SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   Form 10-QSB

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

                         For Quarter ended June 30, 2000

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

                 For the transition period from ____________ to _______________

                           Commission File No 0-26509
                                     -------

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

         Florida                                               65-06001212
---------------------------------                     ------------------------
 (State or other jurisdiction                         (IRS Employer ID Number)
of incorporation or organization)

                      69 Mall Drive, Comack, New York 11725
                      -------------------------------------
                    (Address of principal executive offices)

                                 (631) 543-2800
                            -------------------------
                            Issuer's Telephone Number

                   90 Adams Avenue, Hauppauge, New York 11788
          --------------------------------------------------------------
         (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
                              ------           ------

As of July 31, 2000, the issuer had 1,402,200  shares of common stock, par value
$.0001 per share issued and outstanding.


<PAGE>
                                     PART I

Item 1. Financial Statements



                       SOUTHERN GROUP INTERNATIONAL, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                              FINANCIAL STATEMENTS
                 FOR THE SIX MONTHS ENDED JUNE 30, 2000 AND 1999
                AND FOR THE PERIOD AUGUST 10, 1995 (INCEPTION) TO
                                  JUNE 30, 2000


















                                       1
<PAGE>

                                TABLE OF CONTENTS

                                                                   Page No.

ACCOUNTANT'S REPORT..................................................   3

FINANCIAL STATEMENTS

    Balance sheets...................................................   4

    Statements of Operations.........................................   5

    Statements of Changes in Stockholders' Equity....................   6

    Statements of Cash Flows.........................................   7

    Notes to Financial Statements....................................  10















                                       2

<PAGE>


                               STEWART H. BENJAMIN
                        CERTIFIED PUBLIC ACCOUNTANT, P.C.

                              27 SHELTER HILL ROAD
                               PLAINVIEW, NY 11803
                            TELEPHONE: (516) 933-9781
                            FACSIMILE: (516) 827-1203

To the Board of Directors and Shareholders

Southern Group International, Inc.
Hauppauge, New York

I have reviewed the accompanying balance sheets of Southern Group International,
Inc. (a  development  stage company) as of March 31, 2000 and December 31, 1999,
and the related statements of operations,  stockholders'  equity and cash flows,
for the three  months  ended  March 31,  2000 and 1999,  and for the period from
August 10, 1995 (inception), to March 31, 2000, in accordance with Statements on
Standards for Accounting and Review Services,  issued by the American  Institute
of Certified  Public  Accountants.  All information  included in these financial
statements  is  the   representation   of  the   management  of  Southern  Group
International, Inc.

A review  consists  principally  of  inquiries of Company  personnel  analytical
procedures  applied to financial data. It is substantially less in scope than an
audit in accordance with generally accepted auditing standards, the objective of
which is the expression of an opinion  regarding the financial  statements taken
as a whole. Accordingly, I do not express such an opinion.

Based on my reviews, I am not aware of any material modifications that should be
made  to the  accompanying  financial  statements  in  order  for  them to be in
conformity with generally accepted accounting principles.

Stewart H. Benjamin
Certified Public Accountant, P.C.


Plainview, New York
July 31, 2000

                                       3
<PAGE>

                       SOUTHERN GROUP INTERNATIONAL, INC.
                          (A Development Stage Company)

                                 Balance Sheets

                                     ASSETS

<TABLE>
<CAPTION>
                                                                              June 30,                     December 31,
                                                                                2000                           1999
                                                                             (Unaudited)                    (Audited)
                                                                         --------------------          ---------------------
<S>                                                                    <C>                           <C>
Current assets
    Cash                                                               $              21,242         $                1,976
    Securities available-for-sale  (Notes 1 & 2)                                          --                         29,531
                                                                         --------------------          ---------------------
                                                                       $              21,242         $               31,507
                                                                         ====================          =====================


                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities
    Loan payable (Note 3)                                              $                  --         $                2,831
    Loans payable, related parties (Note 4)                                               --                         15,039
                                                                         --------------------          ---------------------

Total liabilities                                                                         --                         17,870
                                                                         --------------------          ---------------------

Stockholders' equity  (Note 5)
    Preferred stock, $.0001 par value, 10,000,000 shares
        authorized and zero shares issued and outstanding                                 --                             --
    Common stock, $.0001 par value; authorized -
        80,000,000 shares; issued and outstanding -
        1,402,200 shares in 2000 and 1,245,800 in 1999                                   140                            125
    Additional paid-in capital                                                        78,564                         62,939
    Deficit accumulated during the development stage                                 (57,462)                       (72,083)
    Unrealized gain on marketable securities                                              --                         22,656
                                                                         --------------------          ---------------------

Total stockholders' equity                                                            21,242                         13,637
                                                                         --------------------          ---------------------

                                                                       $              21,242         $               31,507
                                                                         ====================          =====================

</TABLE>








             See accompanying notes and accountant's review report.

                                       4

<PAGE>
                       SOUTHERN GROUP INTERNATIONAL, INC.
                          (A Development Stage Company)

                            Statements of Operations

<TABLE>
<CAPTION>
                                                            Six Months                   Six Months               Aug. 10, 1995
                                                               Ended                       Ended                  (inception) to
                                                             June 30,                     June 30,                   June 30,
                                                               2000                         1999                       2000
                                                        --------------------        ---------------------      ---------------------
<S>                                                   <C>                         <C>                        <C>
Costs and expenses
    General and administrative:
        Bank charges                                  $                  42       $                   85     $                1,674
        Filing fees                                                     300                          250                        900
        Edgar filing service fees                                       305                          677                      1,045
        Legal fees                                                       --                       10,000                     10,500
        Accounting fees                                               1,250                        1,100                      3,350
        Transfer agent fees                                              --                           --                      2,360
        Miscellaneous                                                    --                           --                         64
                                                        --------------------        ---------------------      ---------------------

Total costs and expenses                                              1,897                       12,112                     19,893
                                                        --------------------        ---------------------      ---------------------

Other income (expenses)
    Gain on sale of marketable securities                            17,089                           --                     17,089
    Impairment of investment in related party                            --                           --                    (50,000)
    Interest income                                                      81                           --                         81
    Interest expense                                                   (652)                      (1,989)                    (4,739)
                                                        --------------------        ---------------------      ---------------------

Total other income (expenses)                                        16,518                       (1,989)                   (37,569)
                                                        --------------------        ---------------------      ---------------------

Net income (loss)                                     $              14,621       $              (14,101)    $              (57,462)
                                                        ====================        =====================      =====================

Income (loss) per common share                        $                 .01       $                 (.02)
                                                        ====================        =====================

Weighted average common shares outstanding                        1,247,519                      645,800
                                                        ====================        =====================
</TABLE>












             See accompanying notes and accountant's review report.

                                       5
<PAGE>
                       SOUTHERN GROUP INTERNATIONAL, INC.
                          (A Development Stage Company)

                  Statements of Changes in Stockholders' Equity
        Period from August 10, 1995 (Date of Inception), to June 30, 2000


<TABLE>
<CAPTION>
                                                                                                        Deficit        Unrealized
                                                                   Common stock       Additional      Accumulated       Gain on
                                                      ---------------------------      Paid-in           From          Marketable
                                                        Shares         Amount          Capital         Inception       Securities
                                                      -----------   -------------   --------------   --------------   ------------

<S>                                                      <C>       <C>              <C>              <C>              <C>
Balances, August 10, 1995                                     --   $           --   $           --   $          --    $        --

    Sale of common stock                                 642,800               64               --              --             --

    Net loss for the period                                                                                    (64)
                                                      -----------    -------------    -------------    ------------     ----------

Balances, December 31, 1995                              642,800               64               --             (64)            --

The Company was inactive
  during 1996                                                 --               --               --              --             --
                                                      -----------    -------------    -------------    ------------     ----------

Balances, December 31, 1996                              642,800               64               --             (64)            --

The Company was inactive
  during 1997                                                 --               --               --              --             --
                                                      -----------    -------------    -------------    ------------     ----------

Balances, December 31, 1997                              642,800               64               --             (64)            --

    Sale of common stock                                   3,000                1            2,999              --             --

    Net loss                                                                                                (3,589)
                                                      -----------    -------------    -------------    ------------     ----------

Balances, December 31, 1998                              645,800               65            2,999          (3,653)            --

    Prior period adjustment                                   --               --               --            (833)            --

    Sale of common stock                                 297,500               30           29,720              --             --

    Shareholders loans converted to stock                233,750               23           23,352              --             --

    Common stock issued for marketable
    securities, valued at $.10 per share                  68,750                7            6,868              --             --

    Change in unrealized gain on
    marketable securities                                     --               --               --              --         22,656

    Net loss                                                                                               (67,597)
                                                      -----------    -------------    -------------    ------------     ----------

Balances, December 31, 1999                            1,245,800              125           62,939         (72,083)        22,656

    Shareholders loans converted to stock                156,400               15           15,625              --             --

    Change in unrealized gain on
    marketable securities                                     --               --               --              --        (22,656)

    Net income                                                                                              14,621
                                                      -----------    -------------    -------------    ------------     ----------

Balances, June 30, 2000                                1,402,200   $          140   $       78,564   $     (57,462)   $        --
                                                      ===========    =============    =============    ============     ==========
</TABLE>



             See accompanying notes and accountant's review report.

                                       6

<PAGE>
                       SOUTHERN GROUP INTERNATIONAL, INC.
                          (A Development Stage Company)

                            Statements of Cash Flows

<TABLE>
<CAPTION>
                                                                          Six Months           Six Months         Aug. 10, 1995
                                                                            Ended                 Ended           (inception) to
                                                                           June 30,             June 30,             June 30,
                                                                             2000                 1999                 2000
                                                                        -------------        -------------         -------------
<S>                                                                     <C>                  <C>                   <C>
CASH FLOWS FROM OPERATING ACTIVITIES
    Net income (loss)                                                   $     14,621         $     (14,101)        $    (56,629)
    Adjustments to reconcile net income (loss) to net
         cash used in operating activities
         Realized gain on sale of available-for-sale securities              (17,089)                   --              (17,089)
         Impairment loss on related party receivable                              --                    --               50,000
         Changes in assets and liabilities
            Increase (decrease) in accrued expenses                               --                  (200)                  --
                                                                          -----------          ------------          -----------

   NET CASH USED IN OPERATING ACTIVITIES                                      (2,468)              (14,301)             (23,718)
                                                                          -----------          ------------          -----------

CASH FLOWS FROM INVESTING ACTIVITIES
    Proceeds from sale of available-for-sale securities                       23,965                    --               23,965
    Increase in loan receivable, related party                                    --                    --              (51,633)
    Decrease in loan receivable, related party                                    --                    --                  800
                                                                          -----------          ------------          -----------

   NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES                        23,965                    --              (26,868)
                                                                          -----------          ------------          -----------

CASH FLOWS FROM FINANCING ACTIVITIES
    Proceeds from short-term debt                                                600                38,672               99,682
    Repayment of short-term debt                                              (2,831)              (43,128)             (60,668)
    Proceeds from issuance of common stock                                        --                17,250               32,814
                                                                          -----------          ------------          -----------

   NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES                        (2,231)               12,794               71,828
                                                                          -----------          ------------          -----------

NET INCREASE (DECREASE) IN CASH                                               19,266                (1,507)              21,242

CASH - BEGINNING OF PERIOD                                                     1,976                 2,396                   --
                                                                          -----------          ------------          -----------

CASH - END OF PERIOD                                                    $     21,242         $         889         $     21,242
                                                                          ===========          ============          ===========


SUPPLEMENTAL DISCLOSURES:
    Cash paid during the period for interest                            $        652         $       1,989         $      3,774
                                                                          ===========          ============          ===========
    Cash paid during the period for income taxes                        $         --         $          --         $         --
                                                                          ===========          ============          ===========
    Change in unrealized gain on marketable securities                  $    (22,656)        $          --         $         --
                                                                          ===========          ============          ===========
    Common stock issued for marketable securities                       $         --         $          --         $      6,875
                                                                          ===========          ============          ===========
    Conversion of shareholders loans to capital stock                   $    (15,640)        $     (23,375)        $    (39,015)
                                                                          ===========          ============          ===========
</TABLE>









             See accompanying notes and accountant's review report.

                                       7

<PAGE>
                       SOUTHERN GROUP INTERNATIONAL, INC.
                          (A Development Stage Company)

                          Notes to Financial Statements

Note 1 - Summary of Significant Accounting Policies

Nature of Operations

The financial  statements  presented are those of Southern Group  International,
Inc., a development stage company (the "Company").  The Company was incorporated
under the laws of the  state of  Florida  on  August  10,  1995.  The  Company's
activities,  to date,  have been  primarily  directed  towards  the  raising  of
capital.

As shown in the  financial  statements,  as of June 30,  2000,  the  Company has
incurred an accumulated deficit of $57,462. The Company's continued existence is
dependent  on  its  ability  to  generate  sufficient  cash  flow  to  meet  its
obligations  on a timely basis.  Accordingly,  the  financial  statements do not
include any adjustments  that might be necessary should the Company be unable to
continue  in  existence.  The  Company  has been  exploring  sources  to  obtain
additional  equity  or debt  financing.  The  Company  has  also  indicated  its
intention to participate in one or more as yet unidentified  business  ventures,
which  management  will select after  reviewing the business  opportunities  for
their profit or growth potential.

The  Company  will  engage  a  consultant,  who  will be  compensated  based  on
performance,  to  effect a merger  once a  candidate  has been  identified.  The
Company has  elected not to  recognize  compensation  expense for its  executive
officers, as they devote an insignificant amount of time to the Company.

Use of Estimates in the Preparation of Financial Statements

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect the  reporting  amounts  of assets  and  liabilities  and  disclosure  of
contingent  assets and  liabilities at the date of the financial  statements and
the reported amounts of revenues and expenses during the period.  Actual results
could differ from those estimates.

Securities Available-For-Sale

Securities  available-for-sale  consist  of  marketable  equity  securities  not
classified as trading securities.  Securities  available-for-sale  are stated at
fair value,  and unrealized  holding gains and losses are reported as a separate
component of stockholders' equity.

Dividends  on  marketable  equity  securities  are  recognized  in  income  when
declared.  Realized  gains and losses are  determined on the basis of the actual
cost of the securities sold.

                                       -6-
<PAGE>

                       SOUTHERN GROUP INTERNATIONAL, INC.

                          (A Development Stage Company)

                          Notes to Financial Statements

Income (Loss) Per Common Share

Income  (loss) per common share is computed by dividing the net income (loss) by
the weighted average shares outstanding during the period.

Note 2 - Securities Available-For-Sale

Securities  available-for-sale at December 31, 1999 consisted of 8,750 shares of
Yournet Inc.,  which is traded on the OTC Bulletin Board.  During the six months
ended June 30, 2000, the Company sold  securities  available-for-sale  for total
proceeds of $23,965 resulting in gross realized gains of $17,089.

Note 3 - Loan Payable

The Company has a bank  line-of-credit  which provides borrowings up to $75,000.
The line-of-credit is guaranteed by a stockholder of the Company,  and principal
and interest on advances are payable monthly at the bank prime rate plus 1%. The
line-of-credit  is due to expire in October  2001.  The Company has fully repaid
the bank  line-of-credit  on February 25, 2000.  Interest expense related to the
bank line-of-credit was $51 during the six months ended June 30, 2000.

Note 4 - Loans Payable - Stockholders

Loans of $37,450 were received from certain  stockholders  during the year ended
December  31,  1999,  proceeds of which were used to repay a portion of the bank
line-of-credit. Stockholders' loans totaling $23,375 were converted to equity as
a result of a  resolution  adopted  by the board of  directors  on May 5,  1999,
whereby  600,000 shares of restricted  common stock were issued for an aggregate
consideration  of $60,000.  The loans  provide for  interest at a rate of 8% and
were due on January 31, 2000. Pursuant to a resolution by the board of directors
on June 29, 2000, the loans and accrued interest totaling $15,640 were converted
to equity. The stockholders  received 156,400 shares of common stock,  valued at
$.10 per share.  Interest  expense related to the  stockholders'  loans was $600
during the six months ended June 30, 2000.

                                       9
<PAGE>

                       SOUTHERN GROUP INTERNATIONAL, INC.

                          (A Development Stage Company)

                          Notes to Financial Statements

Note 5 - Common Stock Transactions

Pursuant to a resolution  adopted by the Board of Directors on May 5, 1999,  the
Company issued 600,000 shares of restricted  common stock at a price of $.10 per
share, for an aggregate  consideration of $60,000,  which includes conversion of
stockholders'  loans of $23,375,  cash  contributions  of $29,750 and marketable
securities valued at $6,875. The price of $.10 per share, which exceeds the book
value per share, was determined as the fair value by management, as there was no
public market for the stock on the date of issuance.

Pursuant to a resolution adopted by the Board of Directors on June 29, 2000, the
Company  converted  stockholders'  loans  totaling  $15,640 to 156,400 shares of
common  stock,  valued at $.10 per  share.  The price of $.10 per  share,  which
exceeds  the  book  value  per  share,  was  determined  as the  fair  value  by
management, as there was no public market for the stock on the date of issuance.

                                       10
<PAGE>
                       Southern Group International, Inc.

Management's Discussion and Analysis or Plan of Operations

Results of Operations

         During the period  from August 10, 1995  (inception)  through  June 30,
2000,  the  Company  has  engaged  in  no  significant   operations  other  than
organizational  activities and acquisition of capital.  During this period,  the
Company received no revenues.

         For the current fiscal year, the Company  anticipates  incurring a loss
as a result  of  expenses  associated  with  registration  and  compliance  with
reporting  obligations  under the Securities  Exchange Act of 1934, and expenses
associated  with locating and  evaluating  acquisition  candidates.  The Company
anticipates  that until a business  combination is completed with an acquisition
candidate, it will not generate revenues.

Liquidity and Capital Resources

         The Company remains in the development stage and, since inception,  has
experienced  no  significant   change  in  liquidity  or  capital  resources  or
stockholders'  equity other than the receipt of proceeds  from the sale of stock
in the amount of $32,814 and conversion of  stockholders'  loans to common stock
in the amount of $39,015.  Substantially all of such funds have been used to pay
expenses incurred by the Company.

         The Company intends to enter into a business  combination.  In order to
do so, it will require  additional  capital to pay ongoing  expenses,  including
particularly  legal and accounting fees incurred in conjunction with preparation
and filing of this registration statement on Form 10-SB, and in conjunction with
future compliance with its on-going reporting obligations.


                                       11
<PAGE>


Item 2.  Management's Discussion and Analysis or Plan of Operation

         The Company is  considered  a  development  stage  company with limited
assets or capital,  and with  limited  operations  or income  since 1995.  It is
anticipated  that the Company will require only nominal  capital to maintain the
corporate  viability  of the Company and any  additional  needed funds will most
likely be provided by the Company's  existing  shareholders  or its officers and
directors in the immediate future. Current shareholders have not agreed upon the
terms and conditions of future financing and such undertaking will be subject to
future negotiations.  Repayment of any such funding will also be subject to such
negotiations.  However,  unless the Company is able to facilitate an acquisition
of or merger with an operating business or is able to obtain significant outside
financing,  there is substantial  doubt about its ability to continue as a going
concern.

In the  opinion of  management,  inflation  has not and will not have a material
effect  on  the  operations  of the  Company  until  such  time  as the  Company
successfully  completes an acquisition or merger. At that time,  management will
evaluate the  possible  effects of inflation on the Company as it relates to its
business and operations following a successful acquisition or merger.

         Management plans may but do not currently provide for experts to secure
a successful  acquisition  or merger partner so that it will be able to continue
as a going  concern.  In the  event  such  efforts  are  unsuccessful,  existing
shareholders  have  expressed an interest in additional  funding if necessary to
continue  the Company as a going  concern,  and to provide  funding for required
future filings under the Securities Exchange Act of 1934.

Plan of Operation

         During the next twelve  months,  the Company will actively seek out and
investigate possible business  opportunities with the intent to acquire or merge
with one or more business  ventures.  In its search for business  opportunities,
management  will follow the  procedures  outlined in Item 1, above.  Because the
Company has limited funds, it may be necessary for the officers and directors to
either  advance funds to the Company or to accrue  expenses until such time as a
successful  business  consolidation  can be made. The Company will not make it a
condition  that the target company must repay funds advanced by its officers and
directors.  Management  intends  to hold  expenses  to a  minimum  and to obtain
services on a contingency basis when possible.  Further, the Company's directors
will defer any  compensation  until such time as an acquisition or merger can be
accomplished. However, if the Company engages outside advisors or consultants in
its search for business  opportunities,  it may be necessary  for the Company to
attempt to raise  additional  funds. As of the date hereof,  the Company has not
made any  arrangements  or  definitive  agreements  to use  outside  advisors or
consultants or to raise any capital. In the event the Company does need to raise
capital,  most  likely the only  method  available  to the  Company  would be to


                                       12


<PAGE>



private  sale of its  securities.  Because  of the  nature of the  Company  as a
development  stage  company,  it is unlikely that it could make a public sale of
securities or be able to borrow any  significant sum from either a commercial or
private  lender.  There can be no  assurance  that the  Company  will be able to
obtain  additional  funding  when  and if  needed,  or  that  such  funding,  if
available, can be obtained on terms acceptable to the Company.

         The Company  does not intend to use any  employees,  with the  possible
exception of  part-time  clerical  assistance  on an  as-needed  basis.  Outside
advisors or  consultants  will be used only if they can be obtained  for minimal
cost or on a deferred  payment  basis.  Management is convinced  that it will be
able to  operate  in  this  manner  and to  continue  its  search  for  business
opportunities during the next twelve months.

Year 2000 Compliance

         The Year 2000 Issue is the result of potential  problems  with computer
systems or any equipment  with computer  chips that use dates where the date has
been stored as just two digits (e.g. 98 for 1998). On January 1, 2000, any clock
or date recording  mechanism  including date sensitive  software which uses only
two digits to represent the year,  may have  recognized the date using 00 as the
year 1900 rather than the year 2000.  This may have resulted in a system failure
or  miscalculations  causing  disruption of  operations,  including  among other
things, a temporary inability to process transactions,  send invoices, or engage
in similar activities.

         The Company has confirmed that its systems are year 2000 Compliant.  It
has experience no Y2K problems to date.

         The Company  believes  that it has disclose  all  required  information
relative to Year 2000 issues relating to its business and  operations.  However,
there can be no  assurance  that the  systems  of other  companies  on which the
Company's systems rely also will be timely converted or that any such failure to
convert by another  company  would not have an adverse  affect on the  Company's
systems.

Forward-Looking Statements

         This Form  10-QSB  includes  "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.  All statements,  other
than  statements of historical  facts,  included or incorporated by reference in
this Form 10-QSB which  address  activities,  events or  developments  which the
Company expects or anticipates,  will or may occur in the future, including such
things as future capital expenditures (including the amount and nature thereof),
finding suitable merger or acquisition  candidates,  expansion and growth of the
Company's  business and operations,  and other such matters are  forward-looking
statements.  These statements are based on certain assumptions and analysis made
by the  Company in light of its  experience  and its  perception  of  historical
trends,  current  conditions and expected  future  developments as well as other


                                       13


<PAGE>



factors it believes  are  appropriate  in the  circumstances.  However,  whether
actual results or developments will conform with the Company's  expectations and
predictions is subject to a number of risks and uncertainties,  general economic
market and business  conditions;  the business  opportunities  (or lack thereof)
that  may be  presented  to and  pursued  by the  Company;  changes  in  laws or
regulation;  and other  factors,  most of which are  beyond  the  control of the
Company.  Consequently,  all of the forward-looking statements made in this Form
10-QSB  are  qualified  by these  cautionary  statements,  and  there  can be no
assurance  that the actual  results or  developments  anticipated by the Company
will be realized  or, even if  substantially  realized,  that they will have the
expected consequence to or effects on the Company or its business or operations.
The  Company   assumes  no  obligations  to  update  any  such   forward-looking
statements.

                                     PART II

Item 6.  Exhibits and reports on Form 8-K

         (a)  The  exhibits  required  to be filed  herewith  by Item 601 of
              regulation  S-B,  as  described  in  the  following  index  of
              exhibits, are incorporated herein by reference, as follows:

Exhibit No.   Description

3(i).1        Articles of Incorporation of Southern Group International, Inc.(1)

3(ii).1       By-Laws of Southern Group International, Inc. (1)

27.1          Financial data Schedule *


(1) Incorporated by reference from the Form 10-SB filed by the Company on
    June 25, 1999.
 *  Filed herewith
-----------

         (b) No Reports on Form 8-K were filed during the quarter ended
             June 30, 2000


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<PAGE>


                                   SIGNATURES

         Pursuant to the  requirements  of Section 13 or 15(d) 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.

Dated August 10, 2000

                                          SOUTHERN GROUP INTERNATIONAL, INC.


                                          By:/s/ Konrad C. Kim
                                             -----------------
                                             Konrad C. Kim, President










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