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, 2001

             [ ] 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

                      69 Mall Drive, Comack, New York 11725
    -------------------------------------------------------------------------
   (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               No    X
                              ------            ------

As of June 30, 2001, the issuer had 2,092,200 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)

                                 JUNE 30, 2001


                                     INDEX


                                                                     Page No.
                                                                     --------


INDEPENDENT ACCOUNTANTS' REVIEW REPORT                                  3

BALANCE SHEETS
        June 30, 2001 and December 31, 2000                             4

STATEMENTS OF OPERATIONS
        For the Three and Six Months Ended June 30, 2001
          and 2000 and for the Period August 10, 1995
          (Date of Inception) to June 30, 2001                          5

STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIENCY
  AND COMPREHENSIVE LOSS
        For the Period August 10, 1995 (Date of Inception)
          to June 30, 2001                                              6

STATEMENTS OF CASH FLOWS
        For the Three and Six Months Ended June 30, 2001
          and 2000 and for the Period August 10, 1995
          (Date of Inception) to June 30, 2001                          7

NOTES TO FINANCIAL STATEMENTS                                           8


                                       2

<PAGE>


                        LIVINGSTON, WACHTELL & CO., LLP
                          CERTIFIED PBULIC ACCOUNTANTS
                          1140 AVENUE OF THE AMERICAS
                            NEW YORK, NY 10036-5803



                     INDEPENDENT ACCOUNTANTS' REVIEW REPORT
                     --------------------------------------

Bord of Directors and Stockholders
Southern Group International, Inc.
(A Development Stage Company)
Commack, New York

We have reviewed the accompanying balance sheet of SOUTHERN GROUP INTERNATIONAL,
INC. (A Development Stage Company) as of June 30, 2001 and the related
statements of operations, changes in stockholders' deficiency and cash flows for
the three and six months ended June 30, 2001 and 2000 and from August 10, 1995
(Date of Inception) to June 30, 2001. All information included in these
financial statements is the representation and responsibility of the management
of SOUTHERN GROUP INTERNATIONAL, INC. (A Development Stage Company). We did not
review the financial statements of SOUTHERN GROUP INTERNATIONAL, INC. for the
period august 10, 1995 (date of inception) to September 30, 2000. The financial
statement amounts of the statements of operations, cash flows and changes in
stockholders' deficiency for such prior periods are encompassed in the
cumulative financial statements for the period August 10, 1995 (date of
inception) to June 30, 2001. The financial statements for all periods prior to
October 1, 2000 were reviewed by other auditors, and our opinion, insofar as it
relates to amounts for the period from inception to June 30, 2001, included in
the cumulative totals for the statements of operations, cash flows and changes
in stockholders' deficiency, is based solely on the reports of the other
auditors.

We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review consists principally of
inquiries of company personnel and analytical procedures applied to financial
data. It is substantially less in scope than an examination in accordance with
generally accepted reviewing standards, the objective of which is the expression
of an opinion regarding the financial statements taken as a whole. Accordingly,
we do not express such an opinion.

Based on our review, we are 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.

The balance sheet as of December 3, 2000, has been included for comparative
purposes only. The financial statements for the year ended December 31, 2000
were audited by us and we expressed an unqualified opinion on them in our report
dated May 25, 2001, but we have not performed any auditing procedures since that
date.

                                        /s/  Livingston, Wachtell & Co., LLP

New York, New York
August 9, 2001


                                       3

<PAGE>

<TABLE>
<CAPTION>



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

                                        BALANCE SHEETS

                              JUNE 30, 2001 AND DECEMBER 31, 2000





                                            ASSETS
                                            ------

                                                                 JUNE 30,              DECEMBER 31,
                                                                  2 0 0 1                 2 0 0 0
                                                                  -------                 -------
CURRENT ASSETS

      <S>                                                        <C>                     <C>
      Cash                                                       $   1,395               $  10,011
                                                                 ---------               ---------

              TOTAL ASSETS                                       $   1,395               $  10,011
                                                                 ---------               =========



                           LIABILITIES AND STOCKHOLDERS' DEFICIENCY
                           ----------------------------------------

CURRENT LIABILITIES:

      Accrued Expenses                                           $  10,434               $  84,694
                                                                 ---------               ---------

              TOTAL LIABILITIES                                     10,434                  84,694
                                                                 ---------               ---------

STOCKHOLDERS' DEFICIENCY

      Preferred stock - $.0001 par value,
          10,000,000 Shares Authorized,
          -0- Shares Issued and Outstanding
      Common Stock - $ .0001 Par Value,                               --                      --
          80,000,000 Shares Authorized,
          2,092,200 and 1,402,200 Shares Issued and
          Outstanding in June 30, 2001 and December 31,
               2000, respectively                                      210                     141
      Additional Paid-in Capital                                   147,494                  78,563
      Deficit Accumulated During the Development Stage            (156,743)               (153,387)
                                                                 ---------               ---------

              TOTAL STOCKHOLDERS' DEFICIENCY                        (9,039)                (74,683)
                                                                 ---------               ---------

              TOTAL LIABILITIES AND STOCKHOLDERS'
                 DEFICIENCY                                      $   1,395               $  10,011
                                                                 =========               =========


                                                  4
<PAGE>



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

                                                  STATEMENTS OF OPERATIONS

                                        FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2001
                                           AND 2000 AND FOR THE PERIOD AUGUST 10, 1995
                                               (DATE OF INCEPTION) TO JUNE 30, 2001


                                                                                                                AUGUST 10,
                                                                                                                  1995
                                          THREE           THREE                SIX             SIX              (DATE OF
                                          MONTHS          MONTHS             MONTHS           MONTHS            INCEPTION)
                                          ENDED           ENDED               ENDED           ENDED                 TO
                                         JUNE 30,        JUNE 30,           JUNE 30,         JUNE 30,            JUNE 30,
                                           2001            2000               2001             2000                2001
                                           ----            ----               ----             ----                ----

INCOME                                $      --         $      --         $      --         $      --         $      --

COST AND EXPENSES
   General and Administrative
     Expenses:
     Consulting Fees                         --                --                --                --              74,000
     Bank Charges                              26              --                  31                42             1,724
     Filing Fees                             --                --                --                 300               900
     Edgar Filing Service Fees               --                --                --                 305             3,618
     Legal Fees                              --                --                 240              --              20,556
     Accounting Fees                        2,000              --               3,000              --              14,850
     Transfer Agent Fees                     --                --                --                --               3,460
     Miscellaneous                             85              --                  85             1,250               149
                                      -----------       -----------       -----------       -----------       -----------

Total Cost and Expenses                     2,111              --               3,356             1,897           119,257
                                      -----------       -----------       -----------       -----------       -----------

Operating Loss                             (2,111)             --              (3,356)           (1,897)         (119,257)

Other Income (Expenses)
     Impairment Loss on
         Related Party
         Receivable                          --                --                --                --             (50,833)
     Interest Income                         --                  30              --                  81               164
     Interest Expense                        --                (301)             --                (652)           (3,906)
     Gain on Sale of
         Marketable Security                 --               6,288              --              17,089            17,089
                                      -----------       -----------       -----------       -----------       -----------


Total Other Income
     (Expenses)                              --               6,017              --              16,518           (37,486)
                                      -----------       -----------       -----------       -----------       -----------

NET (LOSS) INCOME                     $    (2,111)      $     6,017       $    (3,356)      $    14,621       $  (156,743)
                                      ===========       ===========       ===========       ===========       ===========

INCOME (LOSS) PER
     COMMON SHARE                     $   (0.0010)      $    0.0048       $   (0.0018)      $     .0117       $    (.1496)
                                      ===========       ===========       ===========       ===========       ===========

WEIGHTED AVERAGE
     COMMON SHARES
     OUTSTANDING                        2,092,200         1,247,519         1,863,471         1,247,519         1,047,549
                                      ===========       ===========       ===========       ===========       ===========



                                                            5
<PAGE>



                                             SOUTHERN GROUP INTERNATIONAL, INC.
                                                (A DEVELOPMENT STAGE COMPANY)
                                     STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIENCY
                                                  AND COMPREHENSIVE LOSS

                                                FOR THE PERIOD AUGUST 10, 1995
                                             (DATE OF INCEPTION) TO JUNE 30, 2001

                                                                                          Deficit
                                                    Common Stock                        Accumulated   Accumulated
                                                  $.0001 Par Value        Additional     During the       Other
                                                  ----------------          Paid-In     Development   Comprehensive    Comprehensive
                                                Shares        Amount        Capital       Stage          Income            Loss
                                                ------        ------        -------    -----------    -------------    -------------

Balances, August 10, 1995                          --      $      --     $      --     $      --      $      --

   Issuance 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 Adjustments                        --             --            --            (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          --             --

     Net Loss                                      --             --            --         (67,597)          --      $   (67,597)

     Unrealized Gain on Marketable
        Securities                                 --             --            --            --           22,656         22,656
                                            -----------    -----------   -----------   -----------    -----------    -----------
Comprehensive Loss                                                                                                   $   (44,941)
                                                                                                                     ===========
Balances - December 31, 1999                  1,245,800            125        62,939       (72,083)        22,656
Shareholders' Loan Converted to Stock,
   Valued at $.10 Per Share                     156,400             16        15,624          --             --

     Net Loss                                      --             --            --         (81,304)   $   (81,304)
     Change in Unrealized Gain on
        Marketable Securities                      --             --            --            --          (22,656)       (22,656)
                                            -----------    -----------   -----------   -----------    -----------    -----------
Comprehensive Loss                                                                                                   $  (103,960)
                                                                                                                     ===========
Balances - December 31, 2000                  1,402,200            141        78,563      (153,387)          --

Common Stock Issued for Consulting
   Services, Valued at $.10 Per Share           690,000             69        68,931          --             --

     Net Loss                                      --             --            --          (3,356)          --
                                            -----------    -----------   -----------    -----------    -----------

Balances - June 30, 2001                      2,092,200    $       210   $   147,494   $  (156,743)   $      --
                                            ===========    ===========   ===========    ===========    ===========

                                                                      6
<PAGE>


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

                                                     STATEMENTS OF CASH FLOWS

                                        FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2001 AND
                                              2000 AND FOR THE PERIOD AUGUST 10, 1995
                                                (DATE OF INCEPTION) TO JUNE 30, 2001

                                                                                                                  AUGUST 10,
                                                                                                                    1995
                                                         THREE           THREE          SIX          SIX          (DATE OF
                                                         MONTHS         MONTHS         MONTHS       MONTHS        INCEPTION)
                                                         ENDED           ENDED         ENDED         ENDED            TO
                                                        JUNE 30,       JUNE 30,       JUNE 30,      JUNE 30,       JUNE 30,
                                                          2001           2000           2001          2000           2001
                                                          ----           ----           ----          ----           ----
CASH FLOWS FROM OPERATING ACTIVITIES
   Net Profit (Loss)                                   $  (2,111)     $   6,017      $  (3,356)     $  14,621      $(156,743)
   Adjustments to Reconcile Net Income (Loss)
      to Net Cash Used in Operating Activities:
   Realized Gain on Sale of Available-for
      Sale of Securities                                    --           (6,288)          --          (17,089)       (17,089)
   Impairment Loss on Related Party Receivable              --             --             --             --           50,000
   Changes in Assets and Liabilities:
      Increase (Decrease) in Accrued Expenses             (3,000)          --          (74,260)          --           79,434
                                                       ---------      ---------      ---------      ---------      ---------

NET CASH USED IN OPERATING ACTIVITIES                     (5,111)          (271)       (77,616)        (2,468)       (44,398)

CASH FLOWS FROM INVESTING ACTIVITIES
   Proceeds from Sale of Available-for-Sale
      Securities                                            --            9,236           --           23,965         23,965
   Increase in Loan Receivable, Related Party               --             --             --             --          (50,800)
   Decrease in Loan Receivable, Related Party               --             --             --             --              800
                                                       ---------      ---------      ---------      ---------      ---------

   NET CASH PROVIDED BY (USED IN)
       INVESTING ACTIVITIES                                 --            9,236           --           23,965        (26,035)
                                                       ---------      ---------      ---------      ---------      ---------

CASH FLOWS FROM FINANCING ACTIVITIES
   Proceeds from Short-term Debt                            --              300           --              600         99,682
   Repayment of Short-term Debt                             --             --             --           (2,831)       (60,668)
   Proceeds from Issuance of Common Stock                   --             --           69,000           --           32,814
                                                       ---------      ---------      ---------      ---------      ---------

   NET CASH PROVIDED BY (USED IN)
      FINANCING ACTIVITIES                                  --              300         69,000         (2,231)        71,828
                                                       ---------      ---------      ---------      ---------      ---------

NET INCREASE (DECREASE) IN CASH                           (5,111)         9,265         (8,616)        19,266          1,395

CASH - Beginning of Period                                 6,506         11,977         10,011          1,976           --
                                                       ---------      ---------      ---------      ---------      ---------

CASH - End of Period                                   $   1,395      $  21,242      $   1,395      $  21,242      $   1,395
                                                       =========      =========      =========      =========      =========

SUPPLEMENTAL DISCLOSURE OF
 CASH FLOW INFORMATION:
   Cash Paid During the Period for Interest            $    --        $    --        $    --        $     652      $   3,774
                                                       =========      =========      =========      =========      =========
   Cash Paid During the Period for Income Taxes        $    --        $    --        $    --        $    --        $    --
                                                       =========      =========      =========      =========      =========
   Supplemental Schedule of Noncash Investing
      and Financing Activities
      Unrealized Gain on Marketable Securities         $    --        $    --        $    --        $ (22,656)     $    --
                                                       =========      =========      =========      =========      =========
      Common Stock Issued for Marketable
         Securities                                    $    --        $    --        $    --        $    --        $   6,875
                                                       =========      =========      =========      =========      =========
      Conversion of Shareholders' Loans to
         Capital Stock                                 $    --        $    --        $    --        $ (15,640)     $  39,015
                                                       =========      =========      =========      =========      =========

                                                              7
</TABLE>

<PAGE>


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

                          NOTES TO FINANCIAL STATEMENTS

                                  JUNE 30, 2001



The  accompanying unreviewed financial statements have been prepared in
     accordance with generally accepted accounting principles for interim
     financial information and with the instructions to Form 10-Q. Accordingly,
     they do not include all of the information and footnotes required by
     generally accepted accounting principles for complete financial statements.
     In the opinion of management, all adjustments (consisting of normal
     recurring accruals) considered necessary for a fair presentation have been
     included. Operating results for the three month period ended June 30, 2001
     are not necessarily indicative of the results that may be expected for the
     year ending December 31, 2001. For further information, refer to the
     financial statements and footnotes thereto included in the Company's Annual
     Report on Form 10-KSB for the year ended December 31, 2000.


1.   THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     On August 10, 1995, Southern Group International, Inc. (the "Company"),
       formerly Future Vision Products, Inc. and Hydrogen Technology, Inc., were
       incorporated under the laws of the State of Florida. The Company is
       seeking entities to acquire or merge with, in order to complete its
       business plan.


     LIQUIDITY AND CAPITAL RESOURCES

     The Company remains in the development stage and for the three months ended
       June 30, 2001, has experienced no significant change in liquidity,
       capital resources or stockholders' equity other than the receipt of
       proceeds for its operating expenses. Substantially all of such funds have
       been used to pay expenses incurred by the Company.

     The Company intends to seek to carry out its plan of business of seeking to
       complete a merger or business acquisition transaction. In order to do so,
       it will require additional capital to pay ongoing expenses.


     RESULTS OF OPERATIONS

     During the three months ended June 30, 2001, the Company has engaged in no
       significant operations other than the acquisition of capital for general
       and administrative expenses and registration of its securities under the
       Securities Exchange Act of 1934. During this period, the Company received
       no operating revenues. General and administrative expense consists
       primarily of professional fees.


     NEED FOR ADDITIONAL FINANCING

     The Company's existing capital will not be sufficient to meet the Company's
       cash needs, including complying with its continuing reporting obligation
       under the Securities Exchange Act of 1934. Accordingly, additional
       capital will be required.



                                       8
<PAGE>


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

                          NOTES TO FINANCIAL STATEMENTS

                                  JUNE 30, 2001



1.   THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)


     STATEMENT OF CASH FLOWS

     The Company considers all highly liquid debt instruments purchased with
     maturity of three months or less to be cash equivalents. During the
         three and six months ended June 30, 2001, the Company paid no interest
         or taxes.


     START-UP COSTS

     The Company adopted the provisions of the American Institute of Certified
       Public Accountants' Statement of Position 98-5, "Reporting on the Costs
       of Start-Up Activities". SOP provides guidance on the financial reporting
       of start-up and organization costs and requires such costs to be expensed
       as incurred.

     The start-up costs consist principally of professional and consulting fees.


     NET INCOME (LOSS) PER COMMON SHARE

     The net income (loss) per common share is computed by dividing the net
       income (loss) for the period by the weighted average number of shares
       outstanding at June 30, 2001.


     USE OF ESTIMATES

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


     SIGNIFICANT ESTIMATES

     Several areas require significant management estimates relating to
       uncertainties for which it is reasonably possible that there will be a
       material change in the near term. The significant area requiring the use
       of management estimates related to accrued expenses and the fair value
       price per share.


                                       9
<PAGE>

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

                          NOTES TO FINANCIAL STATEMENTS

                                  JUNE 30, 2001




1.   THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)


     INCOME TAXES

     The Company is currently in a development stage and has not yet commenced
       an active trade or business. The Company did not provide any current or
       deferred federal or state income tax provision or benefit for any of the
       periods presented because to date, as it has experienced operating
       losses. The Company has a federal net operating loss carryforward of
       approximately $157,000 expiring in the years 2010 through 2020. The tax
       benefit of this net operating loss, based on an effective tax rate of
       40%, is approximately $63,000 and has been offset by a full allowance for
       business combination under IRC Section 381. For the three months ended
       June 30, 2001, based on an effective tax rate of 40%, the valuation
       allowance increased by $844.


2.   SECURITIES AVAILABLE FOR SALE

     Securities available for sale consist of marketable equity securities not
       classified as either held-to-maturity or 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
       as accumulated other comprehensive income in 1999. At December 31, 2000,
       the balance in accumulated other comprehensive income was $-0-.

     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.

     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 year ended December 31, 2000, the Company sold all the securities
       available for sale for total proceeds of $23,965 resulting in gross
       realized gains of $17,089.


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 is payable monthly at the
       bank prime rate plus 1%. The line of credit is due to expire in October
       2001. The Company had fully repaid the bank line of credit on February
       25, 2000. Interest expense related to the bank line of credit was $51
       during the year ended December 31, 2000.



                                       10

<PAGE>


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

                          NOTES TO FINANCIAL STATEMENTS

                                  JUNE 30, 2001



4.   LOANS PAYABLE - STOCKHOLDERS

     Due to cash flow problems loans were received from certain stockholders to
       repay the bank's line of credit and provide working capital.
       Stockholders' loans totaling $23,375 and $15,640 were converted to equity
       as a result of resolutions adopted by the Board of Directors on May 5,
       1999 and June 29, 2000, respectively. The stockholders agreed to accept a
       total of 390,150 shares of the Company's $.0001 par value restricted
       common stock in full settlement of the Company's obligation of $39,015.
       The fair market value of the shares issued were determined by management
       to be $.10 per share and accordingly, no gain or loss on these
       stockholders' debt to equity conversions has been recorded in the
       statements of operations for the years ended December 31, 2000 and 1999.
       There was no public market for the Company's stock on these dates of
       stock issuance.


5.   COMMON STOCK TRANSACTIONS - RELATED PARTIES

     Pursuant to a resolution adopted by the Board of Directors on March 1, 2001
       for related party services performed in 2000, the Company issued 690,000
       shares of restricted common stock to certain shareholders at a price of
       $.10 per share, for an aggregate consideration of $69,000 which includes
       $64,000 of consulting fees and $5,000 of directors fees. The price of
       $.10 per share, which exceeds the book value per share, was determined as
       the fair value by management at March 1, 2001, as there was no public
       market for the stock.


6.   RELATED PARTY TRANSACTIONS

     During the fourth fiscal quarter of 1999, the Company determined that the
       carrying value of a loan receivable from F-PAC International, Inc.
       ("F-PAC"), a related party, of $50,000 and $833 out of accrued interest
       receivable totaling $7,100 was impaired in accordance with SFAS 118 and
       was written down to its fair value. Fair value, which was determined by
       reference to the present value of the estimated future cash in flows of
       such receivables, was less than their carrying value by $50,833. An
       impairment loss of that amount (included in other expenses) was charged
       to operations in 1999.

     On June 29, 2000, the Company received 571,000 shares of restricted common
       stock of F-PAC International, Inc. ("F-PAC"), a related party, as full
       settlement of the loan receivable from F-PAC. The fair market value per
       share at the date of settlement, $.10 per share, was determined by
       F-PAC's management at the date of conversion.

     This investment is being held principally for the purpose of selling it in
       the near term and is being classified accordingly as a trading security.
       Trading securities are recorded at fair value on the balance sheet in
       current assets, with the change in fair value during the period included
       in earnings.

     As of June 30, 2001 and December 31, 2000, the fair market value per share
       could not be reliably measured, because the stock is not actively traded
       and therefore, the F-PAC stock was reported on the Company's balance
       sheet at $- 0 -. The carrying value of the loan receivable from F-PAC, at
       December 31, 2000 was also $-0-.


                                       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

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<PAGE>



capital, most likely the only method available to the Company would be to
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

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<PAGE>


trends, current conditions and expected future developments as well as other
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)


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

-----------

          (b)  On April 5, 2001, the Company filed a Form 8-K and on April 20,
               2001 the Company filed an amended Form 8-KA disclosing
               termination of its relationship with its independent certified
               accountant, Stuart H. Benjamin, P.C., and announding appointment
               of its new certified public accountants.



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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 17, 2001

                                      SOUTHERN GROUP INTERNATIONAL, INC.


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



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