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 September 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 September 30, 2004, 5,700,000 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
                            September 30, 2004


Page

Part I - Financial Information

   Item 1. Financial Statements:

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

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


       Consolidated Statements of Cash Flows (Unaudited)
            for the Nine Months Ended September 30, 2004 and 2003              5

       Notes to the Consolidated Financial Statements.                6,7,8,9,10

   Item 2. Management's Discussion and Analysis of
           Financial Condition and Results of Operations.            11,12,13,14

   Item 3. Controls and Procedures                                         14,15


Part II - Other Information

   Item 1. Legal Proceedings                                                  15
   Item 2. Changes in Securities and Small Business Issuer
                Purchase of Equity Securities                                 15
   Item 3. Defaults Upon Senior Securities                                    16
   Item 4. Submission of Matters to a Vote of Security Holders                16
   Item 5. Other Information                                                  16
   Item 6. Exhibits and Reports on Form 8K                                    16


Signatures                                                                    16



                                       2



<PAGE>

Item 1.
-------


<TABLE>


                SOMERSET INTERNATIONAL GROUP, INC. AND SUBSIDIARY
                      UNAUDITED CONSOLIDATED BALANCE SHEET
                               SEPTEMBER 30, 2004



                                     ASSETS
<CAPTION>

Current Assets:
<S>                                                                     <C>
  Cash                                                                  $        196

                                                                        ------------
                   Total Current Assets                                          196

            TOTAL ASSETS                                                $        196
                                                                        ============

                    LIABILITIES AND STOCKHOLDERS' DEFICIENCY

Current Liabilities:
  Accounts payable and accrued expenses                                 $     70,411
  Promissory notes payable net of debt discount                              353,768
                                                                        ------------
                           Total Current Liabilities                         424,179

Stockholders' Deficiency:
  Common stock                                                                 5,700
  Preferred stock                                                                 --
  Capital in excess of par value                                          25,891,130
  Accumulated deficit                                                    (26,320,813)
                                                                        ------------
                    Total Stockholders' Deficiency                          (423,983)
                                                                        ------------

           TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY               $        196
                                                                        ============


</TABLE>









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

                                       3

<PAGE>


<TABLE>

                SOMERSET INTERNATIONAL GROUP, INC. AND SUBSIDIARY
                 UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
        FOR THE THREE AND NINE MONTHS ENDING SEPTEMBER 30, 2004 and 2003


<CAPTION>

                                                     Three Months                                Nine Months
                                                  Ended September 30                          Ended September 30
                                               2004               2003                        2004            2003
                                            -----------      -----------                 -----------      -----------
<S>                                         <C>                        <C>               <C>                        <C>
Sales                                       $     1,000                0                 $     1,000                0
Cost of Goods Sold                                    0                0                           0                0
                                            -----------      -----------                 -----------      -----------

    Gross Profit (Loss)                           1,000                0                       1,000                0

Administrative, Marketing
   and General Expenses                         791,602            2,200                   1,110,347           10,450

(Gain) on Debt Recovery                               0                0                           0          (16,352)
                                            -----------      -----------                 -----------      -----------

Income (Loss) From Operations                  (790,602)          (2,200)                 (1,110,347)           5,902

Other (Income):
  Interest (Income)/ Expense                     19,625              (16)                     36,018              (70)
                                            -----------      -----------                 -----------      -----------

Income (Loss) Before
 Provision for Income Taxes                    (810,227)          (2,184)                 (1,145,365)           5,972

Provision for (Benefit From)
   Income Taxes                                       0                0                           0                0
                                            -----------      -----------                 -----------      -----------

Net Income (Loss)                           $  (810,227)     $    (2,184)                $(1,145,365)     $     5,972
                                            ===========      ===========                 ===========      ===========

Basic Weighted Average
 Earnings (Loss) Per Share
 Common Stock                               $     (0.15)     $      0.00                 $     (0.46)     $      0.00
                                            ===========      ===========                 ===========      ===========

Weighted Average Common Shares
Used in Company Basic Earnings
(Loss)Per Common Share                        5,304,396          988,497                   2,464,107          988,497
                                            ===========      ===========                 ===========      ===========

</TABLE>



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

                                       4


<PAGE>


<TABLE>

                SOMERSET INTERNATIONAL GROUP, INC. AND SUBSIDIARY
                 UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
             FOR THE NINE MONTHS ENDING SEPTEMBER 30, 2004 AND 2003

<CAPTION>


                                                                      2004                       2003
                                                                  -----------                -----------
Cash Flows From Operating Activities:
<S>                                                               <C>                        <C>
  Net Income (Loss)                                               $(1,145,365)               $     5,972
  Adjustments to reconcile net income (loss) to
   net cash used in operating activities:

            Amortization of debt discount                              12,268
            Stock issued for consulting                               609,583
            Stock issued for compensation                             200,000

  Increase(Decrease) in cash attributable
              to changes in assets and liabilities:

            Accounts payable and accrued expenses                      68,012                    (15,152)
                                                                  -----------                -----------
         Net Cash Used In
              Operating Activities                                   (255,502)                    (9,180)
                                                                  -----------                -----------


Financing Activities:

    Proceeds from Issuance of Promissory Notes                        375,000                         --
      net of debt discount of $33,500
    Somerset-NJ distribution prior to merger                         (125,000)                        --
                                                                  -----------                -----------
            Net Cash Used In
              Financing Activities                                    250,000                         --

Net Change in Cash                                                     (5,502)
                                                                                                  (9,180)

Cash at Beginning of the Period                                         5,698
                                                                                                  20,582
                                                                  -----------                -----------
Cash at End of the Period                                         $       196                $    11,402
                                                                  ===========                ===========

Supplemental Disclosure of Cash Flow Information:

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

Non-Cash Investing And Financing Activities:

            Stock issued in connection with
                        bridge financing                          $    33,500                $        --

</TABLE>


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

                                       5
<PAGE>

                SOMERSET INTERNATIONAL GROUP, INC. AND SUBSIDIARY
             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 September 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 September 30, 2004 and as of the results of its operations and
its cash flows for the nine month periods ended September 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 nine months ended September
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 September 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 September 30, 2004,
5,700,000 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 periods ended September 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 Transactions

     On December 31, 2003, J.R.S. Holdings LLC (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. These shares, after
conversion to all Common Stock and reflective of the 21:1 reverse stock split,
equated to 644,017 shares. 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.

     On January 17, 2004, Somerset-New Jersey closed a $175,000 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. In addition to the repayment of the Note and
interest, the investor received a 10% ownership interest in Somerset-New Jersey.
As a result of this transaction, Somerset-New Jersey recorded a debt discount of
$3,500, which is being amortized over the life of the bridge financing
agreements.

     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.

     On June 30, 2004, immediately prior to the merger with the Company,
Somerset-New Jersey distributed to its shareholders the 644,017 post reverse
split shares acquired in the January 22, 2004 transaction with J.R.S. Holdings
LLC described above.

     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 which were valued at $609,583.
Somerset-New Jersey has the strategic objective of acquiring profitable and near
term profitable private small and medium sized businesses and maximizing the
profitability of its acquired entities. In accordance with SFAS No. 141,
relating to the financial presentation for certain business combinations, the
Company has reported the results for the nine months ending September 30, 2004
inclusive of the results for Somerset-New Jersey for the six months ending June
30,2004. As a result of this recapitalization, all balances and transactions
between Somerset-New Jersey and the Company have been eliminated as of and for
the period ending September 30, 2004.

     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 which was valued at $30,000. As a result of this
transaction, the Company has recorded a debt discount of $30,000, which is being
amortized over the life of the bridge financing agreements.

                                       7

<PAGE>


     On September 30, 2004, the Company approved the issuance of 200,000 shares
of restricted common stock to Paul Patrizio and 200,000 shares of restricted
common stock to John X. Adiletta. These shares are being issued based on the
conversion of $100,000 in accrued compensation owed to Paul Patrizio and to John
X. Adiletta at the rate of $0.50 per share. Such shares were issued pursuant to
an exemption from registration at Section 4(2) of the Securities Act of 1933 and
are restricted in accordance with Rule 144 of the Securities Act of 1933.

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 shareholders, 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 2001, the Financial Accounting Standards Board ("FASB") issued
Financial Accounting Standards ("SFAS") No. 141, "Business Combinations," which
addresses financial accounting and reporting for business combinations and
supersedes APB Opinion No. 16, Business Combinations, and FASB Statement No. 38,
Accounting for Preacquisition Contingencies of Purchased Enterprises. All
business combinations in the scope of this Statement are to be accounted for
using one method, the purchase method.

     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.

                                       8

<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 January 17, 2004, Somerset-New Jersey closed a $175,000 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. In addition to the repayment of the Note and
interest, the investor received a 10% ownership interest in Somerset-New Jersey.
As a result of this transaction, Somerset-New Jersey recorded a debt discount of
$3,500, which is being amortized over the life of the bridge financing
agreements.

     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
received 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, that is December 31, 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
received 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, that is December 31, 2004. This stock was issued on July 1, 2004.

                                       9

<PAGE>

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. As of
September 30, 2004, this transaction is still subject to closing.

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 November 10, 2004, the Company was notified that it had received
clearance from the National Association of Securities Dealers ("NASD") to have
its Common Stock quoted on the Over The Counter ("OTC") Bulletin Board.


                                       10


<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 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. As of
September 30, 2004, this transaction is still subject to closing.

     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.

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

     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.

                                       11

<PAGE>

RESULTS  OF  OPERATIONS  FOR THE  NINE  MONTHS  ENDED  SEPTEMBER  30,  2004
COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 2003

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

     The expenses incurred for the nine months ended September 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 significant sales or to incur
any significant operating expenses unless and until such time the Company begins
or acquires meaningful operations.

LIQUIDITY AND CAPITAL RESOURCES

     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 financing 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.

     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.


                                       12

<PAGE>

     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 due 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.

NEW ACCOUNTING PRONOUNCEMENTS

     In June 2001, the Financial Accounting Standards Board ("FASB") issued
Financial Accounting Standards ("SFAS") No. 141, "Business Combinations," which
addresses financial accounting and reporting for business combinations and
supersedes APB Opinion No. 16, Business Combinations, and FASB Statement No. 38,
Accounting for Preacquisition Contingencies of Purchased Enterprises. All
business combinations in the scope of this Statement are to be accounted for
using one method, the purchase method.

                                       13

<PAGE>

     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 December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
Compensation- Transition and Disclosure", amending SFAS No. 123, "Accounting for
Stock-Based Compensation". SFAS 148 provides alternative methods of transition
for a voluntary change to the fair value method of accounting for stock-based
employee compensation and amends prior disclosure guidance. SFAS 148 also
requires prominent disclosures in both annual and interim financial statements
about the method of accounting for such compensation and the effects of the
method used on reported results. The provisions of SFAS 148 are generally
effective for fiscal years ending after December 15, 2002.

     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.

                                       14

<PAGE>

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.

(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 had 5,300,000 shares of Common
Stock issued and outstanding, as of July 15, 2004.

     On October 1, 2004, the Company filed a Form 8K to disclose that it had
approved the issuance of 200,000 shares of restricted common stock to Paul
Patrizio and 200,000 shares of restricted common stock to John X. Adiletta.
These shares are being issued based on the conversion of $100,000 in accrued
compensation owed to Paul Patrizio and to John X. Adiletta at the rate of $0.50
per share. Such shares were issued pursuant to an exemption from registration at
Section 4(2) of the Securities Act of 1933 and are restricted in accordance with
Rule 144 of the Securities Act of 1933. Pursuant to such issuance, Somerset
currently has 5,700,000 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.

          On October 1, 2004, the Company filed a Form 8K to disclose that it
          had approved the issuance of 200,000 shares of restricted common
          stock.

                               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:  November 15, 2004                 By:   /s/ John X. Adiletta
                                             ----------------------------------
                                                   John X. Adiletta,
                                                   Chief Executive Officer


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