERNATIONAL GROUP, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
================================================================================

Note 1. Basis of Presentation

     The unaudited financial statements included herein have been prepared by
the Company, Somerset International Group, Inc., pursuant to the rules and
regulations of the Securities and Exchange Commission. Accordingly, they do not
include all of the information and footnotes required by accounting principle's
generally accepted in the United States for complete financial statements. The
unaudited interim financial statements as of June 30, 2004 and 2003 reflect all
adjustments (consisting of normal recurring accruals) which, in the opinion of
management, are considered necessary for a fair presentation of its financial
position as of June 30, 2004 and as of the results of its operations and its
cash flows for the six month periods ended June 30, 2004 and 2003 for the
periods covered. On April 6, 2004, the Company effectuated a one for twenty-one
reverse stock split. All share and per share information herein reflect this
reverse stock split.

     The Unaudited Statements of Operations for the six months ended June 30,
2004 and 2003 are not necessarily indicative of results for the full year.

     While the Company believes that the disclosures presented are adequate to
make the information not misleading, these financial statements should be read
in conjunction with the financial statements and accompanying notes included in
the Company's Current Report on Form 10-KSB dated December 31, 2003.

Note 2. Preferred and Common Stock

     The Series A preferred stock of the Company has a par value of $.001 per
share and 100,000,000 shares have been authorized to be issued. No shares of
preferred stock were issued and outstanding at June 30, 2004.

     The common stock of the Company has a par value of $.001 per share and
200,000,000 shares have been authorized to be issued. As of June 30, 2004,
1,036,116 shares were issued and outstanding.

Note 3. Earnings Per Share

     The Company has adopted Statement of Financial Accounting Standard No.128,
"Earnings Per Share". Basic earnings per common share are compared using the
weighted average of shares outstanding. Diluted earnings per common share would
be computed using the weighted average number of shares outstanding adjusted for
the incremental shares attributed to other outstanding options, warrants, etc.
to purchase common stock. For the quarterly periods ended June 30, 2004 and
2003, the Company has no such potential dilutive Securities; hence, only basic
loss per share is presented.

                                       6

<PAGE>

Note 4. Related Party Transaction

     In April 2004, Somerset-New Jersey converted its Class A Common Stock And
Series A Preferred Stock into an equal number of shares of the Company's Common
Stock. The Company then effected a 21 to 1 reverse stock split of all of its
common shares.

     During the six months ended June 30, 2004, Somerset-New Jersey loaned
$50,000 to the Company for working capital purposes, which was also repaid
during the six months ended June 30, 2004.

     On December 31, 2003, J.R.S., a principal shareholder in the Company, and
Somerset International Group, Inc., a New Jersey Corporation (Somerset - New
Jersey) signed a Stock Purchase Agreement whereby J.R.S. would sell 526,250
shares of pre-reverse split Common Stock, 12,000,000 shares of pre-reverse split
Class A Common Stock and 1,000,000 shares of its then pre-reverse split Series A
Preferred Stock of the Company. This transaction closed in escrow on January 22,
2004, with the condition to closing that the Company file Form 10KSB for the
fiscal year ending December 31, 2003. J.R.S. retained 2,381 Common Shares (after
the reverse split), representing .2 percent of the outstanding common shares and
Somerset became the controlling shareholder of the Company, owning approximately
60 percent of the outstanding shares of the Company, as the Company filed Form
10KSB and the shares were released from escrow.

Note 5. Going Concern

     The company's financial statements are prepared in accordance with
generally accepted accounting principals applicable to a going concern. This
contemplates the realization of assets and the liquidation of liabilities in the
normal course of business. Currently, the Company does not have significant cash
or other material assets, nor does it have operations or a source of revenue to
cover its administrative costs for a period in excess of one year and allow it
to continue as a going concern.

     Management is actively involved in exploring business opportunities which
they believe will allow the Company to increase shareholder's value and allow it
to continue as a going concern. However, at this time the Company is fully
dependent on its principal shareholder, both with respect to exploring business
opportunities and to provide sufficient working capital advances, if required,
for the Company to continue in existence.

Note 6. Recent Accounting Pronouncements

     In June 2002, the Financial Accounting Standards Board ("FASB") issued
Financial Accounting Standards ("SFAS") No. 146, "Accounting for Costs
Associated with Exit or Disposal Activities," which supercedes Emerging Issues
Task Force (EITF) Issue 94-3, "Liability Recognition for Certain Employees
Termination Benefits and Other Costs to Exit and Activity (including Certain
Costs Incurred in a Restructuring)." SFAS No. 146 addresses financial accounting
and reporting for costs associated with exit or disposal activities and requires
that a liability be recognized when it is incurred and should initially be
measured and recorded at fair value. This statement is effective for exit or
disposal activities that are initiated after December 31, 2002 and management
does not expect the adoption to have any significant impact on the Company's
financial position or results of operations.

                                       7

<PAGE>

     In November 2002, the FASB issued FASB Interpretation, "FIN," No.45,
"Guarantor's Accounting and Disclosure Requirements for Guarantees, Including
Indirect Guarantees of Indebtedness to Others." FIN No. 45 addresses the
disclosures to be made by a guarantor in its interim and annual financial
statements about its obligations under certain guarantees that it has issued.
Under FIN No. 45 recognition and initial measurement provisions are applicable
on a prospective basis to guarantees issued or modified after December 31, 2002,
irrespective of the guarantor's fiscal year end. The adoption of FIN No.45 did
not have a significant impact on the Company's financial position or results or
operations.

     In December 2003, the FASB revised FASB Interpretation "FIN" No. 46R,
"Consolidation of Variable Interest Entities", originally issued in January
2003. FIN 46R clarifies the application of Accounting Research Bulletin No. 51,
"Consolidated Financial Statements," to certain entities in which certain equity
investments do not have the characteristics of controlling financial interest or
do not have sufficient equity at risk for the entity to finance its activities
without additional financial support from other parties. FIN 46R applies
immediately to variable interest entities (VIE's) created after December 31,
2003, and to VIE's in which an enterprise obtains an interest after that date.
It applies in the first reporting period ending after December 15, 2004, to
VIE's in which an enterprise holds a variable interest. The adoption of FIN 46R
is not expected to have a material impact on the Company's financial position,
liquidity, or results of operations.

Note 7. Promissory Notes Payable.

     On April 29, 2004, the Company closed a $100,000 bridge financing from one
accredited investor pursuant to a Promissory Note with interest payable at
twelve (12%) percent per annum. Pursuant to such note, the principal and
interest will mature on the earlier of the subsequent financing by the Company
or one year from date of issuance, with a minimum of 90 days of interest to be
paid. In addition to the repayment of the Note and interest, the investor shall
receive 100,000 shares of the Company's Common Stock. The Company has agreed to
register the Common Stock with the Securities and Exchange Commission the sooner
of one hundred and eighty (180) days from closing of the first acquisition or
June 30, 2004. This stock was issued on July 1, 2004.

     On June 25, 2004, the Company closed a $100,000 bridge financing from one
accredited investor pursuant to a Promissory Note with interest payable at
twelve (12%) percent per annum. Pursuant to such note, the principal and
interest will mature on the earlier of the subsequent financing by the Company
or one year from date of issuance, with a minimum of 90 days of interest to be
paid. In addition to the repayment of the Note and interest, the investor shall
receive 100,000 shares of the Company's Common Stock. The Company has agreed to
register the Common Stock with the Securities and Exchange Commission the sooner
of one hundred and eighty (180) days from closing of the first acquisition or
June 30, 2004. This stock was issued on July 1, 2004.

Note 8. Acquisition Agreement.

     On June 15, 2004, the Company, through its wholly owned subsidiary, which
owns no assets as of June 30, 2004, entered into an Agreement and Plan of Merger
with a New Jersey Corporation which provides wireless security products and
services. The closing is subject to a financing of five hundred thousand dollars
($500,000) to provide working capital to the merged company. In addition, the
Company will issue three million dollars ($3,000,000) of Redeemable Convertible
Preferred Stock to the shareholders of the wireless company and assume five
hundred five thousand dollars ($505,000) of existing indebtedness.

                                       8

<PAGE>

Note 9. Other Transaction.

     In June 2004, the Company created a subsidiary for the purpose of
completing the acquisition described in Note 8. The subsidiary is inactive and
has no assets.

Note 10. Subsequent Event.

     On July 1, 2004, the Company completed the merger with Somerset-New Jersey.
Pursuant to the Agreement, the shareholders of Somerset-New Jersey were issued a
total of four million sixty-three thousand eight hundred eighty-four shares
(4,063,884) of the Company's Common Stock.

     On July 9, 2004, the Company entered into a non binding Letter of Intent to
acquire the stock of a Tennessee Corporation that is a contract carrier
operating throughout the lower 48 states and Canada. The closing is subject to
approval by both parties of a Definitive Agreement as well as receipt of audited
financial statements and financing to be negotiated.

     There can be no assurance that the Company will be successful in
consummating the above described acquisition.

     In connection with the bridge financing agreements that occurred during the
quarter ended June 30, 2004 (Note 7), the Company issued 200,000 shares of
common stock on July 1, 2004 valued at $30,000.



                                       9



<PAGE>


               SOMERSET INTERNATIONAL GROUP, INC. AND SUBSIDIARIES
                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS

Item 2.

GENERAL

     The information contained in Item 2 contains forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. Actual results
may materially differ from those projected in the forward-looking statements as
a result of certain risks and uncertainties set forth in this report. Although
management believes that the assumptions made and expectations reflected in the
forward-looking statements are reasonable, there is no assurance that the
underlying assumptions will, in fact, prove to be correct or that actual results
will not be different from expectations expressed in this report.

     Effective December 31, 2001, Somerset (formerly known as ORS Automation,
Inc.) ceased conducting operations. The decision to cease operations was made
prior to the year end after the Company's two principal customers, who accounted
for substantially all of the Company's sales, canceled all orders for products
in the foreseeable future and based upon the general decline in electronics
manufacturing activity.

     Effective January 1, 2002, the Company's principal activity was to search
for opportunities to maximize the value of its tangible and intangible assets.

     On June 4, 2004, the Company entered into a non binding Letter of Intent to
acquire the stock of a New Jersey Corporation that is a general contractor which
focuses on both general commercial/industrial construction and wireless
construction. The closing is subject to approval by both parties of a Definitive
Agreement as well as receipt of audited financial statements and financing to be
negotiated.

     On June 15, 2004, the Company, through its wholly owned subsidiary, which
owns no assets as of June 30, 2004, entered into an Agreement and Plan of Merger
with a New Jersey Corporation which provides wireless security products and
services. The closing is subject to a financing of five hundred thousand dollars
($500,000) to provide working capital to the merged company. In addition, the
Company will issue three million dollars ($3,000,000) of Redeemable Convertible
Preferred Stock to the shareholders of the wireless company and assume five
hundred five thousand dollars ($505,000) of existing indebtedness.

     On June 30, 2004, the Company entered into a non binding Letter of Intent
to acquire the stock of a Massachusetts Corporation which is a Systems
Integrator and Value Added Reseller ("VAR") that concentrates its sales efforts
on medium and large IT resellers across North America and end users with complex
business and technology needs. The closing is subject to approval by both
parties of a Definitive Agreement as well as receipt of audited financial
statements, and financing to be negotiated.

                                       10

<PAGE>

     On July 1, 2004, the Company completed the merger with Somerset
International Group, Inc., a New Jersey Corporation ("Somerset-New Jersey").
Pursuant to the Agreement, the shareholders of Somerset-New Jersey were issued a
total of four million sixty-three thousand eight hundred eighty-four shares
(4,063,884) of the Company's Common Stock.

     On July 9, 2004, the Company entered into a non binding Letter of Intent to
acquire the stock of a Tennessee Corporation which is a contract carrier
operating throughout the lower 48 states and Canada. The closing is subject to
approval by both parties of a Definitive Agreement as well as receipt of audited
financial statements and financing to be negotiated.

     There can be no assurance that the Company will be successful in
consummating the above described acquisitions.


RESULTS OF  OPERATIONS  FOR THE SIX MONTHS ENDED JUNE 30, 2004  COMPARED TO
THE SIX MONTHS ENDED JUNE 30, 2003

     Since ORS ceased operations on December 31, 2001, there have been no sales,
including the six month periods ended June 30, 2004 and 2003.

     The expenses incurred for the six months ended June 30, 2004 and 2003,
respectively, related to accounting, legal and public company expenses needed to
continue the Company's existence while it attempted to seek opportunities to
maximize the value of its tangible and intangible assets.

     The Company does not expect to generate any sales or to incur any
significant operating expenses unless and until such time the Company begins or
acquires meaningful operations.

LIQUIDITY AND CAPITAL RESOURCES

     At June 30, 2004, the Company had cash in the amount of $53,109.

     It is the intent of management, through the assistance of its principal
shareholders, to make cash advances, in order to support and preserve the
integrity of the corporate entity. However, there is no legal obligation on the
part of the principal shareholders to provide the funding, if required. Should
the principal shareholders fail to provide funding, the Company has not
identified any other potential sources. Consequently, there is substantial doubt
about the Company's ability to continue to operate as a going concern.

     The Company's need for capital may change dramatically as a result of any
business acquisition or combination transaction. There can be no assurance that
the Company will identify any suitable business, product, technology or
opportunity in the future. Further, even if the Company locates a suitable
target, there can be no assurance that the Company would be successful in
consummating any acquisition or business consolidation on favorable terms or
that it will be able to profitably manage the business, product, or technology,
if acquired or otherwise engaged.

     The Company intends to locate or combine with an existing, privately-held
company, which is profitable or whose business model holds promise of future
profitability. A combination may be structured as a merger, reverse merger,
consolidation, exchange of the Company's stock for stock or assets or any other
transaction form which will result in the combined enterprise's becoming a
publicly-held corporation.

                                       11

<PAGE>

     Pending negotiation and consummation of a combination, the Company expects
that it will have, apart from its search for a combination partner, no business
activities or revenue in the future. Should the Company incur any significant
liabilities prior to effecting a business combination, it may not be able to
satisfy such liabilities as incurred.

     Due to the aforementioned limited financial resources, the Company will be
unable to engage any financial experts or business advisors to evaluate
combination proposals or acquisition candidates. It will be necessary for the
Company to rely completely on it officers and directors. Management intends to
ask pertinent questions of the proposed candidates or opportunities in the
course of its diligence phase. Management will rely heavily on a business plan,
financial statements and projections, and management's views of the future. It
will not devote a substantial amount of time to independently verify, via market
research and other business evaluation techniques, much of the information
obtained from interviews with the combination partner. Unless something comes to
the attention which causes the Company to have serious concerns on the viability
or integrity of the financial records and business projections, which would
result in a disqualification of such candidate, a transaction would be approved
by the majority shareholder and an Information Statement mailed to all of its
shareholder's as required by law.

     On April 29, 2004, the Company closed a $100,000 bridge financing from one
accredited investor pursuant to a Promissory Note with interest payable at
twelve (12%) percent per annum. Pursuant to such note, the principal and
interest will mature on the earlier of the subsequent financing by the Company
or one year from date of issuance, with a minimum of 90 days of interest to be
paid. In addition to the repayment of the Note and interest, the investor shall
receive 100,000 shares of the Company's Common Stock. The Company has agreed to
register the Common Stock with the Securities and Exchange Commission one
hundred and eighty (180) days from the sooner of the closing of the first
acquisition or June 30, 2004. This stock was issued on July 1, 2004. The
proceeds of the note will be used by the Company for transaction expenses and
working capital related to the acquisition of companies that have executed
Letters of Intent.

     On June 25, 2004, the Company closed a $100,000 bridge financing from one
accredited investor pursuant to a Promissory Note with interest payable at
twelve (12%) percent per annum. Pursuant to such note, the principal and
interest will mature on the earlier of the subsequent financing by the Company
or one year from date of issuance, with a minimum of 90 days of interest to be
paid. In addition to the repayment of the Note and interest, the investor shall
receive 100,000 shares of the Company's Common Stock. The Company has agreed to
register the Common Stock with the Securities and Exchange Commission one
hundred and eighty (180) days from the sooner of the closing of the first
acquisition or June 30, 2004. This stock was issued on July 1, 2004. The
proceeds of the note will be used by the Company for transaction expenses and
working capital related to the acquisition of companies that have executed
Letters of Intent.

                                       12

<PAGE>

NEW ACCOUNTING PRONOUNCEMENTS

     In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs
Associated with Exit or Disposal Activities," which supersedes Emerging Issues
Task Force (EITF) Issue 94-3, "Liability Recognition for Certain Employees
Termination Benefits and Other Costs to Exit and Activity (including Certain
Costs Incurred in a Restructuring)." SFAS No. 146 addresses financial accounting
and reporting for costs associated with exit or disposal activities and requires
that a liability be recognized when it is incurred and should initially be
measured and recorded at fair value. This statement is effective for exit or
disposal activities that are initiated after December 31, 2002 and management
does not expect the adoption to have an impact on the Company's financial
position or results of operations.

     In November 2002, the FASB issued FASB Interpretation, "FIN," No.45,
"Guarantor's Accounting and Disclosure Requirements for Guarantees, Including
Indirect Guarantees of Indebtedness to Others." FIN No. 45 addresses the
disclosures to be made by a guarantor in its interim and annual financial
statements about its obligations under certain guarantees that it has issued.
Under FIN No. 45 recognition and initial measurement provisions are applicable
on a prospective basis to guarantees issued or modified after December 31, 2002,
irrespective of the guarantor's fiscal year end. The adoption of FIN No.45 did
not have a significant impact on the Company's financial position or results or
operations.

     In January 2003, the FASB issued FASB Interpretation "FIN" No. 46,
Consolidation of Variable Interest Entities." FIN 46 clarifies the application
of Accounting Research Bulletin No. 51, "Consolidated Financial Statements," to
certain entities in which certain equity investments do not have the
characteristics of controlling financial interest or do not have sufficient
equity at risk for the entity to finance its activities without additional
financial support from other parties. FIN 46 applies immediately to variable
interest entities (VIE's) created after January 31, 2003, and to VIE's in which
an enterprise obtains an interest after that date. It applies in the first
fiscal year or interim period beginning after June 15, 2003, to VIE's in which
an enterprise holds a variable interest that it acquired before February 1,
2003. FIN 46 applies to public enterprises as of the beginning of the applicable
interim or annual period. The adoption of FIN 46 is not expected to have a
material impact on the Company's financial position, liquidity, or results of
operations.

Item 3. Controls and Procedures
-------------------------------

(a) Evaluation of disclosure controls and procedures.

Our Chief Executive Officer and Chief Financial Officer (collectively the
"Certifying Officers") maintain a system of disclosure controls and procedures
that is designed to provide reasonable assurance that information, which is
required to be disclosed, is accumulated and communicated to management timely.
Under the supervision and with the participation of management, the Certifying
Officers evaluated the effectiveness of the design and operation of our
disclosure controls and procedures (as defined in Rule [13a-14(c)/15d-14(c)]
under the Exchange Act) within 90 days prior to the filing date of this report.
Based upon that evaluation, the Certifying Officers concluded that our
disclosure controls and procedures are effective in timely alerting them to
material information relative to our company required to be disclosed in our
periodic filings with the SEC.

                                       13

<PAGE>

(b) Changes in internal controls.

Our Certifying Officer has indicated that there were no significant changes in
our internal controls or other factors that could significantly affect such
controls subsequent to the date of his evaluation, and there were no such
control actions with regard to significant deficiencies and material weaknesses.

                        PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

     The Company is currently not a party to any pending legal proceedings and
no such action by, or to the best of its knowledge, against the Company has been
threatened.

Item 2. Changes in Securities and Small Business Issuer Purchase Of Equity
        Securities.

     On July 15, 2004, the Company filed a Form 8K to disclose that it had
completed its approved Agreement and Plan of Merger with Somerset-New Jersey.
Pursuant to the Agreement, the shareholders of Somerset-New Jersey were issued
four million sixty-three thousand eight hundred eighty-four shares (4,063,884)
of the Company's Common Stock. Following the merger, the Company issued a total
of 200,000 shares to two individuals who provided Somerset with bridge
financing. Pursuant to such issuance, Somerset currently has 5,300,000 shares of
Common Stock issued and outstanding.

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 8K.

        (a)  Exhibits

             31.1 Certification pursuant to Section 302 of Sarbanes Oxley Act
             of 2002

             32.1 Certification pursuant to Section 906 of Sarbanes Oxley Act
             of 2002

        (b)  Reports on Form 8K

     On July 15, 2004, the Company filed a Form 8K to disclose that it had
completed its approved Agreement and Plan of Merger with Somerset-New Jersey.

                               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 hereunto duly authorized.



                                    SOMERSET INTERNATIONAL GROUP, INC.
                                              (Registrant)



Date:  August 13, 2004              By:   /s/ John X. Adiletta
                                       --------------------------------
                                              John X. Adiletta,
                                              Chief Executive Officer


                                    By:   /s/ Paul Patrizio
                                       --------------------------------
                                              Paul Patrizio,
                                              Principal Financial Officer