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, 2003

                         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 or 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, 2003, the Registrant had 26,484,633 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 1.  Financial Statements (unaudited)

              Condensed Consolidated Balance Sheets as
                of January 31, 2003 and July 31, 2002..........................3

              Condensed Consolidated Statements of Operations,
                Three and Six Month Periods Ended January 31, 2003
                and 2002.......................................................4

              Condensed Consolidated Statements of Cash Flows,
                Six-Month Periods Ended January 31, 2003 and 2002............5-6

              Notes to Condensed Consolidated Financial Statements..........7-10

              Item 2.  Management's Discussion and Analysis of
                Financial Condition and Results of Operations..............11-17

Part II. Other Information

         Item 1.  Legal Proceedings...........................................18

         Item 2.  Changes in Securities.......................................18

         Item 3.  Defaults Upon Senior Securities.............................18

         Item 4.  Submission of Matters to a Vote of Security Holders.........18

         Item 5.  Other Information...........................................18

         Item 6.  Exhibits and Reports on Form 8-K............................18

         Item 7.  Internal and disclosure controls.........................18-19


                                       2

<PAGE>
<TABLE>
<CAPTION>
                                       ITEM I. FINANCAL STATEMENTS

                          COLLEGE BOUND STUDENT ALLIANCE, INC AND SUBSIDIARIES
                                       CONSOLIDATED BALANCE SHEETS

                                                ASSETS
                                                                                  January 31,      July 31,
                                                                                     2003            2002
                                                                                 ------------    ------------
CURRENT ASSETS
<S>                                                                              <C>             <C>
   Cash                                                                          $    742,572    $    662,457
   Accounts receivable, net of allowance for doubtful accounts of $709,768
   and $593,069 at January 31, 2003 and July 31, 2002, respectively                 3,080,405       2,767,273
   Note receivable from financing                                                     388,350         319,955
   Inventory                                                                           88,631          95,476
   Deferred customer contract expenses                                                585,976         836,851
   Other current assets                                                               134,378          38,746
                                                                                 ------------    ------------
         Total Current Assets                                                       5,020,312       4,720,758

   Property and equipment, net of accumulated depreciation                            304,914         363,917
   Intangible and other assets, net of accumulated amortization
      of $1,054,647 and $977,366 at January 31, 2003 and July 31, 2002,
      respectively                                                                  2,140,870       2,218,151
   Other assets                                                                        20,983          29,934
                                                                                 ------------    ------------
         Total Assets                                                            $  7,487,079    $  7,332,760
                                                                                 ============    ============

                     LIABILITIES AND STOCKHOLERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
   Notes payable- finance companies                                              $  2,162,166    $  1,941,396
   Current maturities on long-term obligations                                        434,728         583,919
   Current maturities of long-term obligations - related parties                      494,604         291,459
   Accounts payable                                                                 1,791,025       1,517,345
   Accrued liabilities                                                                794,108         784,221
   Deferred revenue                                                                 2,603,908       3,011,301
                                                                                 ------------    ------------
         Total Current Liabilities                                                  8,280,539       8,129,641

LONG-TERM LIABILITIES
   Deferred rent                                                                      434,986         482,987
   Long-term obligations, less current mauturities                                  1,534,355       1,644,098
   Long-term obligations to related parties, less current maturities                  288,533         415,862
                                                                                 ------------    ------------
         Total Long- Term Liabilities                                               2,257,874       2,542,947
                                                                                 ------------    ------------
            Total Liabilities                                                      10,538,413      10,672,588

COMMITMENTS AND CONTINGENCIES (Note 3)

STOCKHOLDERS' EQUITY (DEFICIT):
   Preferred stock, $.001 par value, 10,000,000 shares authorized
      none issued or outstanding                                                         --              --
   Common stock, $.001 par value, 40,000,000 shares authorized: 28,509,633
      issued and 26,509,633 shares issued and outstanding at January 31, 2003,
      and 28,575,794 shares issued and 26,575,794 issued and outstanding at
      July 31, 2002                                                                    26,510          26,576
   Additional paid-in capital                                                       3,942,697       3,950,530
   Accumulated deficit                                                             (7,020,541)     (7,316,934)
                                                                                 ------------    ------------
            Total stockholders' deficit                                            (3,051,334)     (3,339,828)
                                                                                 ------------    ------------
            Total liabilities and stockholders' deficit                          $  7,487,079    $  7,332,760
                                                                                 ============    ============

                      See accompanying notes to consolidated financial statements.

                                                   3
<PAGE>

                          COLLEGE BOUND STUDENT ALLIANCE, INC. AND SUBSIDIARIES

                                  CONSOLIDATED STATEMENTS OF OPERATIONS

                                   FOR THE QUARTERS ENDED JANUARY 31,



                                                    Six Months Ended              Three Months Ended
                                                  2003           2002            2003           2002
                                              ------------   ------------    ------------   ------------
Revenue:
   Student services                           $  9,168,953   $  5,107,097    $  5,516,450   $  2,725,209

Cost of student services                         1,371,961      1,017,478         729,194        511,919
Sales and marketing expense                      4,477,607      2,635,529       2,505,059      1,218,453
                                              ------------   ------------    ------------   ------------
      Gross profit                               3,319,385      1,454,090       2,282,197        994,837

General and administrative expenses              2,044,430      1,909,844       1,110,382        882,730
Depreciation and amortization                      158,229        254,015          84,695        132,903
Bad debt expense                                   775,437        182,202         527,297        106,142
                                              ------------   ------------    ------------   ------------
      Income (Loss) from operations                341,289       (891,971)        559,823       (126,938)

Gain on unused contracts                            18,533           --             1,564           --
Net Interest income (expense)                      (63,429)       (64,274)        (60,284)       (29,740)
                                              ------------   ------------    ------------   ------------
      Net income (loss)                       $    296,393   $   (956,245)   $    501,103   $   (156,678)
                                              ============   ============    ============   ============


Net income (loss) per share attributable to
common stockholders - basic and diluted       $       0.01   $      (0.04)   $       0.02   $      (0.01)
                                              ============   ============    ============   ============

Weighted average number of common shares
outstanding basic and diluted                   26,569,493     24,553,934      26,499,404     24,556,868
                                              ============   ============    ============   ============




                      See accompanying notes to consolidated financial statements.

                                                    4
<PAGE>

                          COLLEGE BOUND STUDENT ALLIANCE, INC. AND SUBSIDIARIES

                                  CONSOLIDATED STATEMENTS OF CASH FLOWS

                               FOR THE SIX MONTH PERIODS ENDED JANUARY 31,


                                                                                     2003           2002
                                                                                 -----------    -----------

Cash flows from operating activities:
   Net income (loss)                                                             $   296,393    $  (956,245)
   Adjustments to reconcile net loss to net cash used in operating activities:
      Provision for doubtful accounts                                                775,437        182,202
      Depreciation and amortization                                                  149,054        254,015
      Issuance of common stock for director and employee compensation                  7,000          5,000
      Issuance of common stock for purchase of franchise                                --            3,600
      Issuance of common stock for services to third parties
      Deferred compensation and royalties to related parties                          97,084        151,321
      Issuance of common stock for services to third parties                           8,051         19,380
      Gain on unused contracts                                                       (18,533)
      Deferred license fees, net                                                     (48,000)       164,330
      Non-cash stock cancellations                                                   (22,950)       (53,064)
   Changes in operating assets and liabilities:
      Accounts receivable                                                         (1,088,569)    (1,332,752)
      Inventory                                                                        6,845          3,612
      Deferred customer contract expense                                             250,875       (314,147)
      Accounts payable                                                               273,680        247,925
      Accrued liabilities                                                              9,887       (192,475)
      Deferred revenue                                                              (388,860)     1,206,822
      Other                                                                          (62,474)       (20,127)
                                                                                 -----------    -----------

         Net cash provided by (used in) operating activities                         244,920       (630,603)
                                                                                 -----------    -----------

Cash flows from investing activities:
   Purchase of property and equipment                                                (12,770)       (50,786)
                                                                                 -----------    -----------

Net cash used in investing activities                                                (12,770)       (50,786)
                                                                                 -----------    -----------

                                              (continued)


                      See accompanying notes to consolidated financial statements.

                                                   5
<PAGE>

              COLLEGE BOUND STUDENT ALLIANCE, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                   FOR THE SIX MONTH PERIODS ENDED JANUARY 31,


                                                         2003           2002
                                                      -----------    -----------
Cash flows from financing activities:
   Proceeds from financing of contracts                 2,431,459      2,683,144
   Payments on financial contracts                     (2,210,690)    (1,686,068)
   Amounts due from financial contract                    (68,394)      (178,456)
   Proceeds from long term obligations                       --           36,767
   Payments on long term obligations                     (283,142)      (116,883)
   Payments on long term obligations - related parties    (21,268)       (36,672)
                                                      -----------    -----------

Net cash provided by financing activities                (152,035)       701,832
                                                      -----------    -----------

Net increase (decrease) in cash                            80,115         20,443

Cash at the beginning of the period                       662,457        453,337
                                                      -----------    -----------

Cash at the end of the period                         $   742,572    $   473,780
                                                      ===========    ===========


Supplemental disclosure of cash flow information-

Cash paid during the period for interest              $   205,413    $   231,363
                                                      ===========    ===========




          See accompanying notes to consolidated financial statements.

                                        6
</TABLE>
<PAGE>

                      COLLEGE BOUND STUDENT ALLIANCE, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                          January 31, 2003 (Unaudited)


(1)  Description of Business

     College Bound Student Alliance, Inc. and subsidiaries (the "Company")
provides products and services to high school students, and their parents, who
are interested in entering college. This is the Company's only business segment.
The Company offers assistance to its customers in career planning, college field
of study selection, college selection, college entrance testing, searches for
merit awards and financial aid. The Company markets its products through weekend
workshops held throughout the United States and through a direct sales force.
The majority of its products and services are sold as a bundled package entitled
the "College Action Plan" (CAP). Customers, typically the parents of high school
students, purchase the CAP either by making a check or credit card payment or by
installment note. Delivery of products and services takes the form of printed
materials, videocassettes, and test preparation, college major and career
assessment software and databases accessed through CD-ROM or the Internet. The
Company's principal production facilities are located in the Dallas/Fort Worth
metroplex, and it has an office in Orange County, California and is
headquartered in Lakewood, Colorado.

     The consolidated financial statements include the financial statements of
the Company and its wholly owned subsidiaries: College Bound Student Alliance,
Inc., College Foundation Planners, Inc., and The College Partnership, Inc. All
inter-company balances and transactions have been eliminated in consolidation.


(2)  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, 2002.

     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, 2003 and July 31,2002, and the results of operations and
cash flows for each of the six and three-month periods ended January 31, 2003
and 2002.

     The operating results for the six and three-month periods ended January 31,
2003 may not be indicative of the results that may be expected for the year
ending July 31, 2003. Certain reclassifications have been made to the six and
three-month periods ended January 31, 2002 financial information to be
consistent with the six and three-month periods ended January 31, 2003. Such
reclassifications had no effect on net loss for the periods ended January 31,
2002.

                                       7
<PAGE>

                      COLLEGE BOUND STUDENT ALLIANCE, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                          January 31, 2003 (Unaudited)


Recent Pronouncements - In June 2001, the Financial Accounting Standards Board
("FASB") issued SFAS No. 141 "Business Combinations" and No. 142 "Goodwill and
Other Intangible Assets." SFAS 141 requires all business combinations initiated
after June 30, 2001 to be accounted for under the purchase method. For all
business combinations for which the date of acquisition is after June 30, 2001,
SFAS 141 also establishes specific criteria for the recognition of intangible
assets separately from goodwill and requires unallocated negative goodwill to be
written off immediately as an extraordinary gain, rather than deferred and
amortized. SFAS 142 changes the accounting for goodwill and other intangible
assets after an acquisition. The most significant changes made by SFAS 142 are:
1) goodwill and intangible assets with indefinite lives will no longer be
amortized; 2) goodwill and intangible assets with indefinite lives must be
tested for impairment at least annually; and 3) the amortization period for
intangible assets with finite lives will no longer be limited to forty years. As
of August 1, 2002 the Company adopted SFAS No. 141 and 142. During the second
quarter of fiscal 2003, the Company had its goodwill appraised by an independent
third party and it was concluded that there has been no impairment. Had the
Company adopted SFAS No. 142 in fiscal 2002, pro-forma amortization expense for
the six months ended January 31, 2002 would have been reduced by $67,000, net
loss reduced from $956,245 to $889,245, and pro-forma loss per share would have
been $0.04.

     In June 2001, the FASB also approved for issuance SFAS 143 "Asset
Retirement Obligations." SFAS 143 establishes accounting requirements for
retirement obligations associated with tangible long-lived assets. The adoption
of this statement is not expected to have a material effect on the Company's
financial position, results of operations, or cash flows.

     In July 2002, the FASB issued SFAS No. 146, "Accounting for Costs
Associated with Exit or Disposal Activities". SFAS 146 requires companies to
recognize costs associated with exit or disposal activities when they are
incurred rather than at the date of a commitment to an exit or disposal plan.
Examples of costs covered by SFAS 146 include lease termination costs and
certain employee severance costs that are associated with a restructuring,
discontinued operation, plant closing, or other exit or disposal activity. SFAS
146 is to be applied prospectively to exit or disposal activities initiated
after December 31, 2002. The adoption of SFAS 146 is not expected to have a
material effect on the Company's financial position or results of its
operations.

                                       8

<PAGE>


                      COLLEGE BOUND STUDENT ALLIANCE, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                          January 31, 2003 (Unaudited)


(3)  Liquidity

     The Company reported a profit of $296,393 and $501,103 for the six and
three months ended January 31, 2003. For the last two quarters of fiscal 2002,
the Company had profitable operations. The loss in the first quarter of fiscal
2003 was partially due to a change in product delivery policies and increased
direct mailing costs that will benefit future periods.

     The Company is seeking alternative senior debt, subordinated debt and/or
equity financing. While there is no guarantee the Company will be successful in
attracting such investment, management believes the majority of reorganization
costs are behind it, the Company is improving its operating results, sales are
improving and the fundamentals of its business are strong, which management
believes all present an attractive investment vehicle with growth potential.
Management believes the terms and conditions of alternative financing on senior
debt to be better than the existing credit facility.

     In February 2002, the Company completed financial obligation restructuring
negotiations with a stockholder and lessor that hold approximately $1,600,000 in
presently outstanding notes payable from the Company and a lease for its
operating system. The terms of the restructuring are contingent upon the Company
obtaining financing.

     Under terms of the restructuring, the note holder agreed to accept
$1,250,000 in full settlement of the notes and to return 2 million shares of the
Company's common stock held by the note holder. In addition, the lessor has
agreed to accept $500,000 in full payment for the lease of the Company's
operating system that previously required payments totaling approximately $1.5
million in lease and buy out payments over the lease's term through July 29,
2004. This will also allow the Company to eliminate approximately $500,000 in
accrued operating rent expense for the operating system.

     The note holder and lessor also agreed to reduce the Company's aggregate
payments under the note and obligations from approximately $85,000 per month, to
$22,000 per month, through November 1, 2002. In October 2002, the term of the
restructuring was extended for an additional six months in exchange for the
Company paying a monthly $25,000 fee to the note holder. During the three months
ended January 31, 2003, $75,000 was paid and recorded to interest expense. If
the financing cannot be obtained, the noteholder has agreed to revise the
operating system lease to $10 per CAP delivered with such payments being applied
to a $1,500,000 purchase price on the operating system. In addition, the annual
interest rates on the other outstanding notes will be reduced to 4%.

                                       9

<PAGE>


                      COLLEGE BOUND STUDENT ALLIANCE, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                          January 31, 2003 (Unaudited)


(4)  Revenue Recognition

     The Company recognizes revenue as the services are performed and the
products are delivered. Deferred revenue is recorded for cash received in
advance for services or products the Company is obligated to perform or provide.

     Revenue is recognized consistent with Staff Accounting Bulletin No. 101
(SAB 101). In January 2001, the Company introduced a new customer product to
enhance its services and has continued to improve upon this product through 2001
and 2002. This product contains multiple elements that are distinguishable and
are not dependent upon each other. These products currently account for a
substantial portion of the Company's revenue. The new customer contracts
obligate the Company to deliver a product called The College Action Plan (TM)
("CAP"). Upon delivery of the CAP, the Company recognizes revenue. Up until May
2002, the delivery of the CAP was contingent upon the customer returning a
completed detailed questionnaire. Beginning May 2002, we introduced a new CAP
that allows us to deliver 75% of our product and services prior to receiving the
completed detailed questionnaire. Therefore, 75% of each customer contract's
multiple elements are now satisfied within a short period of time after the
contract is executed and 75% of the revenue related to each contract is
recognized at that time. The remaining 25% of the revenue from those contracts
is deferred until the customer returns the questionnaire and we fulfill our
final obligation or until we can determine that the contract will become unused.

     Prior to January 1, 2001, the Company entered into the multiple
deliverables contracts, which included a service component that was
contractually available over the one-year contract period. Revenue, therefore
was recognized over the one-year period for these contracts.

     Direct and incremental costs in acquiring contracts are deferred and
recognized over the contract period for multiple deliverables contracts and upon
delivery of the CAP for the new contracts.

     Finance income on installment contracts is recognized net of related
interest expense over the contract period.


(5)  Cost of Sales

     A substantial portion of the Company's costs directly relating to sales is
its marketing costs, which include direct mailings to solicit potential
customers of its products to attend its educational seminars regarding college
financial aid and admissions. Management considers such marketing cost to be
directly related to sales and therefore has included such costs in cost of
sales. However, a portion of such costs is expected to benefit future periods.

                                       10

<PAGE>


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL ONDITION AND
         RESULTS OF OPERATIONS


     The following Management's Discussion and Analysis of Consolidated
Financial Condition and Results of Consolidated Operations, as well as
information contained elsewhere in this Report, contain statements that
constitute "forward-looking statements" within the meaning of Section 27A of the
Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934.
These statements include statements regarding the intent, belief or current
expectations of us, our directors or our officers with respect to, among other
things: anticipated financial or operating results, financial projections,
business prospects, future product performance and other matters that are not
historical facts. The success of our business operations is dependent on factors
such as the impact of competitive products, product development,
commercialization and technology difficulties, the results of financing efforts
and the effectiveness of our marketing strategies, general competitive and
economic conditions. Forward-looking statements are not guarantees of future
performance and involve risks and uncertainties. Actual results may differ
materially from those projected in the forward-looking statements as a result of
various factors, including those described under "Factors Affecting Our Business
and Prospects" below.

     We acquired three companies over the sixteen-month period ended July 31,
2000, two of which were in the last quarter of fiscal 2000. Therefore, fiscal
2001 and 2002 were years of integration of these businesses and of great
transition. Considerable effort and resources were expended during fiscal 2001
and in the first half of fiscal 2002 on consolidating operations, realigning our
product lines and our sales organization, developing marketing strategies,
improving and expanding our products and services, cutting costs, expanding our
sales force, identifying and implementing efficiencies and expanding our
infrastructure.

     As discussed below, we recently modified and improved our CAP product and
commenced delivery of the new CAP in May 2002. These changes, in addition to
enabling us to deliver a substantial portion of our CAP products and services to
our customers earlier, are expected to improve customer satisfaction, the return
rate of the completed questionnaires, collections and our customer's ability to
use our product and services. In addition, revenue recognition resulting from
the earlier delivery of such products will more closely match our revenues with
expenses.

     Effective March 14, 2003, the Chairman of the Board of Directors resigned
for personal reasons.

Significant Accounting Policies

     The discussion and analysis of our financial condition and results of
operations are based on the consolidated financial statements that have been
prepared in accordance with accounting principles generally accepted in the
United States. The preparation of these financial statements requires estimates
and assumptions that affect the reported amounts and disclosures.

     We believe the following, among others, to be our significant accounting
policies. That is, the following accounting policies are both important to the
portrayal of our financial condition and results of operations, and also require
critical management judgments and estimates about matters that are inherently
uncertain. Although we believe our judgments and estimates are appropriate and
correct, actual future results may differ from our estimates.

                                       11

<PAGE>

     Revenue is recognized consistent with Staff Accounting Bulletin No. 101
(SAB 101). For customer agreements that require multiple deliverables and the
fair value of the deliverables is not determinable, revenue is recognized over
the service period on a straight-line basis. Prior to January 1, 2001, we
entered into multiple deliverables contracts, which included a service component
that was contractually available over the one-year contract period. Revenue,
therefore, was recognized over the one-year period for these contracts.

     Effective January 1, 2001, we introduced a new customer product to enhance
our service and product offerings--The College Action Plan(TM), or CAP. Prior to
May 2002, however, we continued to deliver the CAP product as one complete unit
that contained multiple deliverable elements, including a customized college
selection matching report. Accordingly, from January 1, 2001 through April 30,
2002, the timing of deliveries of our CAP products and the recognition of
revenue continued to be largely influenced by the date we received the customer
questionnaire required to create this customized report. Historically, over 80%
of our customers who return their questionnaire do so within 90 days after
contract signing, at which time we recognized 100% of the CAP contract revenue.

     Commencing May 2002, we began to deliver the majority of the CAP
deliverables shortly after the contract execution and delivery of the customized
college selection matching report separately as it requires the customer to
provide us with a completed questionnaire. Therefore, beginning in May 2002 we
began recognizing 75% of the revenue received under the CAP agreements when the
CAP products and services, excluding the customized report, were delivered. We
recognize the remaining 25% of revenue upon delivery of the customized report.
Under our new CAP delivery process we generally recognize 75% of our revenues
within 60 days of the agreement execution date.

     Customers continue to 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 or in thirteen equal monthly installments. Customers have the
right to cancel the contract for a full refund within three days of contract
signing. The initial down payment amounts received under contracts are not
recorded until the three-day refund period has expired.

     Deferred revenue is recorded for cash received in advance for products and
services the Company is obligated to provide. Cash collections are directly
related to the number of customer contracts signed not to the amount of revenue
recognized in the period.

     Approximately 80% of our direct costs are incurred before or within two
weeks from the time a customer enters into a contract with us. Approximately 32%
of these direct costs are deferred to be expensed along with the related revenue
recognized upon shipment of the products as discussed above. Direct workshop
marketing costs, which are included in cost of sales in the statements of
operations, are expensed prior to delivering the products to customers. These
costs include obtaining potential customer lists, invitations to customers,
postage, travel and marketing representative fees. For the contracts included in
deferred revenue, these costs have already been expensed. After the customer
signs the contract the remaining service to fulfill our contractual obligation
include producing the CAP and continuing support. Accordingly, the timing in the
recording of marketing expense has occurred prior to the recognition of related
revenue. Management is currently investigating whether a substantial portion of
the Company's marketing expense is better characterized as
"direct-response-advertising." In which event, under generally accepted
accounting principles, such direct-response advertising costs can be deferred
and recorded as an expense in direct correlation to the related revenue. If
management determines these costs should be deferred and the associated deferred
asset is realizable, then the Company will adopt this change, as management
believes this will provide a better matching of revenue with expense. The
change, if adopted, will result in a significant one time adjustment to net
income as a change in accounting principle; as marketing expenses continue to
increase, it would reduce marketing expense in relation to revenue; and result
in an increase in stockholders' equity. Depending upon the Company's completing
of its review of these costs, this change could be adopted as early as the next
quarter. In any event, the matter will be fully investigated and resolved prior
to the Company's year end.

                                       12
<PAGE>

     The recurring revenues earned from unused contracts is recorded below
profit from operations as a gain net of related deferred commission expenses.
These gains are recognized because historically 30% of our customers never
complete the questionnaire and don't use a substantial portion of the product,
although the Company is contractually entitled to the revenue. Beginning in the
quarter ended April 30, 2002, we had obtained sufficient historical experience
to begin to recognize into income the deferred revenue (net of the related
deferred expense) of these unused contracts. Our historical experience indicates
that we begin to recognize this income and related expense relating to unused
contracts over the period of time beginning in the second half of the student's
senior year, when most college applications are finalized and the need for our
services diminish.

     Intangible and other assets consist primarily of intangible assets and
recruiting systems technology acquired in business combinations. Intangible
assets and recruiting systems technology, which represent the excess of purchase
price over fair value of net assets acquired, are amortized on a straight-line
basis over 10 years. We assess the recoverability of intangible assets by
determining whether the amortization of the intangible asset balance over its
remaining life can be recovered through undiscounted future operating cash flows
of the acquired operation. The amount of impairment, if any, is measured based
on projected discounted future operating cash flows using a discount rate
reflecting our average cost of funds. The assessment of the recoverability of
intangible assets will be impacted if estimated future operating cash flows are
not achieved.


FINANCIAL CONDITION AS OF JANUARY 31, 2003 AS COMPARED TO JULY 31, 2002

     Total assets have increased from $7,332,760 at July 31, 2002 to $7,487,079,
a change of $154,319, at January 31, 2003. This increase was primarily due to an
$80,115 higher cash balance, an increase in accounts receivable and notes
receivable from financing of receivables of $381,527, and an increase in other
assets of $86,681. These increases were partially offset by a decrease in
expenses incurred relating to contracts not shipped of $250,875, a decrease in
inventory, and an increase in accumulated depreciation and amortization expense.

     Total liabilities decreased from $10,672,588 at July 31, 2002 to
$10,538,413 at January 31, 2003. Current liabilities increased from $8,129,641
at July 31, 2002 to $8,280,539 at January 31, 2003. The increase in current
liabilities is primarily a result of: a $220,770 increase in notes payable to
finance companies and a net increase in accounts payable, accrued liabilities
and notes payable totaling $337,521; net of a decrease of $407,393 of receipts
of cash for customer contracts prior to delivery of the services during the six
months ended January 31, 2003.

     Stockholders' deficit decreased from a deficit of $3,339,828 at July 31,
2002 to a deficit of $3,051,334 at January 31, 2003 primarily because of the net
income realized during the six-month period ended January 31, 2003.

     As of January 31, 2003 the Company had a working capital deficit of
$3,260,227. Management plans to manage the deficit through decreasing costs,
increasing the number of units delivered and continuing to increase the number
of contracts sold. The Company will also pursue senior and subordinated debt,
along with equity financing to fund basic operations and further expansion.

                                       13
<PAGE>

RESULTS OF OPERATIONS: SIX-MONTH PERIOD ENDED JANUARY 31, 2003 VERSUS
JANUARY 31, 2002

     GENERAL. Commencing May 2002, we began to deliver the majority of the CAP
deliverables shortly after the contract execution and delivery of the customized
college selection matching report separately as it requires the customer to
provide us with a completed questionnaire. Therefore, beginning in May 2002 we
began recognizing 75% of the revenue received under the CAP agreements when the
CAP products and services, excluding the customized report, were delivered. We
recognize the remaining 25% of revenue upon delivery of the customized report.
Under our new CAP delivery process we generally recognize 75% of our revenues
within 60 days of the agreement execution date, whether the questionnaire is
submitted or not. For contracts sold from January 1, 2001 through April 2002,
revenue was recognized after the CAP was delivered which required the customer
to return their completed questionnaire. Customers continue to 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 or in thirteen equal
monthly installments. Customers have the right to cancel the contract for a full
refund within three days of contract signing. Amounts received under contracts
are not recorded until the three-day refund period has expired.

     Deferred revenue is recorded for cash received in advance for products and
services the Company is obligated to provide. Direct workshop marketing costs,
which are included in sales and marketing costs in the statements 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 and they represent approximately 30% of the
revenue produced. For the contracts included in deferred revenue, these costs
have already been expensed. After the customer signs the contract, the remaining
services to fulfill the Company's contractual obligation include producing the
CAP and continuing support as discussed below.

     REVENUE. For the six-month period ending January 31, 2003, the Company
signed 7,991 customer contracts, net of cancellations, which are 44% higher than
the number signed for the same period last year due to improved sales and
marketing methods implemented in May 2002. Customer contracts result in student
service revenue being recognized upon delivery of the CAP for the new contracts.

     Student services revenue increased $4,061,856 or 80% and $2,791,241 or 102%
for the six and three-month period ended January 31, 2003 to $9,168,953 and
$5,516,450, respectively from $5,107,097 and $2,725,209 for the comparable
periods in 2002, primarily as a result of higher unit sales from an expanding
number of workshops held, a higher unit sales price on an improved product and
the revenue recognition issues described above.

     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, improving its direct marketing campaigns, expanding and
upgrading the number of sales representatives, further developing the workshop
program and designing an effective internet commerce site. While we've been
successful in recent implementation of some of these projects, the Company's
continuing 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.

                                       14
<PAGE>

     COST OF STUDENT SERVICES. Cost of student services increased by $354,483 or
35% and $217,275 or 42% for the six and three months ended January 31, 2003 as
compared to the same periods in the prior year. This was due to a higher number
of unit shipments partially offset by lower costs.

     SALES AND MARKETING EXPENSES. Sales and marketing expenses increased by
$1,842,078 or 70% and $1,286,606 or 106% for the six and three-month periods
ended January 31, 2003 as compared to the same period in the prior year. This
increase is in proportion to the increases in sales over the same periods of
time. The increases represent higher commission costs along with higher
marketing costs for the direct mail campaigns.

     OPERATING EXPENSES. General and administrative expenses increased $134,586
or 7% and 227,652 or 26% and for the six and three-month periods ended January
31, 2003 from the comparable period in the prior fiscal year. The increase was
due to higher administrative costs to support the increased sales, sales and
marketing expenses and cost of student services.

     DEPRECIATION AND AMORTIZATION. Depreciation and amortization decreased
$95,786 or 38% and $48,208 or 36% for the six and three-month periods ended
January 31, 2003, respectively, as compared to the same period in the prior
fiscal year as goodwill is no longer being amortized pursuant to implementation
of SFAS No. 142. The depreciation and amortization is primarily due to the
acquisition of TCP, CFPI and CBS-Athletes since their acquisitions resulted in
intangible assets valued at $2,140,870 at January 31, 2003, net of accumulated
amortization of $1,054,647. These assets are generally being amortized over a
10-year period.

     BAD DEBT EXPENSE. Bad debt expense increased $593,235 or 326% and $421,155
or 397% for the six and three-month periods ended January 31, 2003,
respectively, as compared to the same periods in the prior fiscal year. The
increase in bad debt expense is due to higher sales and continued refinement in
the Company's bad debt estimation process as a result of greater history with
its current product.

     OPERATING INCOME (LOSS). We reported operating income of $341,289 and
$559,823, for the six and three-month periods ended January 31, 2003,
respectively, as compared to operating losses of $891,971 and $126,938 for the
same periods in the prior fiscal year. The change from operating loss to
operating income for the six and three-month periods is primarily attributable
to improved sales and higher gross profits being realized on increased student
service revenues.

     NON-OPERATING INCOME (EXPENSE). The recurring gain from unused contracts of
$18,533 and $1,564 for the three and six months ended January 31, 2003
represents the reduction in the deferred revenue, net of the reduction in the
deferred expenses, for contracts that will never be used.

     NET INTEREST INCOME (EXPENSE). We reported net interest expense of $63,429
and $60,284 for the six and three-month periods ended January 31, 2003,
respectively, as compared to $64,274 and $29,740 for the same periods in the
prior fiscal year. During the three-month period ended January 31, 2003, we paid
$75,000 in fees to extend a debt restructuring agreement as described in Note 3.
Without the effects of this charge, net interest expense would have decreased by
$75,845 and $44,456, for the six and three-month periods ended January 31, 2003
from the same periods in 2002, respectively. The change in net interest expense,
excluding the $75,000 charge, was due to finance fees earned on installment
contracts exceeding interest expense paid to finance companies, partially due to
improved financing terms.

     As of January 31, 2003 there is $566,000 of deferred revenue and $129,000
of related deferred expenses associated with high school seniors who will be
graduating in May 2003. This represents the amount paid for unused and partially
used contracts where revenue has not been recognized. It continues to be our
experience that our services are no longer needed for these graduating seniors
beginning in the second semester of their final year in high school. Portions of

                                       15
<PAGE>

our product are anticipated to be sent to selected customers in the second and
third fiscal quarters, and the balance of the unused contracts will be
recognized as gain on unused contracts in January through May of 2003.

     NET INCOME (LOSS) AND NET INCOME (LOSS) PER SHARE ATTRIBUTABLE TO COMMON
STOCKHOLDERS. The Company reported net income of $296,393 and $501,103 for the
six and three-month periods ended January 31, 2003, compared to net loss of
$956,245 and $156,678 for the comparable periods in the prior fiscal year. The
change from net losses for the six and three-month periods ended January 31,
2002 to net income for the six and three-month periods ended January 31, 2003 is
due to increased revenues and improved cost efficiencies. The basic and diluted
income per share attributable to common stockholders for the six and three-month
periods ended January 31, 2003 was $0.01 and $0.02, respectively, compared to
net loss per share $0.04 and $0.01 for the comparable periods in the prior
fiscal year. Basic and diluted earnings per share for the six and three-month
periods ended January 31, 2003 are the same as the exercise price of outstanding
options exceeded the trading price of the Company's common stock.

     LIQUIDITY. Our primary sources of liquidity and capital resources
historically have been sales to customers, borrowings, sales of our equity
securities, and financing of our receivables. Cash used for payment of operating
costs has offset these sources of cash flow.

     The Company has sustained profitable operations of $1,214,939 for the
twelve-month period ended January 31, 2003. Prior to that time, substantial
losses were incurred in fiscal 2001 and into the first two quarters of fiscal
2002. During fiscal 2002, the Company incurred a loss of $398,431 compared to a
loss of $4,010,901 in fiscal 2001. The substantial losses incurred in fiscal
2001 and into the first two quarters of fiscal 2002 can be attributed to
revamping and improving product lines and its marketing organization;
consolidating the operations of its acquired companies; and investing in
expansion of its operations and infrastructure. These activities consumed
considerable focus and resulted in significant losses. During fiscal 2002, while
losses continued into the first two quarters, the Company reported profits in
the last two quarters of fiscal 2002. The Company expects to continue to fund
its operations through profits and the financing of its on and off balance sheet
contracts.

     The Company is seeking alternative senior debt, subordinated debt and/or
equity financing. While there is no guarantee the Company will be successful in
attracting such investment, management believes the majority of reorganization
costs are behind it, the Company has now achieved profitable operation, sales
are improving and the fundamentals of its business are strong, which management
believes all present an attractive investment vehicle with growth potential.
Management believes the terms and conditions of alternative financing on senior
debt would be better than existing credit facilities.

     In February 2002, the Company completed financial obligation restructuring
negotiations with a stockholder and lessor that hold approximately $1,600,000 in
presently outstanding notes payable from the Company and a lease for its
operating system. The terms of the restructuring are contingent upon the Company
obtaining financing.

     Under terms of the restructuring, the note holder agreed to accept
$1,250,000 in full settlement of the notes and to return 2 million shares of the
Company's common stock held by the note holder. In addition, the lessor has
agreed to accept $500,000 in full payment for the lease of the Company's
operating system that previously required payments totaling approximately $1.5
million in lease and buy out payments over the lease's term through July 29,
2004. This will also allow the Company to eliminate approximately $500,000 in
previously accrued operating rent expense for the operating system.

                                       16

<PAGE>


     The note holder and lessor also agreed to reduce the Company's aggregate
payments under the note and lease obligations from approximately $85,000 per
month, to $22,000 per month, through November 1, 2002. In October 2002, the term
of the restructuring was extended for an additional six months in exchange for
the Company paying a monthly $25,000 fee to the note holder. If the financing
cannot be obtained, the noteholder has agreed to revise the operating system
lease to $10 per CAP delivered with such payments being applied to a $1,500,000
purchase price on the operating system. In addition, the annual interest rates
on the other outstanding notes will be reduced to 4%.














                                       17

<PAGE>


                           PART II. OTHER INFORMATION

Item 1.  Legal Proceedings

         None


Item 2.  Changes in Securities

         The Company issued 15,000 shares for professional services valued at
$3,150.

         The Company issued 25,000 shares to a director for fees valued at
$4,000.

         During the quarter, 1,996 shares of common stock held in the Company's
name were canceled and returned to unissued shares.


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


Item 7.  Controls and Procedures

(a) Evaluation of disclosure controls and procedures.

         John Grace, who serves as the Company's chief financial officer, after
evaluating the effectiveness of the Company's disclosure controls and procedures
(as defined in Exchange Act Rules 13a-14(c) and 15d-14(c) as of a date within 90
days of the filing date of the quarterly report (the "Evaluation Date")

                                       18

<PAGE>


concluded that as of the Evaluation Date, the Company's disclosure controls and
procedures were adequate and effective to ensure that material information
relating to the Company and its consolidated subsidiaries would be made known to
them by individuals within those entities, particularly during the period in
which this quarterly report was being prepared.

(b) Changes in internal controls.

         There were no significant changes in the Company's internal controls or
in other factors that could significantly affect the Company's disclosure
controls and procedures subsequent to the Evaluation Date, nor any significant
deficiencies or material weaknesses in such disclosure controls and procedures
requiring corrective actions. As a result, no corrective actions were taken.


















                                       19

<PAGE>


                                   SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Form 10-QSB to be signed on its behalf by the
undersigned, thereunto duly authorized.


                                            College Bound Student Alliance, Inc.



Date: March 17, 2003                        By:  /s/  Douglas C. Rother
                                               --------------------------------
                                                      Douglas C. Rother
                                                      Chief Executive Officer



Date: March 17, 2003                        By:  /s/  John J. Grace
                                               --------------------------------
                                                      John J. Grace
                                                      Chief Financial Officer



















                                       20

<PAGE>


I Douglas C. Rother, certify that:

     1.   I have reviewed this quarterly report on Form 10-Q of College Bound
          Student Alliance, Inc.

     2.   Based on my knowledge, this quarterly report does not contain any
          untrue statement of a material fact or omit to state a material fact
          necessary to make the statements made, in light of the circumstances
          under which such statements were made, not misleading with respect to
          the period covered by this quarterly report.

     3.   Based on my knowledge, the financial statements, and other financial
          information included in this quarterly report, fairly present in all
          material respects the financial condition, results of operations and
          cash flows of the registrant as of, and for, the periods presented in
          this quarterly report:

     4.   The registrant's other certifying officers and I are responsible for
          establishing and maintaining disclosure controls and procedures (as
          defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
          and we have:

          a.   designed such disclosure controls and procedures to ensure that
               material information relating to the registrant, including its
               consolidated subsidiaries, is made known to us by others within
               those entities, particularly during the period in which this
               quarterly report is being prepared;

          b.   evaluated the effectiveness of the registrant's disclosure
               controls and procedures as of a date within 90 days prior to the
               filing date of this quarterly report (the "Evaluation Date"); and

          c.   presented in this quarterly report our conclusions about the
               effectiveness of the disclosure controls and procedures based on
               our evaluation as of the Evaluation Date;

     5.   The registrant's other certifying officers and I have disclosed, based
          on our most recent evaluation, to the registrant's auditors and the
          audit committee of registrant's board of directors (or persons
          performing the equivalent function);

          a.   all significant deficiencies in the design or operation of
               internal controls which could adversely affect the registrant's
               ability to record, process, summarize and report financial data
               and have identified for the registrant's auditors any material
               weaknesses in internal controls; and

          b.   any fraud, whether or not material, that involves management or
               other employees who have a significant role in the registrant's
               internal controls; and

     6.   The registrant's other certifying officers and I have indicated in
          this quarterly report whether or not there were significant changes in
          internal controls or in other factors that could significantly affect
          internal controls subsequent to the date of our most recent
          evaluation, including any corrective actions with regard to
          significant deficiencies and material weaknesses.

          March 17, 2003

          By:  /s/  Douglas C. Rother
             --------------------------
                    Douglas C. Rother
                    Chief Executive Officer

                                       21
<PAGE>


I, John J. Grace, certify that:


     1.   I have reviewed this quarterly report on Form 10-Q of College Bound
          Student Alliance, Inc.

     2.   Based on my knowledge, this quarterly report does not contain any
          untrue statement of a material fact or omit to state a material fact
          necessary to make the statements made, in light of the circumstances
          under which such statements were made, not misleading with respect to
          the period covered by this quarterly report.

     3.   Based on my knowledge, the financial statements, and other financial
          information included in this quarterly report, fairly present in all
          material respects the financial condition, results of operations and
          cash flows of the registrant as of, and for, the periods presented in
          this quarterly report:

     4.   The registrant's other certifying officers and I are responsible for
          establishing and maintaining disclosure controls and procedures (as
          defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
          and we have:

          a.   designed such disclosure controls and procedures to ensure that
               material information relating to the registrant, including its
               consolidated subsidiaries, is made known to us by others within
               those entities, particularly during the period in which this
               quarterly report is being prepared;

          b.   evaluated the effectiveness of the registrant's disclosure
               controls and procedures as of a date within 90 days prior to the
               filing date of this quarterly report (the "Evaluation Date"); and

          c.   presented in this quarterly report our conclusions about the
               effectiveness of the disclosure controls and procedures based on
               our evaluation as of the Evaluation Date;

     5.   The registrant's other certifying officers and I have disclosed, based
          on our most recent evaluation, to the registrant's auditors and the
          audit committee of registrant's board of directors (or persons
          performing the equivalent function);

          a.   all significant deficiencies in the design or operation of
               internal controls which could adversely affect the registrant's
               ability to record, process, summarize and report financial data
               and have identified for the registrant's auditors any material
               weaknesses in internal controls; and

          b.   any fraud, whether or not material, that involves management or
               other employees who have a significant role in the registrant's
               internal controls; and

     6.   The registrant's other certifying officers and I have indicated in
          this quarterly report whether or not there were significant changes in
          internal controls or in other factors that could significantly affect
          internal controls subsequent to the date of our most recent
          evaluation, including any corrective actions with regard to
          significant deficiencies and material weaknesses.

          March 17, 2003

          By:  /s/   John J. Grace
             --------------------------
                     John J. Grace
                     Chief Financial Officer

                                       22