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 September 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 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  X                       No
                         -----                       -----

As of September 30, 2001, the issuer had 2,092,200 shares of common stock, par
value $.0001 per share issued and outstanding.

<PAGE>


                         PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

The unaudited financial statements of registrant for the three months ended
September 30, 2001 follow. The financial statements reflect all adjustments
which are, in the opinion of management, necessary to a fair statement of the
results for the interim period presented.

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

                               SEPTEMBER 30, 2001

                                    I N D E X

                                                                        Page No.
                                                                        --------
     BALANCE SHEETS
         September 30, 2001 and December 31, 2000                          F2


     STATEMENTS OF OPERATIONS
         For  the three and nine months ended September 30, 2001 and 2000
              and cumulative amounts since inception August 10, 1995
              to September 30, 2001                                        F3


     STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIENCY
         AND COMPREHENSIVE LOSS
         Inception August 10, 1995 to September 30, 2001                   F4


     STATEMENTS OF CASH FLOWS
         For  the three and nine months ended September 30, 2001 and 2000
              and cumulative amounts since inception August 10, 1995
              to September 30, 2001                                        F5


     NOTES TO FINANCIAL STATEMENTS                                         F6


   The accompanying notes are an integral part of these financial statements

                                       F1


<PAGE>
<TABLE>
<CAPTION>


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

                                      BALANCE SHEETS




                                          ASSETS
                                          ------
                                                              (Unaudited)
                                                             September 30,    December 31,
                                                                2 0 0 1         2 0 0 0
                                                               ---------       ---------
CURRENT ASSETS

      <S>                                                      <C>             <C>
      Cash                                                     $   1,353       $  10,011
                                                               ---------       ---------

              TOTAL ASSETS                                     $   1,353       $  10,011
                                                               ---------       =========



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

CURRENT LIABILITIES:

      Accrued expenses                                         $  15,338       $  84,694
                                                               ---------       ---------
              TOTAL LIABILITIES                                   15,338          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 September 30, 2001 and December 31,
               2000, respectively                                    210             141
      Additional paid-in capital                                 147,494          78,563
      Deficit accumulated during the development stage          (161,689)       (153,387)
                                                               ---------       ---------
              TOTAL STOCKHOLDERS' DEFICIENCY                     (13,985)        (74,683)
                                                               ---------       ---------
              TOTAL LIABILITIES AND STOCKHOLDERS'
                 DEFICIENCY                                    $   1,353       $  10,011
                                                               =========       =========


         The accompanying notes are an integral part of these financial statements

                                            F2
</TABLE>

<PAGE>
<TABLE>
<CAPTION>


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

                                           STATEMENTS OF OPERATIONS

                                                  (UNAUDITED)



                                                                                                Cumulative
                                                                                               Amounts Since
                                      Three Months Ended            Nine Months Ended         Inception August
                                      ------------------            -----------------            10, 1995 to
                                 September 30,  September 30,  September 30,  September 30,     September 30,
                                     2001           2000           2001           2000              2001
                                     ----           ----           ----           ----              ----
<S>                              <C>            <C>            <C>            <C>               <C>
INCOME                           $      --      $      --      $      --      $      --         $      --

COST AND EXPENSES
   General and administrative
     expenses:
     Consulting fees                    --            5,000           --            5,000            74,000
     Bank charges                         42           --               73             42             1,766
     Filing fees                        --             --             --              300               900
     Edgar filing service fees          --              334           --              639             3,618
     Legal fees                        3,904          3,419          4,144          3,419            24,460
     Accounting fees                   1,000          3,475          4,000          3,175            15,850
     Transfer agent fees                --            1,100           --            1,100             3,460
     Miscellaneous                      --             --               85          1,250               149
                                 -----------    -----------    -----------    -----------       -----------
Total cost and expenses                4,946         13,028          8,302         14,925           124,203
                                 -----------    -----------    -----------    -----------       -----------

Operating loss                        (4,946)       (13,028)        (8,302)       (14,925)         (124,203)

Other income (expenses)
     Impairment loss on
       related party
       receivable                       --             --             --             --             (50,833)
     Interest income                    --               83           --              164               164
     Interest expense                   --             --             --             (652)           (3,906)
     Gain on sale of
       marketable security              --             --             --           17,089            17,089
                                 -----------    -----------    -----------    -----------       -----------
Total other income
     (expenses)                         --               83           --           16,601           (37,486)
                                 -----------    -----------    -----------    -----------       -----------

NET (LOSS) INCOME                $    (4,946)   $   (12,945)   $    (8,302)   $     1,676       $  (161,689)
                                 ===========    ===========    ===========    ===========       ===========
INCOME (LOSS) PER
     COMMON SHARE                $      0.00    $      (.01)   $       .00    $       .00
                                 ===========    ===========    ===========    ===========
WEIGHTED AVERAGE
     COMMON SHARES
     OUTSTANDING                   2,092,200      1,402,200      1,941,870      1,299,455
                                 ===========    ===========    ===========    ===========


                  The accompanying notes are an integral part of these financial statements

                                                      F3
</TABLE>

<PAGE>
<TABLE>
<CAPTION>


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

                                             INCEPTION AUGUST 10, 1995 TO JUNE 30, 2001

                                                             (UNAUDITED)


                                                                                          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>            <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 $.10 per share            690,000             69        68,931          --             --
   Net loss                                         --             --            --          (8,302)          --
                                             -----------    -----------   -----------   -----------    -----------

Balances - September 30, 2001                  2,092,200    $       210   $   147,494   $  (161,689)   $      --
                                             ===========    ===========   ===========   ===========    ===========


                              The accompanying notes are an integral part of these financial statements

                                                                 F4
</TABLE>

<PAGE>
<TABLE>
<CAPTION>


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

                                                     STATEMENTS OF CASH FLOWS

                                                            (UNAUDITED)

                                                                                                                     Cumulative
                                                                                                                    Amounts Since
                                                                                                                      Inception
                                                       Three Months Ended                Nine Months Ended            August 10,
                                                       ------------------                -----------------              1995 to
                                                 September 30,    September 30,    September 30,    September 30,    September 30,
                                                      2001             2000            2001             2000             2001
                                                      ----             ----            ----             ----             ----
CASH FLOWS FROM OPERATING ACTIVITIES
  <S>                                            <C>              <C>              <C>              <C>              <C>
   Net profit (loss)                              $  (4,946)       $ (12,945)       $  (8,302)       $   1,676        $(161,689)
   Adjustments to reconcile net income (loss)
      to net cash used in operating activities:
   Realized gain on sale of available-for
      sale of securities                               --               --               --            (17,089)         (17,089)
   Impairment loss on related party receivable         --               --               --               --             50,000
   Changes in assets and liabilities:
      Increase (decrease) in accrued expenses         4,904            4,275          (69,356)           4,275           84,338
                                                  ---------        ---------        ---------        ---------        ---------

NET CASH USED IN OPERATING ACTIVITIES                   (42)          (8,670)         (77,658)         (11,138)         (44,440)

CASH FLOWS FROM INVESTING ACTIVITIES
   Proceeds from sale of available-for-sale
      securities                                       --               --               --             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                            --               --               --             23,965          (26,035)
                                                  ---------        ---------        ---------        ---------        ---------

CASH FLOWS FROM FINANCING ACTIVITIES
   Proceeds from short-term debt                       --               --               --                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                             --               --             69,000           (2,231)          71,828
                                                  ---------        ---------        ---------        ---------        ---------

NET INCREASE (DECREASE) IN CASH                         (42)          (8,670)          (8,658)          10,596            1,353

CASH - beginning of period                            1,395           21,242           10,011            1,976             --
                                                  ---------        ---------        ---------        ---------        ---------

CASH - end of period                              $   1,353        $  12,572        $   1,353        $  12,572        $   1,353
                                                  =========        =========        =========        =========        ---------

SUPPLEMENTAL DISCLOSURE OF
 CASH FLOW INFORMATION:
   Cash paid during the period for Interest       $    --          $     652        $    --          $     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)       $    --          $ (22,656)       $    --
===============================================   =========        =========        =========        =========        ---------
      Common stock issued for marketable
         securities                               $    --          $    --          $    --          $    --          $   6,875
                                                  =========        =========        =========        =========        ---------
      Conversion of shareholders loans to
         capital stock                            $    --          $ (15,640)       $    --          $ (15,640)       $  39,015
                                                  =========        =========        =========        =========        ---------


                            The accompanying notes are an integral part of these financial statements

                                                                F5
</TABLE>

<PAGE>


                          NOTES TO FINANCIAL STATEMENTS

                                   (UNAUDITED)


 The accompanying unaudited 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 and nine month period ended
     September 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 Compamy
         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
         September 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 defined as a "shell" corporation 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 September 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.


     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 nine months ended September 30, 2001, the Company paid no
         interest or taxes.

                                       F6

<PAGE>


                          NOTES TO FINANCIAL STATEMENTS

                                   (UNAUDITED)


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


     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 September 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.


     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 $162,000 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 $65,000 and has been offset by a full allowance
         for business combination under IRC Section 381. For the three months
         ended September 30, 2001, based on an effective tax rate of 40%, the
         valuation allowance increased by $1,978.

     The use of the net operating loss carryforward is subject to limitations
         imposed by the Internal Revenue Service in the event of a change in
         control.

                                       F7

<PAGE>


                          NOTES TO FINANCIAL STATEMENTS

                                   (UNAUDITED)


 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.


 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.

                                       F8

<PAGE>


                          NOTES TO FINANCIAL STATEMENTS

                                   (UNAUDITED)



 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 September 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-.

                                       F9

<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
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

                                       2

<PAGE>


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.

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
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:

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<PAGE>


Exhibit No.    Description
--------------------------
3(i)           Articles of Incorporation of Southern Group International,
               Inc.(1)

3(ii)          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 by the Company for the quarter ended
September 30, 2001.

                                       4

<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 November 29, 2001

                                            SOUTHERN GROUP INTERNATIONAL, INC.


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


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