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 March 31, 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 of                         (IRS Employer ID Number)
 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 March 31, 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)

                                 MARCH 31, 2001


                                     INDEX


                                                                     Page No.
                                                                     --------


INDEPENDENT ACCOUNTANTS' REVIEW REPORT                                  3

BALANCE SHEETS
        March 31, 2001 and December 31, 2000                            4

STATEMENTS OF OPERATIONS
        For the Three Months Ended March 31, 2001
          and 2000 and for the Period August 10, 1995
          (Date of Inception) to March 31, 2001                         5

STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIENCY
  AND COMPREHENSIVE LOSS
        For the Period August 10, 1995 (Date of Inception)
          to March 31, 2001                                             6

STATEMENTS OF CASH FLOWS
        For the Three Months Ended March 31, 2001
          and 2000 and for the Period August 10, 1995
          (Date of Inception) to March 31, 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 March 31, 2001 and the related
statements of operations, changes in stockholders' deficiency and cash flows for
the three months ended March 31, 2001 and 2000 and from August 10, 1995
(Date of Inception) to March 31, 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 March 31, 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 March 31, 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
June 18, 2001


                                       3

<PAGE>


<TABLE>
<CAPTION>


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

                                      BALANCE SHEETS

                           MARCH 31, 2001 AND DECEMBER 31, 2000





                                          ASSETS
                                          ------

                                                               MARCH 31,      DECEMBER 31,
                                                                2 0 0 1         2 0 0 0
                                                               ---------       ---------
CURRENT ASSETS
     <S>                                                       <C>             <C>
      Cash                                                     $   6,506       $  10,011
                                                               ---------       ---------
              TOTAL ASSETS                                     $   6,506       $  10,011
                                                               ---------       =========


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

CURRENT LIABILITIES:

      Accrued Expenses                                         $  13,434       $  84,694
                                                               ---------       ---------
              TOTAL LIABILITIES                                   13,434          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 March 31, 2001 and December 31,
               2000, respectively                                    210             141
      Additional Paid-in Capital                                 147,494          78,563
      Deficit Accumulated During the Development Stage          (154,632)       (153,387)
                                                               ---------       ---------
              TOTAL STOCKHOLDERS' DEFICIENCY                      (6,928)        (74,683)
                                                               ---------       ---------
              TOTAL LIABILITIES AND STOCKHOLDERS'
                 DEFICIENCY                                    $   6,506       $  10,011
                                                               =========       =========


                                            4
</TABLE>

<PAGE>
<TABLE>
<CAPTION>


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

                                      STATEMENTS OF OPERATIONS

                            FOR THE THREE MONTHS ENDED MARCH 31, 2001 AND
                               2000 AND FOR THE PERIOD AUGUST 10, 1995
                                (DATE OF INCEPTION) TO MARCH 31, 2001




                                              THREE               THREE           AUGUST 10, 1995
                                              MONTHS              MONTHS        (DATE OF INCEPTION)
                                              ENDED               ENDED                 TO
                                             MARCH 31,           MARCH 31,           MARCH 31,
                                               2001                2000                2001
                                               ----                ----                ----
<S>                                        <C>                 <C>                 <C>
INCOME                                     $      --           $      --           $      --

COST AND EXPENSES
   General and Administrative Expenses:
     Consulting Fees                              --                  --                74,000
     Bank Charges                                    5                  43               1,698
     Filing Fees                                  --                   300                 900
     Edgar Filing Service Fees                    --                   305               3,618
     Legal Fees                                    240                --                20,556
     Accounting Fees                             1,000               1,250              12,850
     Transfer Agent Fees                          --                  --                 3,460
     Miscellaneous                                --                  --                    64
                                           -----------         -----------         -----------
Total Cost and Expenses                          1,245               1,898             117,146
                                           -----------         -----------         -----------
Operating Loss                                  (1,245)             (1,898)           (117,146)
                                           -----------         -----------         -----------
Other Income (Expenses)
     Impairment Loss on Related
         Party Receivable                         --                  --               (50,000)
     Interest Income                              --                    52                 164
     Interest Expense                             --                  (351)             (4,739)
     Gain on Sale of Marketable Security          --                10,801              17,089
                                           -----------         -----------         -----------
Total Other Income (Expenses)                     --                10,502             (37,486)
                                           -----------         -----------         -----------
NET PROFIT (LOSS)                          $    (1,245)        $     8,604         $  (154,632)
                                           ===========         ===========         ===========
PROFIT (LOSS) PER COMMON SHARE             $    (.0008)        $    0.0069         $    (.1544)
                                           ===========         ===========         ===========
WEIGHTED AVERAGE COMMON
     SHARES OUTSTANDING                      1,632,200           1,245,800           1,001,402
                                           ===========         ===========         ===========

                                                 5
</TABLE>

<PAGE>
<TABLE>
<CAPTION>


                                            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 MARCH 31, 2001


                                                                                 Deficit
                                                  Common Stock                 Accumulated     Accumulated
                                               $.0001 Par Value    Additional   During the       Other
                                               ----------------      Paid-In   Development   Comprehensive  Comprehensive
                                             Shares      Amount      Capital      Stage          Income         Loss
                                            ---------   ---------   ---------   ---------      ---------      ---------
<S>                                         <C>         <C>         <C>            <C>
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 $.00 Per Share         690,000          69      68,931        --             --             --

     Net Loss                                    --          --          --        (1,245)          --             --
                                            ---------   ---------   ---------   ---------      ---------      ---------
Balances - March 31, 2001                   2,092,200   $     210   $ 147,494   $(154,632)     $    --             --
                                            =========   =========   =========   =========      =========      =========


                                                            6
</TABLE>

<PAGE>
<TABLE>
<CAPTION>



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

                                          STATEMENTS OF CASH FLOWS

                                FOR THE THREE MONTHS ENDED MARCH 31, 2001 AND
                                   2000 AND FOR THE PERIOD AUGUST 10, 1995
                                    (DATE OF INCEPTION) TO MARCH 31, 2001


                                                                THREE           THREE       AUGUST 10, 1995
                                                                MONTHS          MONTHS         (DATE OF
                                                                 ENDED           ENDED       INCEPTION) TO
                                                               MARCH 31,       MARCH 31,       MARCH 31,
                                                                 2001            2000            2001
                                                                 ----            ----            ----
CASH FLOWS FROM OPERATING ACTIVITIES
     <S>                                                      <C>             <C>             <C>
     Net Profit (Loss)                                        $  (1,245)      $   8,604       $(154,632)
     Adjustments to Reconcile Net Income (Loss) to
         Net Cash Used in Operating Activities:
              Realized Gain on Sale of Available-for Sale
                  Securities                                       --           (10,801)        (17,089)
              Impairment Loss on Related Party Receivable          --              --            50,000
              Changes in Assets and Liabilities:
                  Increase (Decrease) in Accrued Expenses        (2,260)           --            82,434
                                                              ---------       ---------       ---------
     NET CASH USED IN OPERATING ACTIVITIES                       (3,505)         (2,197)        (39,287)
                                                              ---------       ---------       ---------
CASH FLOWS FROM INVESTING ACTIVITIES
     Proceeds from Sale of Available-for-Sale Securities           --            14,729          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                                                --            14,729         (26,035)
                                                              ---------       ---------       ---------
CASH FLOWS FROM FINANCING ACTIVITIES
     Proceeds from Short-term Debt                                 --               300          99,682
     Repayment of Short-term Debt                                  --            (2,831)        (60,668)
     Proceeds from Issuance of Common Stock                        --              --            32,814
                                                              ---------       ---------       ---------
     NET CASH PROVIDED BY (USED IN)
         FINANCING ACTIVITIES                                      --            (2,531)         71,828
                                                              ---------       ---------       ---------
NET INCREASE (DECREASE) IN CASH                                  (3,505)         10,001           6,506

CASH - Beginning of Period                                       10,011           1,976            --
                                                              ---------       ---------       ---------
CASH - End of Period                                          $   6,506       $  11,977       $   6,506
                                                              =========       =========       =========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
   INFORMATION:
     Cash Paid During the Period for Interest                 $    --         $     351       $   3,774
                                                              =========       =========       =========
     Cash Paid During the Period for Income Taxes             $    --         $    --         $    --
                                                              =========       =========       =========
     Supplemental Schedule of Noncash Investing
         and Financing Activities
         Unrealized Gain on Marketable Securities             $    --         $ (20,210)      $    --
                                                              =========       =========       =========
         Common Stock Issued for Marketable Securities        $    --         $    --         $   6,875
                                                              =========       =========       =========
         Conversion of Shareholders' Loans to Capital Stock   $    --         $    --         $  39,015
                                                              =========       =========       =========


                                                      7
</TABLE>

<PAGE>


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

                          NOTES TO FINANCIAL STATEMENTS

                                 MARCH 31, 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 March 31, 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, MANAGEMENT DISCUSSION AND PLAN OF OPERATION

     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
         March 31, 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 December 31, 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

                                 MARCH 31, 2001



1.   THE COMPANY, MANAGEMENT DISCUSSION AND PLAN OF OPERATION (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 months ended March 31, 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 LOSS PER COMMON SHARE

     The net loss per common share is computed by dividing the net loss for the
         period by the weighted average number of shares outstanding at March
         31, 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

                                 MARCH 31, 2001



1.   THE COMPANY, MANAGEMENT DISCUSSION AND PLAN OF OPERATION (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 $155,000 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 $62,000 and has been offset by a full allowance
         for business combination under IRC Section 381. For the three months
         ended March 31, 2001, based on an effective tax rate of 40%, the
         valuation allowance increased by $498.


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.

     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 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 year ended December 31, 2000.

                                       10

<PAGE>


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

                          NOTES TO FINANCIAL STATEMENTS

                                 MARCH 31, 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 a loan receivable from F-PAC of $57,100 (including accrued
        interest of $100). 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 March 31, 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, was reported on the Company's balance sheet at $- 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

                                       12

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

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<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)


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

         (b)      No Reports on Form 8-K were filed during the quarter ended
                  March 31, 2001

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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 13, 2001

                                            SOUTHERN GROUP INTERNATIONAL, INC.


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


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