U.S. SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549


                               FORM 10-QSB



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


             For the quarterly period ended January 31, 2001


                       Commission File Number: 0-30323


                       College Bound Student Alliance, Inc.
        ----------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)


        Nevada                                         84-1416023
----------------------------                ---------------------------------
(State of other jurisdiction of             (IRS Employer Identification No.)
 incorporation or organization)


                      333 South Allison Parkway, Suite 100
                         Lakewood, Colorado  80226-3115
          ----------------------------------------------------------
          (Address of principal executive offices including zip code)


                              (303) 804-0155
                        --------------------------
                        (Issuer's telephone number)


Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act 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 February 28, 2001, the Registrant had 25,142,062 shares of common stock,
$0.001 par value per share, outstanding.

Transitional Small Business Disclosure Format (check one): Yes__    No X



<PAGE>




                                    INDEX

                                                                      Page
                                                                      Number

Part I.  Financial Information

     Item I.   Financial Statements (unaudited)

               Condensed Consolidated Balance Sheets as
               of January 31, 2001 and July 31, 2000                    3

               Condensed Consolidated Statements of Operations,
               Three and Six Month Periods Ended January 31,
               2001 and 2000                                            4

               Condensed Consolidated Statements of Cash Flows,
               Six Month Periods Ended January 31, 2001 and 2000        5

               Notes to Condensed Consolidated Financial
               Statements                                            6-11

     Item 2.   Management's Discussion and Analysis of
               Financial Condition and Results of Operations        12-17

Part II.  Other Information

     Item 1.   Legal Proceedings                                       18

     Item 2.   Changes in Securities                                   19

     Item 3.   Defaults Upon Senior Securities                         20

     Item 4.   Submission of Matters to a Vote of Security Holders     20

     Item 5.   Other Information                                       20

     Item 6.   Exhibits and Reports on Form 8-K                        20














                                     2
<PAGE>



<PAGE>
                       ITEM I.  FINANCIAL STATEMENTS

                     College Bound Student Alliance, Inc.
                    Condensed Consolidated Balance Sheets
                                (Unaudited)

                                   ASSETS
<TABLE>
<CAPTION>
                                                               January 31, 2001  July 31, 2000
                                                               ----------------  -------------
<S>                                                            <C>               <C>
 Current assets:
      Cash                                                         $  215,293         231,271
      Amounts due from customer contracts acquired                    272,948       1,796,784
      Accounts receivable, net                                         82,009          18,398
      Deferred customer contract expenses                             407,103               -
      Other                                                            81,971          10,340
                                                                   ----------      ----------
           Total current assets                                     1,059,324       2,056,793

 Property and equipment, net                                          422,654         494,791
 Trademarks and licenses, net                                         141,495         175,072
 Intangible and other assets, net                                   2,539,448       2,703,187
                                                                   ----------      ----------

 Total assets                                                      $4,162,921       5,429,843
                                                                   ==========      ==========

                         LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

 Current liabilities:
      Notes payable                                                $  220,040           5,511
      Current maturities of long-term debt to former owners           713,105         803,006
      Current portion of capital lease obligation                      44,467          25,975
      Notes payable and other debt due to related parties             399,346         249,826
      Accounts payable                                                847,350         555,552
      Accrued liabilities                                             781,828         541,130
      Deferred revenue                                              1,374,957         423,640
                                                                   ----------      ----------
           Total current liabilities                                4,381,093       2,604,640

 Long-term liabilities:
      Long-term debt to former owners, less current maturities      2,095,928       2,143,376
      Capital lease obligation, less current portion                   30,762          66,636
                                                                   ----------      ----------
           Total liabilities                                        6,507,783       4,814,652

Stockholders' equity (deficit)
      Common stock, $.001 par value, 40,000,000 shares authorized;
        27,212,718 issued and 25,212,718 outstanding at January 31,
        2001, and 25,483,068 issued and 23,483,068 outstanding at
        July 31, 2000.                                                 25,212          23,482
      Additional paid-in capital                                    3,764,291       3,521,489
      Deferred compensation                                            (4,600)        (22,178)
      Accumulated deficit                                          (6,129,765)     (2,907,602)
                                                                   ----------      ----------
           Total stockholders' equity (deficit)                    (2,344,862)        615,191
                                                                   ----------      ----------
 Total liabilities and stockholders' equity (deficit)              $4,162,921       5,429,843
                                                                   ==========      ==========
</TABLE>
  The accompanying notes are an integral part of the condensed consolidated
                            financial statements.

                                      3
<PAGE>


<PAGE>
                     College Bound Student Alliance, Inc.
              Condensed Consolidated Statements of Operations
            for the three and six month periods ending January 31
                                (Unaudited)

<TABLE>
<CAPTION>

                                        Three Months Ended           Six Months Ended
                                      January 31,  January 31,   January 31,   January 31,
                                         2001         2000         2001            2000
                                      ----------   ----------    ----------     ----------
<S>                                   <C>          <C>           <C>            <C>
Revenue:
   Student services                   $ 1,258,899    264,308      2,041,395      605,933
   Corporate sponsor contributions          5,970     25,000          9,770       25,000
   Other                                        -      6,977            101       24,477
                                       ----------  ---------      ---------     --------

        Total revenue                   1,264,869    296,285      2,051,266      655,410

Cost of services                        1,058,875    225,797      1,634,869      435,087
                                       ----------  ---------      ---------     --------

        Gross profit                      205,994     70,488        416,397      220,323

Selling, general and administrative     1,518,393    332,984      3,193,567      728,494
Depreciation and amortization             158,758     45,507        293,277      103,465
                                       ----------  ---------     ----------    ---------

        Operating loss                 (1,471,157)  (308,003)    (3,070,447)    (611,636)

Interest expense, net                     (81,014)   (29,986)      (164,395)     (54,010)
Other income                               12,679      5,723         12,679        5,723
                                      -----------  ---------     ----------    ---------

             Net loss                $ (1,539,492) (332,266)     (3,222,163)    (659,923)
                                      ===========  ========      ==========     ========

Net loss per share
  - basic and diluted                $       (.07)    (0.02)          (0.14)       (0.04)
                                      ===========  ========      ==========     ========
Weighted average number of common
  shares outstanding
  - basic and diluted                  23,867,317  18,321,150    23,678,997   18,257,252
                                     ============  ==========    ==========   ==========
</TABLE>










  The accompanying notes are an integral part of the condensed consolidated
                             financial statements.


                                       4
<PAGE>



                     College Bound Student Alliance, Inc.
                Condensed Consolidated Statements of Cash Flows
                 for the six month periods ending January 31
                                 (Unaudited)


                                                         2001        2000
                                                     -----------   ---------

Net loss                                             $(3,222,163)   (659,923)

Adjustments to reconcile net loss to net
  cash used in operating activities:
     Depreciation and amortization                       293,277     103,465
     Amortization of deferred compensation                17,578           -
     Change in allowance for doubtful accounts           (23,655)      3,725
     Gain on sale of fixed assets                        (12,679)          -


Changes in operating assets and liabilities            2,605,024     413,306
                                                     -----------   ---------

Net cash used by operating activities                   (342,618)   (139,427)
Net cash provided (used) by investing activities          (5,670)      9,588
Net cash provided (used) by financing activities:
     Proceeds (repayments)of advances payable,
       notes payable and long-term debt
       to related parties, net                           305,724     (57,005)
     Common stock issued                                  43,968     119,457
     Payments on capital lease obligations               (17,382)     (3,372)
                                                      ----------    --------
Net cash provided by financing activities                332,310      59,080

Net decrease in cash                                     (15,978)    (70,759)

Cash at beginning of period                              231,271      82,383
                                                      ----------    --------
Cash at end of period                                 $  215,293      11,624
                                                      ==========    ========


Supplemental disclosure of non-cash information-
  during the three months ended January 31, 2001,
  the Company issued common stock to employees and
  a director in lieu of cash compensation             $  200,564           -
                                                      ==========    ========



         The accompanying notes are an integral part of the condensed
                       consolidated financial statements.


                                      5
<PAGE>




                     College Bound Student Alliance, Inc.
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                        January 31, 2001 (Unaudited)

(1)  Basis of Preparation

     The accompanying unaudited condensed consolidated financial statements
have been prepared pursuant to the rules and regulations of the Securities and
Exchange Commission.  Certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted pursuant to such
rules and regulations.  Although the Company believes that the disclosures are
adequate to make the information presented not misleading, it is suggested
that these condensed consolidated financial statements be read in connection
with the financial statements and notes thereto included in the Company's
annual report on Form 10-KSB for the year ended July 31, 2000.

     In the Company's opinion, the accompanying unaudited condensed
consolidated financial statements include all adjustments (consisting of
normal recurring accruals and adjustments) required to present fairly the
Company's financial position at January 31, 2001 and July 31, 2000, and the
results of operations for each of the three and six month periods ended
January 31, 2001 and 2000, and cash flows for each of the six month periods
ended January 31, 2001 and 2000.

     On July 31, 2000, the Company acquired all of the issued and outstanding
common stock of College Resource Management, Inc. ("CRM").  The results of
operations of CRM are included in the Company's consolidated financial
statements starting August 1, 2000.  Accordingly, the prior periods presented
are not comparable with the three and six months ended January 31, 2001.

     The operating results for the three and six month periods ended January
31, 2001 are not indicative of the results that may be expected for the year
ended July 31, 2001.

(2)  Liquidity

    In May 2000, the Company entered into a common stock put agreement with
Swartz Private Equity, LLC that entitles the Company to issue and sell, at the
Company's option, common stock for up to an aggregate of $30,000,000, from
time to time during a three year period commencing on the effective date of a
registration statement, which registration statement has not yet been filed
with the Securities and Exchange Commission.  Management believes the cash
expected to be received from financing of amounts due from customer contracts
($272,948 at January 31, 2001), amounts due from active customer contracts
($1,901,809, net of reserves, at January 31, 2001), the sale of common stock
less accelerated debt payments that would be required, expected cash from
corporate sponsor contributions, cash expected to be generated from
operations, and payment extensions on related party advances, notes and debt,
if necessary, will be sufficient to allow the Company to meet non-deferrable
obligations through calender 2001.  Management also plans to raise bridge
financing to fund the upgrades and integration of products and operations, and
to expand marketing activities and the number of sales representatives.

                                      6
<PAGE>



                     College Bound Student Alliance, Inc.
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                        January 31, 2001 (Unaudited)

(3)  Amounts Due From Active Customer Contracts

     As of January 31, 2001, management estimates off-balance sheet amounts
due from active customer contracts to be $1,901,809, net of $457,756 for
estimated uncollectible accounts.  This balance compares to $1,796,784, the
fair value of customer contracts acquired in the acquisition of CRM on July
31, 2000.

     During the six month period ended January 31, 2001, $1,523,836 was
collected against the $1,796,784 in amounts due from customer contracts
acquired in the CRM acquisition.  The amounts due from customer contracts
acquired reflect the future cash flows of CRM contracts acquired less amounts
which are not expected to be collected.  Deferred revenue of $118,450 and
$353,687, as of January 31, 2001 and July 31, 2000, respectively, relates to
the CRM contracts acquired on July 31, 2000 and is reflected at its estimated
fair value which was estimated to be the present value of costs that are
expected to be incurred to deliver the future services on such contracts plus
an allowance for normal profit on those services. Deferred revenue from the
acquired CRM contracts is amortized into income over the remaining term of
those contracts.

(4) Revenue Recognition

     Revenue is recognized consistent with Staff Accounting Bulletin No. 101
(SAB 101).  For customer agreements where there are multiple deliverables and
fair value of the deliverables is not determinable, revenue is recognized over
the service period on the straight line basis.  Prior to January 1, 2001, the
multiple deliverables contracts included a service component which was
contractually available over the one year contract period.  Customers paid the
contracted fees at the beginning of the contract, in four equal installments
in the first four months of the contract, monthly over the contract period, or
weekly over the contract period.  For those that paid at the beginning of the
contract, revenue is deferred and recognized ratably on a straight-line basis
over 12 months.  For those that pay over four months, a portion of the first
payment is deferred and all payments thereafter are deferred and revenue is
recognized ratably on a straight-line basis over the contract period.  For
those that pay in monthly or weekly installments, revenue is recognized
consistent with contractual collections and, accordingly, receivables and
deferred revenues are not recognized at contract initiation.  Effective
January 1, 2001, the Company introduced a new customer agreement that does not
contain multiple deliverables.  The Company no longer offers the multiple
deliverables customer agreements effective January 1, 2001.  The new customer
agreements obligate the Company to deliver a product called The College
Partnership[TM] (the "TCP").  The TCP will typically be delivered within 90
days.  Revenue is recognized when the TCP is delivered.

     Management estimates that approximately 90 percent of the direct costs of
performing its obligations under the agreements is incurred in the first 60
days after contract initiation.  Direct and incremental costs in generating
contracts are deferred and recognized over the contract period for multiple
deliverables contracts and upon delivery of the TCP for the new contracts.

                                      7
<PAGE>


                     College Bound Student Alliance, Inc.
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                        January 31, 2001 (Unaudited)

Management estimates that approximately 70 percent of the total direct and
indirect costs of performing its obligations are expensed in the first 60 days
after contract initiation. Accordingly, expenses recognized historically have
been disproportionately high as compared to reported revenue.

     Revenue for services under the multiple deliverables contracts, other
than those services offered as a result of the CRM acquisition, are recognized
as the services are delivered as the fair value of those services are readily
determinable based on established price lists, and there is no continuing
service obligation after delivery of the customer selected service.

    The accounting method described above varies from the principles used in
valuing the assets and deferred revenue in the acquisition of CRM at July 31,
2000 as provided by APB Opinion 16.  Such differences relate principally to
the Amounts Due from Customer Contracts Acquired, for which collections are
applied against said balances rather than recognized in revenue as collected,
and differences in computing deferred revenue during the six month period
ended January 31, 2001 as provided by SAB 101.  This difference will gradually
be eliminated over the remainder of the current fiscal year.

     Given the significant variance in accounting principles applied in
purchase accounting versus those applied subsequent to the July 31, 2000
acquisition of CRM, the Company has provided the following supplementary
information to assist the reader of the condensed consolidated financial
statements in understanding the operating  results for the six month period
ended January 31, 2001.
                                     Three         Three          Three
                                  Months Ended  Months Ended   Months Ended
                                   January 31,   October 31,      July 31,
                                      2001         2000            2000
                                                               (Predecessor)
                                 -----------   -------------   -------------
Number of CRM contracts sold,
net of cancellations                  2,115           2,646          2,494
                                 ----------      ----------     ----------
Estimated value of CRM contracts
sold, less estimated reserves    $1,763,898      $1,895,289     $1,753,561
                                 ----------      -----------    ----------
Open CRM customer contract
receivables, net of reserves,
at end of period                 $1,901,809      $1,926,000     $1,796,784
                                 ----------      ----------     ----------
Cash collected from CRM
customers in period              $1,746,289      $1,942,261     $1,839,551
                                 ----------      ----------     ----------
Number of open CRM
customer contracts                    6,041           6,360          5,974
                                 ----------      ----------     ----------
Estimated value of contracts
sold, less estimated reserves
for all Company student services $2,162,918      $2,327,675     $2,050,940
                                 ----------      ----------     ----------

                                     8
<PAGE>

                         College Bound Student Alliance, Inc.
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                        January 31, 2001 (Unaudited)


     The number of weekend workshops vary from quarter to quarter depending on
holidays; there were 10, 12 and 9 workshop weekends in the fiscal quarters
ended January 31, 2001, October 31, 2000 and July 31, 2000, respectively.
Numbers of contracts sold during the three and six months ended January 31,
2001 are comparable to the predecessor Company's prior year.

(5)  Common Stock Issued

     During the three months ended January 31, 2001, the Company issued 66,000
shares of common stock with a fair value of $16,468 to purchase three
franchises.

     During the three months ended January 31, 2001, the Company issued
1,563,650 shares of common stock to employees of the Company in lieu of cash
compensation with a fair value of $200,564.

     In October 2000, the Chief Executive Officer exercised 100,000 options to
purchase common stock of the Company.  The exercise price was $0.275 per share
yielding the Company $27,500.

(6)   Notes Payable

     During the quarter ended January 31, 2001, three officers of the Company
and an unaffiliated investor loaned $120,000 and $140,000, respectively, to
the Company for working capital purposes.  The notes mature June 2001.
Interest, at 14%, is payable quarterly.  These promissory notes are included
in notes payable and other debt due to related parties.

     The remaining increase in notes payable and other debt due to related
parties represents compensation payable, interest payable and other deferrals.

(7)  Net Loss Per Share

     Net loss per share - basic and diluted is computed on the weighted
average number of shares of common stock outstanding during the three and six
month periods ended January 31, 2001.  Basic net loss per share and net loss
per share assuming dilution, are the same for the three and six month periods
ended January 31, 2001 and 2000, because of the antidilutive effect of stock
options and awards when there is a loss.

          Calculation of Weighted Average Shares outstanding

Number of shares at beginning of three month period (10/31/00)    23,583,068
Weighted average shares issued during the three month period
  ended January 31, 2001                                             284,249
Weighted average shares outstanding for the three month period    ----------
  ended January 31, 2001                                          23,867,317
                                                                  ==========


                                      9
<PAGE>



                    College Bound Student Alliance, Inc.
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                        January 31, 2001 (Unaudited)


          Calculation of Weighted Average Shares outstanding, Cont.

Number of shares at beginning of six month period (7/31/00)       23,483,068
Weighted average shares issued during the six month period
  ended January 31, 2001                                             195,929
Weighted average shares outstanding for the six month period      ----------
  ended January 31, 2001                                          23,678,997
                                                                  ==========


(8)  Deferred Customer Contract Expenses

     Deferred customer contract expenses are comprised of actual sales
commissions, production and delivery expenses incurred subsequent to the
signing of the customer contract.  These expenses represent the direct
incremental expenses incurred by the Company related to the fulfillment of
customer contracts.  The expenses are amortized on the straight-line basis
over the twelve-month term of the contract for multiple deliverables contracts
and upon delivery of TCP for the new contracts.



(9)  Legal Proceedings

     On May 26, 2000, the Federal Trade Commission ("FTC") commenced an
investigation against CRM with respect to its past (prior to the Company's
acquisition of it) consumer trade practices involving advertising, promotions
and sales.  No legal action has been filed by the FTC.  FTC staff and the
Company's counsel have agreed to a settlement order, which has been signed by
CRM and the Company, anticipating FTC approval prior to the fiscal year end of
July 31, 2001.  This settlement will not have an adverse effect on the
business or the Company's financial statements.

     On September 19, 2000, the Attorney General of Minnesota and a private
individual filed suit in District Court, Second Judicial District, County of
Ramsey, against CRM alleging deceptive trade practices, consumer fraud and
false advertising.  The plaintiffs in the case are seeking injunctive and
other relief.  The Company's legal counsel is involved in ongoing settlement
discussions with the plaintiffs in the case.  Based on these discussions
management currently anticipates that the Company will settle the matter by
signing a cease and desist order with no admission of liability and by
possibly paying a small settlement amount.




                                      10
<PAGE>







                    College Bound Student Alliance, Inc.
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                        January 31, 2001 (Unaudited)


If settlement discussions are not successful the Company might be fined or
other administrative action could be taken in the event that the case proceeds
and the plaintiffs ultimately prevail on the merits, which management and the
Company's counsel thinks is not likely.  Accordingly, no amounts have been
accrued.

     On February 19, 2001, a prior owner of CBS-Athletes filed a Petition for
Order Directing Arbitration in Circuit Court, Milwaukee County, State of
Wisconsin directing the Company to attend court ordered arbitration pertaining
to a dispute related to the Company's purchase of all the outstanding stock in
College Bound Student-Athletes ("CBS-Athletes").  Payment for the stock was
installment based and tied to certain performance thresholds of CBS-Athletes.
On February 27, 2001, the Company formally advised the previous owner that the
purchase price was overvalued as of the purchase date, that remaining
performance thresholds have not been met and, therefore, the corresponding
performance payments are not due, and that the return of previous payments to
him may be required.  Although the Company believes it has meritorious
defenses to the claims asserted by the previous owner, the Company has
accounted for the full purchase price amount of this acquisition (except for
certain additional payments for incentives which the previous owner claims are
due to him) and the Company believes that a credit on the purchase price may
be due if it prevails. Accordingly, no accrual is deemed necessary.

     On February 23 and February 28, the Company terminated a former owner of
CBS-Athletes' consulting agreement and a former employee of CBS-Athletes'
employment agreement, respectively.  On March 1, 2001, the Company filed suit
against the former owner and former employee (the "Defendants") in District
Court, Arapahoe County, State of Colorado, alleging breach of contract, breach
of covenant of good faith and fair dealing, breach of fiduciary duty, aiding
and abetting a breach of a fiduciary duty, civil conspiracy by Defendants and
requesting exemplary damages, actual damages, attorneys fees and other relief
deemed proper by the Court.  Management believes that the Company will prevail
and accordingly no amounts have been accrued.  However, if the Company does
not prevail on the merits of this case, the Company may be required to pay
damages or court fees.

     On March 1, 2001, a former employee of CBS-Athletes filed suit against
the Company in Circuit Court, Ozaukee County, State of Wisconsin, alleging
breach of executive employment agreement and seeks money damages in the amount
of $540,000.00 plus attorney fees and other costs.  The Company terminated the
agreement with the Plaintiff pursuant to the terms of the agreement.  The
Company believes that it has meritorious defenses as to the entire amount
sought.  Accordingly, no amounts have been accrued. However, if Plaintiff
prevails the Company may be required to pay damages.

     The Company is also involved in claims, legal actions, regulatory
inquiries and investigations arising in the ordinary course of business.  In
the opinion of management, the ultimate disposition of these matters will not
have a material adverse effect on the Company's financial position or results
of operations.


                                      11
<PAGE>
                                     ITEM 2
                      College Bound Student Alliance, Inc.
                 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                        CONDITION AND RESULTS OF OPERATIONS

     College Bound Student Alliance, Inc. (CBSA) is a full-service education
and career preparation company.  CBSA's breadth of services and products
combined with the experience of helping over 100,000 students achieve their
higher education dreams make it a market leader.  The Company offers customers
a comprehensive set of service and product offerings that focus on helping
students and families achieve their career and higher educational goals.

     CBSA primarily provides career assessment, college preparation and
admissions services to high school students and their families as they plan
and prepare for the student's future education. Services include career
counseling, career assessment, SAT/ACT preparation courses, college financial
planning and college selection.

     The Company also specializes in services that assist the athletic, fine
arts, and outstanding academic students in positioning him/herself for the
best possible collegiate opportunities by initiating a high level recruiting
posture and assistance with the recruiting process.

     CBSA's products and services provide students and their families with
customized information based on their unique interests, abilities, and
financial information.

     Results of operations for the three and six month periods ended January
31, 2001 are affected by an inherent mismatch of revenue and expenses and are
not indicative of the trend of the results for the year.  As described in Note
4 to the Condensed Consolidated Financial Statements, estimated revenues of
contracts sold for the three and six month periods ended January 31, 2001 were
$2,162,918 and $4,490,593 as compared to reported revenues of $1,258,899 and
$2,041,395, respectively.  This difference is caused principally by the policy
of deferring and recognizing revenues monthly on contracts sold during the
periods.  Also, beginning January 1, 2001, the Company upgraded its services
and amended its contracts which resulted in no recognition of revenue until
the service is delivered (including sales for the month of January) expected
to be within 60 to 90 days of contract signing.  This deferred recognition of
revenue to future periods had a significant adverse impact on operating
results for the three and six month periods ended January 31, 2001, as the
Company incurred and recorded approximately 70% of its costs relating to
contracts sold prior to January 1, 2001, while it recorded only 17% of the
related contract value in revenues.  Accordingly, operating loss and net loss
in the third and fourth fiscal quarters are expected to be significantly less
than the first and second quarters.  The remaining impact of this mismatch of
revenues and expenses should be gradually eliminated in the first half of
fiscal 2002.


                                  12
<PAGE>


<PAGE>
     The balance of the operating losses for the three and six months ended
January 31, 2001 are due to: a) unusually high professional fees of
approximately $85,000 and $330,000, respectively, relating principally to the
Company's initial SEC registration filings; b) amortization of assets and debt
interest relating to acquisitions of approximately $160,000 and $300,000,
respectively; c) costs relating to building infrastructure; d) merging
operations; e) expanding, reorganizing, and upgrading the service offerings
and related marketing expenses; and f) lower seasonal sales in the Company's
second fiscal quarter ending January 31, 2001.  The Company's principle
operation operates at a pre-tax profit margin of about 16% before corporate
expenses.


FINANCIAL CONDITION AS OF JANUARY 31, 2001 AS COMPARED TO JULY 31, 2000

     Total assets have decreased from $5,429,843 at July 31, 2000 to
$4,162,921 for a change of $1,266,922 at January 31, 2001.  The reduction was
primarily due to a decrease of $1,523,836 from collections of amounts due from
customer contracts acquired, offset in part by an increase in deferred
customer contract expenses of $407,103 .  The remaining decrease in total
assets is primarily due to the amortization and depreciation of long-term
assets.

     Total liabilities increased from $4,814,652 at July 31, 2000 to
$6,507,783 at January 31, 2001.  Current liabilities increased from
$2,604,640 at July 31, 2000 to $4,381,093 at January 31, 2001.  The increase
in current liabilities is primarily a result of: a) an increase of $951,317
from July 31, 2000 due to receipts of cash for customer contracts prior to
delivery of the services during the six months ended January 31, 2001; b) an
increase in current notes payable and other debt due to related parties for
$260,000 working capital loans provided by three officers and an unaffiliated
investor and officer salary deferrals and interest; c) an increase in accounts
payable primarily due to higher sales volume, professional fees relating to
SEC filings and increased payables relating to extending the timing of
payments to certain vendors; and, d) an increase in accrued liabilities of
$240,698, $125,000 in deferred rent and due primarily due to salary deferrals,
deferred royalties and accrued interest on notes payable. The balance sheet
also reflects a decrease in long-term debt from $2,946,382 at July 31, 2000 to
$2,809,033 at January 31, 2001 which is primarily due to payments on the notes
issued in connection with the CBS-Athletes, CRM and College Foundation
Planners, Inc. ("CFPI") acquisitions.










                                      13
<PAGE>







     Stockholders' equity decreased from $615,191 at July 31, 2000 to a
deficit of $2,344,862 at January 31, 2001 primarily because of the net loss
during the six month period ended January 31, 2001.

     As of January 31, 2001, the Company has a working capital deficit of
$3,321,769.  Management plans to manage the deficit through deferring certain
management salaries, pledging amounts due from open customer contracts, using
cash expected to be produced from third quarter operations including
collections on open customer contract amounts (net balance $1,901,809 at
January 31, 2001) and accessing the Swartz equity line of credit (discussed in
Form 10-KSB for the fiscal year ended July 31, 2000).

     A large portion, $455,000, of current long-term debt matures in March
2001 associated with the acquisition of CBS-Athletes. The Company recently
completed a review of purchase price adjustments provided for in the CBS-
Athletes acquisition agreement and concluded no further payments are due, and
that a refund of prior payments may be due from the sellers to the Company.
The former owners disagree with the Company's assessment and have filed for
arbitration under the Agreement.  The Company cannot predict the outcome or
timing of the resolution of this matter.

RESULTS OF OPERATIONS: THREE AND SIX MONTH PERIODS ENDED JANUARY 31, 2001
VERSUS JANUARY 31, 2000

     GENERAL.  The acquisition of College Resource Management, Inc. has
dramatically affected the Company's revenue and expense recognition methods
and activity levels.  The Company recognizes contract fee revenue from
students on a straight-line basis over the twelve-month term of the contracts
with multiple deliverables. Customers have the option to pay the full contract
price when the contract is signed, in four equal installments payable the
first four months of the contract, in twelve equal monthly installments or in
weekly installments over one year.  Customers have the right to cancel the
contract for a full refund within three days.  Amounts due under contracts are
not recorded until cash is received.  If a customer paying in four equal
installments cancels their contract, all deferred revenue at that time is
recognized as revenue.  If a customer is paying in equal monthly or weekly
installments, the revenue is recognized as the payments are received.
Effective January 1, 2001, the Company introduced a new customer agreement
that does not contain multiple deliverables.  The Company no longer offers the
multiple deliverables customer agreements effective January 1, 2001.  The new
customer agreements obligate the Company to deliver a product called TCP.  The
TCP will typically be delivered within 90 days.  Revenue is recognized when
the TCP is delivered.

     Deferred revenue is recorded for cash received in advance for services
the Company is obligated to perform.  In addition, at January 31, 2001, the
Company had $118,450 of deferred revenue remaining from the acquisition of
CRM.  Direct workshop marketing costs, which are included in selling, general
and administrative expenses in the statement of operations, are expensed prior
to delivering the products to customers.  Those costs include obtaining
potential customer lists, invitations to customers, postage, travel and
marketing representative fees which represents approximately 50% of the
revenue it produces and approximately 60% of the total costs.  For the
contracts included in deferred revenue, these costs have already been
expensed.  After the customer signs the contract the remaining service to
fulfill the Company's contractual obligation include producing The College
Action Plan [TM](the "CAP") and continuing support as discussed below.

                                      14
<PAGE>

     The CAP contract is a multiple deliverable arrangement with two service
elements; 1) a tailored profile (CAP) to assist the client in selecting a
college and 2) continuing support, generally for a one year period, in
assisting clients in understanding the output as presented in the CAP,
guidance in the college application process and assistance in identifying
sources of educational financial assistance.  These services are not
separately priced nor can customers select only one service.  The CAP is
generally delivered approximately 60 days after initiation of the client
contract.  Approximately 90% of direct costs and 70% of total cost are
incurred and expensed within 60 days of the contract signing, although
approximately 83% of the revenue is deferred after 60 days.

     Beginning January, 2001 the Company offered a new enhanced service named
the TCP, replacing the CAP, and which has no one year service option.  Revenue
will be recognized upon delivery of the plan, expected to be within 90 days
after contract signing.

     Student services revenue represents revenue from contracts recognized
over the twelve-month period of the contract for the multiple deliverable
contracts and upon delivery for the TCP contracts.  Corporate sponsor
contributions, which are not restricted as to use by the sponsor, are
recognized as revenue when received.  Management believes that the Company's
business is somewhat seasonal, with average customer contracts signed
declining in the period beginning at Thanksgiving and ending at the New Year's
holiday.  Cash collections are directly related to the number of customer
contracts signed not to the amount of revenue recognized in the period.

     REVENUE.  For the three and six month periods ended January 31, 2001,
respectively, the Company signed 2,115 and 4,761 customer contracts, net of
cancellations, which are comparable to the predecessor Company's (CRM)prior
year. Customer contracts result in student service revenues being recognized
over the contract period.

     Student services revenue increased $994,591 or 376% and $1,435,462 or
237% for the three and six month periods ended January 31, 2001 to $1,258,899
and $2,041,395, respectively, from $264,308 and $605,933, respectively, for
the comparable periods in 2000, primarily as a result of the acquisition of
College Resource Management, Inc. (CRM) on July 31, 2000.  Revenue from
student services is expected to increase in fiscal 2001 as the marketing and
selling of other products is included in the CRM workshop marketing channel,
leads increase, the number of representatives grows and the sales per
representative increases.

     The Company has recently experienced substantial growth; however, there
can be no assurance that growth will continue at historical rates or at all.
The Company's ability to generate increased revenue and achieve profitability
will depend upon its ability to increase sales through development and/or
acquisition of new products, expanding and upgrading the number of sales
representatives, further developing the workshop program and designing an
effective Internet commerce site.  The Company's ability to expand and develop
these channels depends on a number of factors beyond its control, including
general business and economic conditions.  Expansion and development of
existing and additional marketing and distribution channels will also depend,
in part, upon the Company's ability to secure additional financial resources,
technology, expertise and staff.


                                      15
<PAGE>


     Corporate sponsor contributions were $5,970 and $9,770, respectively, for
the three and six month periods ended January 31, 2001, as compared to $25,000
for the three and six month periods ended January 31, 2001.

     Other revenue decreased primarily because of changes regarding the policy
of charging for training the franchise sales force.

     COST OF SERVICES.  The cost of services for the three and six month
periods ended January 31, 2001 increased $833,078 or 369%, and $1,199,782, or
276%, respectively, from comparable periods in 2000.  The increase in cost of
services is primarily attributable to the added operations of CRM and CFPI and
the related increase in student services revenue.  As a percentage of student
services revenue, cost of services was 84% and 80% for the three and six month
periods ended January 31, 2001, respectively, compared to 85% and 72%,
respectively, for the same periods in 2000.

     SELLING, GENERAL AND ADMINISTRATIVE EXPENSES.  Selling, general and
administrative expenses increased $1,185,409 or 356%, and $2,465,073, or 338%
for the three and six month periods ended January 31, 2001, respectively, as
compared to the same periods in 2000.  The increase results from the selling
and operating expenses of CRM and CFPI, legal expenses, accounting and
auditing expenses, SEC filing related expenses and additional compensation for
new staff.  Because of increased management, staff and cost of new technology,
general and administrative expenses are expected to increase in the future.
Operating expenses are expected to increase in absolute dollars and continue
at their current or a somewhat lower percentage of revenue due to the
integration of CRM and CFPI, development of new products, and efforts to
develop processing and production methodologies to increase the gross margin
of each product.

     Results have also been affected by the costs associated with the
integration of operational and administrative functions and building
infrastructure for future expansion.  There can be no assurance that the
Company will be able to successfully integrate the businesses it has acquired
or integrate them in a timely manner in accordance with the strategic
objectives.  Failure to integrate acquired businesses effectively and
efficiently could have a material adverse effect on the business, financial
condition, results of operations and liquidity.

     DEPRECIATION AND AMORTIZATION.  Depreciation and amortization expenses
increased $113,251 or 249% and $189,812, or 183%  for the three and six month
periods ended January 31, 2001, respectively, as compared to  the same periods
in 2000.  The additional depreciation and amortization was primarily due to
the acquisitions of CFPI and CRM, since their acquisitions resulted in
intangible assets totaling $1,616,600.  These assets are primarily being
amortized over a 10-year period.


                                      16
<PAGE>

<PAGE>
     OPERATING LOSS.  Operating loss for the three and six month periods ended
January 31, 2001 was  $1,471,157 and $3,070,447 respectively, compared to an
operating loss of $308,003 and $611,636, respectively, for the comparable
periods in 2000.  The increase in operating loss is primarily attributable to:
a) an increase in revenue deferral on contracts sold during the periods for
which a majority of the expenses were recorded, b) $951,317 increase in
deferred revenue, c) an increase in selling expenses associated with CRM, d)
increased legal, accounting and auditing fees in connection with the Company's
SEC filings e) increased amortization due to the acquisitions of CRM and CFPI,
f) costs of merging operations and building infrastructure, and g) higher
investor and public relations expenses.  Management anticipates generating
positive cash flows from operations during the third quarter of the fiscal
year ending July 31, 2001.

     NON-OPERATING INCOME (EXPENSE).  Interest expense for the three and six
month periods ended January 31, 2001 increased $51,028, or 170%, and $110,385,
or 204%, respectively, from the comparable periods in 2000.  The increase in
interest expense primarily relates to the financing of acquisitions.  Interest
expense is directly related to the level of borrowings and related interest
rates.  Interest expense is expected to increase in fiscal 2001 due to the
acquisition of CFPI that was completed in May 2000, the acquisition of CRM
that was completed in July 2000 and the possibility that the Company may
obtain third-party debt financing to fund operations and development.


     NET LOSS AND NET LOSS PER SHARE.  The net loss for the three and six
month periods ended January 31, 2001 was $1,539,492 and $3,222,163
respectively, as compared to $332,266 and $659,923, respectively, for the
comparable periods in 2000.  The basic and diluted net loss per share for the
three and six month periods ended January 31, 2001 was $0.07 and $0.14, as
compared to net loss per share of $0.02 and $0.04, respectively, for the
comparable periods in 2000.  The Company has issued options to purchase
3,838,734 shares of its common stock to employees and warrants to Swartz as of
January 31, 2001, which could potentially dilute earnings per share in the
future.

     LIQUIDITY.  Management believes that the business is somewhat seasonal,
with average number of customer contracts signed declining in the period
beginning at Thanksgiving and ending in the first week of January.  The months
of January, February and March are high productivity months which historically
have generated strong cash flow and profitable operations.  Management
anticipates that sales and profitability will increase significantly during
calendar 2001 as the upgrade and integration of products and operations are
completed and sales representatives and marketing activities are expanded.
These activities and the seasonality impact in November, December and early
January has stretched cash resources, which management plans to alleviate by
raising bridge financing until the Company generates positive cash flows from
operations and/or the Company avails itself of the equity line of credit.

     Except for the historical information contained herein, the preceding
discussion contains forward-looking statements that involve risks and
uncertainties.  Actual results could differ materially from those discussed
here.  Factors that could cause or contribute to such differences include, but
are not limited to, those discussed in this section and elsewhere herein.

                                      17
<PAGE>




                           PART II. OTHER INFORMATION

Item 1.  Legal Proceedings

     On May 26, 2000, the Federal Trade Commission ("FTC") commenced an
investigation against CRM with respect to its past (prior to our acquisition
of it) consumer trade practices involving advertising, promotions and sales.
No legal action has been filed by the FTC.  FTC staff and our counsel have
agreed to a settlement order, which has been signed by CRM (and CBSA)
anticipating FTC approval prior to the fiscal year end of July 31, 2001.  This
settlement will not have an adverse effect on the business or the Company's
financial statements.

     On September 19, 2000, the Attorney General of Minnesota and Mike Hatch
filed suit in District Court, Second Judicial District, County of Ramsey,
against CRM alleging deceptive trade practices, consumer fraud and false
advertising.  The plaintiffs in the case are seeking injunctive and other
relief.  Our legal counsel is involved in ongoing settlement discussions with
the plaintiffs in the case.  Based on these discussions management currently
anticipates that we will settle the matter by signing a cease and desist order
with no admission of liability and by possibly paying a small settlement
amount.  If settlement discussions are not successful and the case proceeds
and the plaintiffs ultimately prevail on the merits, which management and our
counsel thinks is not likely, we may be fined or other administrative action
could be taken.  Accordingly, no amounts have been accrued.

     On February 19, 2001, Mr. Wayne Gemas filed a Petition for Order
Directing Arbitration in Circuit Court, Milwaukee County, State of Wisconsin
directing us to attend court ordered arbitration pertaining to a dispute
related to our purchase of all the outstanding stock in College Bound Student-
Athletes ("CBS-Athletes"), then owned by Mr. Gemas.  Payment for the stock was
installment based and tied to certain performance thresholds of CBS-Athletes.
On February 27, 2001 we formally advised Mr. Gemas that the purchase price was
overvalued as of the purchase date, that the remaining performance thresholds
have not been met and, therefore, the corresponding performance payments are
not due, and that a return of previous payments to him may be required.
Although we believe we have meritorious defenses to the claims asserted by Mr.
Gemas, we have accounted for the full purchase price amount of this
acquisition (except for certain additional payments for incentives which Mr.
Gemas claims are due to him) and we believe that a credit on the purchase
price may be due to us if we prevail. Accordingly, no amounts have been
accrued.

     On February 23 and February 28, we terminated Wayne Gemas' consulting
agreement and Kevin Gemas' employment agreement, respectively.  On March 1,
2001, we filed suit against Mr. Wayne Gemas and Mr. Kevin Gemas in District
Court, Arapahoe County, State of Colorado, alleging breach of contract, breach
of covenant of good faith and fair dealing, breach of fiduciary duty, aiding
and abetting a breach of a fiduciary duty, civil conspiracy by the Gemas' and
requested exemplary damages, actual damages, attorneys fees and other relief
deemed proper by the Court.  Management believes that we will prevail and
accordingly no amounts have been accrued.  However, if we do not prevail on
the merits of this case, we may be required to pay damages or court fees.

                                      18
<PAGE>




     On March 1, 2001, Mr. Kevin Gemas filed suit against us in Circuit Court,
Ozaukee County, State of Wisconsin, alleging breach of executive employment
agreement and seeks money damages in the amount of $540,000.00 plus attorney
fees and other costs.  We terminated the agreement with Plaintiff pursuant to
the terms of the agreement.  We believe that we have meritorious defenses as
to the entire amount sought.  Accordingly, no amounts have been accrued.
However, if Plaintiff prevails we may be required to pay damages.

     The Company is also involved in claims, legal actions, regulatory
inquiries and interpretations arising in the ordinary course of business. and
is also the subject of investigations in the States of Kansas and Illinois.
In the opinion of management, the ultimate disposition of these matters will
not have a material adverse effect on the  Company's financial position or
results of operations.

Item 2.  Changes in Securities

     During the quarter we issued 9,600 and 684,000 shares of common stock to
Mr. Jerome Lapin in exchange for services valued at $2,400 and $85,500,
respectively.  These issuances were effective October 24, 2000 and January 11,
2001, respectively.

     During the quarter we issued 36,023, 35,313, and 658,333 shares of common
stock to Mr. John J. Grace in exchange for services valued at $4,203, $4,413,
and $82,292, respectively.  These issuances were effective November 30, 2000,
December 31, 2000 and January 11, 2001, respectively.

     During the quarter we issued 80,000 shares of common stock to Dr. Janice
Jones in exchange for services valued at $10,000.  This issuance was effective
January 11, 2001.

     During the quarter we issued 35,381 shares of common stock to Mr. Anthony
L. Shouse in exchange for services valued at $4423.  This issuance was
effective January 11, 2001.

     During the quarter we issued 25,000 shares of common stock to Mr. Harris
Ravine in exchange for services valued at $7,030.  This issuance was effective
August 9, 2000.

     During the quarter we issued an aggregate of 66,000 shares to three
individuals for the repurchase of our franchises with an aggregate value of
$16,468.

     With respect to these transactions, the Company relied on Section 4(2) of
the Securities Act of 1933, as amended.  The investors were given complete
information concerning the Company.  The appropriate restrictive legend was
placed on the certificates and stop transfer instructions were issued to the
transfer agent.





                                      19
<PAGE>






Item 3.  Defaults Upon Senior Securities

     Not Applicable.

Item 4.  Submission of Matters to a Vote of Security Holders

     Not Applicable.

Item 5.  Other Information

     None.

Item 6.  Exhibits and Reports on Form 8-K

     Exhibits:

       None.

     Reports on Form 8-K:

       None.












                               SIGNATURES


     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                 College Bound Student Alliance, Inc.



Date: March 23, 2001             By: /s/ Jerome M. Lapin
                                       Jerome M. Lapin
                                       Chief Executive Officer



Date: March 23, 2001             By: /s/ John J. Grace
                                       John J. Grace
                                       Chief Financial Officer




                                   20