UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSSION
                             Washington, D.C. 20549


                                   FORM 10-QSB

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

                  For the quarterly period ended April 30, 2004

                                       or

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
     EXCHANGE ACT

                     For the transition period from __ to __


                         Commission File Number: 0-30323


                            COLLEGE PARTNERSHIP, INC.
                            -------------------------
             (Exact name of Registrant as specified in its charter)


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


                      333 South Allison Parkway, Suite 100
                          Lakewood, Colorado 80226-3115
                          -----------------------------
                    (Address of principal executive offices)
                                   (Zip Code)


                                 (303) 804-0155
                                 --------------
              (Registrant's telephone number, including area code)


     Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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 June 16, 2004, the Registrant had 29,913,073 shares of common stock,
$0.001 par value per share, outstanding.

Transitional Small Business Disclosure Formant (check one): YES [ ] NO [X]

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                                         COLLEGE PARTNERSHIP, INC.

                                                   INDEX

                                                                                                           Page
                                                                                                          Number
PART I. FINANCIAL INFORMATION
<S>                                                                                                         <C>
Item 1.   Financial Statements

          Condensed Consolidated Balance Sheets--April 30, 2004 and July 31, 2003......................      3

          Condensed Consolidated  Statements of Operations--Three  Months Ended April 30, 2004
              and 2003 and Nine Months Ended April 30, 2004 and 2003...................................      4

          Condensed Consolidated Statements of Cash Flow--Nine Months Ended April 30, 2004 and 2003....      5

          Notes to Condensed Consolidated Financial Statements.........................................      6

Item 2.   Management's Discussion and Analysis of Financial Condition and Results of Operations........     10

Item 3.   Controls and Procedures......................................................................     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, List and Report on Form 8-K........................................................     18


                                                     2
<PAGE>

                          PART I. FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS

                                 COLLEGE PARTNERSHIP, INC. AND SUBSIDIARIES
                                    CONDENSED CONSOLIDATED BALANCE SHEETS
                                                   ASSETS
                                                                                     April 30,       July 31,
                                                                                       2004            2003
                                                                                   ------------    ------------
Current assets:
  Cash .........................................................................   $    164,387    $    537,478
  Accounts receivable, net of allowance for doubtful accounts of $560,415
    and $635,775, respectively .................................................      2,190,313       3,063,874
  Amounts due from financing companies .........................................        293,835         484,095
  Inventory ....................................................................        137,204         139,336
  Deferred customer contract expenses ..........................................        739,509         649,121
  Other current assets .........................................................        126,039         239,881
                                                                                   ------------    ------------
    Total current assets .......................................................      3,651,287       5,113,785
Property and equipment, net of accumulated depreciation ........................        226,000         334,173
Intangible and other assets, net of accumulated amortization of $799,604 and
  $1,134,668, respectively .....................................................      1,951,956       2,389,649
Other assets ...................................................................         33,383          13,629
                                                                                   ------------    ------------
      Total assets .............................................................   $  5,862,626    $  7,851,236
                                                                                   ============    ============


                                    LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
  Notes payable--finance companies .............................................   $  1,776,331    $  2,956,367
  Current maturities on long-term obligations ..................................        589,101         357,482
  Current maturities on long-term obligations--related parties .................        171,348         447,816
  Accounts payable .............................................................      1,792,657       2,046,092
  Accrued liabilities ..........................................................        918,751         814,315
  Deferred revenue .............................................................      2,940,769       2,548,123
                                                                                   ------------    ------------
    Total current liabilities ..................................................      8,188,957       9,170,195
Deferred system lease obligation ...............................................        437,462         477,465
Long-term obligations, less current maturities .................................      1,383,026       1,625,263
Long-term obligations to related parties, less current maturities ..............         87,636         133,911
                                                                                   ------------    ------------
    Total liabilities ..........................................................     10,097,081      11,406,834
                                                                                   ------------    ------------
Commitments and contingencies

Stockholders' Deficit:
Preferred stock, $.001 par value, 10,000,000 shares authorized, 200,000 Series A
  issued and outstanding .......................................................            200             200
Common stock, $.001 par value, 40,000,000 shares authorized, 27,945,574 and
  27,066,307 shares issued and outstanding, respectively .......................         27,946          27,067
Additional paid-in capital .....................................................      4,494,759       4,296,292
Accumulated deficit ............................................................     (8,757,360)     (7,879,157)
                                                                                   ------------    ------------
    Total stockholders' deficit ................................................     (4,234,455)     (3,555,598)
                                                                                   ------------    ------------
      Total liabilities and stockholders' deficit ..............................   $  5,862,626    $  7,851,236
                                                                                   ============    ============

                    See accompanying notes to condensed consolidated financial statement.

                                                     3
<PAGE>

                                  COLLEGE PARTNERSHIP, INC. AND SUBSIDIARIES
                                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

                                                             Three Months                     Nine Months
                                                            Ended April 30,                 Ended April 30,
                                                         2004            2003            2004            2003
                                                     ------------    ------------    ------------    ------------

Student services revenue .........................   $  4,953,257    $  4,928,881      14,608,186      14,097,834
Cost of sales ....................................      3,229,092       3,306,348      10,877,885       9,155,916
                                                     ------------    ------------    ------------    ------------

    Gross profit .................................      1,724,165       1,622,533       3,730,301       4,941,918

Operating expenses ...............................        335,373         436,029       1,382,893       1,433,388
General and administrative expenses ..............        644,817         591,561       1,766,432       1,647,808
Depreciation and amortization ....................         72,209          74,267         225,831         223,322
Bad debt expense .................................        532,898         511,621       1,379,094       1,287,058
                                                     ------------    ------------    ------------    ------------


    Income (loss) from operations ................        138,868           9,055      (1,023,949)        350,342
Sale of customer contracts .......................       (229,426)              0        (229,426)              0
Gain on unused contracts .........................        189,868         182,168         251,144         200,701
Interest income (expense), net ...................         12,339         (38,907)        133,028        (102,335)
                                                     ------------    ------------    ------------    ------------

    Net income (loss) ............................        111,649         152,316        (869,203)        448,708

Dividends on preferred stock .....................          3,000               0           9,000               0
                                                     ------------    ------------    ------------    ------------
    Net income (loss) attributable to common
      stockholders ...............................        108,649         152,316        (878,203)        448,708
                                                     ------------    ------------    ------------    ------------
Net income (loss) per share attributable to common
  stockholders--basic and diluted ................            .00             .01            (.03)            .02

Weighted average number of common shares
  outstanding--basic and diluted .................     27,830,444      26,609,992      27,320,323      26,582,696



                    See accompanying notes to condensed consolidated financial statements.

                                                    4
<PAGE>

                               COLLEGE PARTNERSHIP, INC. AND SUBSIDIEARIES
                             CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                                                    Nine Months Ended
                                                                                        April 30,
                                                                                   2004           2003
                                                                               -----------    -----------
Cash flows from operating activities:
Net income (loss) ..........................................................   $  (878,203)   $   448,709
Adjustments to reconcile net income (loss) to net cash provided by operating
    activities:
  Provision for doubtful accounts ..........................................     1,379,094      1,287,058
  Depreciation and amortization ............................................       225,831        223,546
  Issuance of common stock for director and employee compensation ..........                       13,352
  Issuance of common stock for services to third parties ...................        21,000          4,051
  Deferred compensation and royalties to related parties ...................        64,461         93,376
  Gain on unused contracts .................................................      (251,144)      (200,701)
  Sale of customer contracts ...............................................       229,426
  Non-cash stock cancellations .............................................                      (22,950)
Changes in operating assets and liabilities:
  Accounts receivable ......................................................    (1,688,134)    (1,677,160)
  Inventory ................................................................         2,132        (33,378)
  Deferred customer contract expense .......................................      (180,390)       285,315
  Accounts payable .........................................................      (199,526)       136,551
  Accrued liabilities ......................................................       113,600         28,441
  Deferred revenue .........................................................       695,165       (426,740)
  Other ....................................................................        59,242        (70,833)
                                                                               -----------    -----------
    Net cash provided (used) by operating activities .......................      (407,446)        40,637
                                                                               -----------    -----------

Cash flows from investing activities--
  Purchases of property and equipment ......................................       (24,791)       (42,861)
    Cash of deconsolidated subsidiary ......................................        11,256              0
                                                                               -----------    -----------
    Net cash used in investing activities ..................................       (13,535)       (42,861)
                                                                               -----------    -----------

Cash flows from financing activities:
  Proceeds from financing of contracts .....................................     4,799,189      3,626,759
  Payments on financial contracts ..........................................    (4,459,224)    (3,286,182)
  Amounts due from financial contracts .....................................       (71,766)      (110,730)
  Payments on long-term obligations, net ...................................      (274,398)      (326,342)
  Proceeds on long-term obligations--related parties .......................        54,089        (79,088)
                                                                               -----------    -----------
    Net cash used in financing activities ..................................        47,890       (175,583)
    Net decrease in cash ...................................................      (373,091)      (177,807)

Cash at the beginning of the period ........................................       537,478        662,457
                                                                               -----------    -----------
Cash at the end of the period ..............................................       164,387        484,650
                                                                               ===========    ===========

Supplemental disclosure of cash flow information:
  Cash paid during the period for interest .................................       381,845        506,252
  Common stock issued for deferred compensation ............................        77,471        135,000
  Common stock issued to related parties for royalties .....................       100,875
  Reduction of liability to finance company for sale of non-recourse
    customer contracts .....................................................     1,520,000


                 See accompanying notes to condensed consolidated financial statements.

                                                  5
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<PAGE>

                            COLLEGE PARTNERSHIP, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                           April 30, 2004 (Unaudited)


(1) Description of Business and Basis of Presentation

College Partnership, Inc. and subsidiaries (the "Company") provides products and
information services to high school students, and provides information and
assistance to parents and students on how to best qualify for financial aid. The
Company offers assistance in college major selection, college selection, college
entrance testing, searches for merit awards and other financial aid. This is the
Company's only business segment. The Company markets its products generally
through weekend workshops held throughout the United States and through its
direct sales force. The Company's principal production fulfillment and coaching
facilities are located in the Dallas/Fort Worth metroplex and is headquartered
in Lakewood, Colorado.

The condensed consolidated financial statements include the financial statements
of the Company and its wholly owned subsidiaries. All intercompany balances and
transactions have been eliminated in consolidation.

(2) Basis of Presentation

The accompanying condensed consolidated financial statements have been prepared,
without audit, 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 principals have been condensed or omitted pursuant to such rules and
regulations. Certain amounts for prior periods have been reclassified to conform
to the April 30, 2004 presentation. These condensed consolidated financial
statements should be read in conjunction with the consolidated financial
statements and notes thereto included in the Company's annual report on Form
10-KSB for the year ended July 31, 2003.

In the opinion of the Company, the accompanying condensed consolidated financial
statements include all adjustments (consisting of normal recurring accruals and
adjustments) required to present fairly the Company's financial position at
April 30, 2004 and July 31, 2003, and the results of its operations and cash
flows for the nine months ended April 30, 2004.

The operating results for the periods ended April 30, 2004 are not necessarily
indicative of the results that may be expected for the year ending July 31,
2004.

Liquidity

For the quarter ended April 30, 2004, total revenue increased slightly to
$4,953,257 from $4,928,881 for the comparable period in 2003. The change in the
third quarter revenues is a result of price increases instituted early in the
second quarter offset by less unit sales reflecting planned reductions in
mailings of invitations to workshops. Total revenue for the nine months ended
April 30, 2004 increased $510,352 or 4% to $14,608,186 from $14,097,834 for the
comparable period in 2003. This growth reflects the results of increased
mailings earlier in the year and the price increase noted above offset by
declining response rates. The Company expects revenue to decrease in the fourth
quarter of this year relative to the current quarter ended April 30, 2004. The
Company has historically realized less activity in the fourth quarter than the
third as a result of seasonality factors specific to its marketing programs.
Fourth quarter revenues are expected to approximate revenues from the same
period last year as a result of price increases implemented in the current year
offset by a decline in net customer contract signings in the later half of the
third quarter compared with the same period last year. This decline was brought
on by a reduction in our mailings during the later half of the second quarter
mentioned above and a reduction in the related response rate. The price
increases during fiscal 2004 were implemented to reflect improvements in and
expansion to our product and service offerings.

                                       6
<PAGE>

                            COLLEGE PARTNERSHIP, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                           April 30, 2004 (Unaudited)


We have taken a number of actions during fiscal 2004 and are actively pursuing a
variety of other steps designed to achieve profitability and provide the capital
required to improve the Company's financial position and fund future operations.
These actions included an expansion of the Company's sales force and two
separate price increases referred to above, which took effect late in second
quarter and at the beginning of the fourth quarter of fiscal 2004. The Company
has also initiated changes to its various marketing programs that it expects
will enhance future net monthly contract signings and at the same time result in
significant reductions of related marketing expenditures. As a result of these
steps operating results are expected improve during fiscal 2005. In addition to
changes to existing marketing programs the Company expects to implement
additional marketing initiatives that it estimates will continue to expand its
sales volume.

As discussed in Note 6 to the condensed consolidated financial statements
included in this Form 10QSB ("Company's financial statements") the Company
completed arrangements on $800,000 of financing in June of 2004. The Company is
continuing to seek additional funding in the form of senior debt, subordinated
debt and/or equity. While there is no guarantee the Company will be successful
in attracting such investment, management believes the initiatives described in
the immediately preceding paragraph will result in an improvement in the
Company's sales and profitability and other fundamentals of the business. It
further believes that these factors present an attractive investment vehicle
with growth potential. Management believes the terms and conditions of
alternative financing on senior debt may be better than the existing credit
facility; however, terms may not be as beneficial to the Company on the
subordinated debt or equity securities as might otherwise be expected in normal
circumstances because of past losses.

Based on the planned increase in revenues and improvement in operating
performance as well as the continuation of the Company's existing sources of
financing, management believes the Company will be able to continue operations
for the forthcoming year. Should these anticipated improvements in operating
results not occur or should there be a deterioration in the Company's ability to
maintain its sources of financing it will be required to reduce marketing
expenditures or take other actions that may negatively affect future operations.


Significant Accounting Policies
Revenue Recognition

The Company recognizes revenue as its services are performed and its 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. Our
customer contracts obligate the Company to deliver a product called The College
Action Plan (TM) (the "CAP"). Upon delivery of the CAP, the Company recognizes
revenue. Through April 2002, the delivery of the CAP was contingent upon the
customer returning a completed detailed questionnaire. Beginning May 2002, a new
CAP was introduced that allows the Company to deliver 75% of the product and
services prior to receiving the completed detailed questionnaire. Therefore, 75%
of each customer contract is now satisfied generally within 60 days following
the execution of the contract 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 the Company
fulfills its final obligations or until the Company determines that is a remote
possibility that the Company will have any future obligation under the contract.
Historically, over 80% of the customers who return their questionnaires do so
within 90 days of contract signing, at which time the CAP is completed and the
Company recognizes 100% of the CAP contract revenue.

                                        7
<PAGE>

                   COLLEGE PARTNERSHIP, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


Direct and incremental costs in acquiring contracts are deferred and recognized
upon delivery of the CAP. The Company estimates that approximately 80% of the
total direct and indirect costs of performing its obligations are incurred
within two weeks after contract signing, of which 32% are deferred and expensed
upon delivery of the product. Accordingly, expenses recognized historically have
been disproportionately high as compared to reported revenue as the Company
continues to grow.

Finance income on installment contracts is recognized over the contract period.

Deferred Revenue

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.

Cost of Sales

As a substantial portion of the Company's costs are directly related to its
sales and marketing efforts, cost of sales includes selling and marketing costs.
The remaining costs are related to direct costs of the Company's products and
services.

Sale of Customer Contracts

The Company recognizes a gain or loss on the sale of customer contracts which
are made without recourse under the provision of SFAS No. 140, "Accounting for
Transfers and Servicing of Financial Assets and Extinguishments of Liabilities".

Unused Contract Gain

Gains recognized from unused contracts are recorded below profit from operations
net of related deferred commission expenses. These gains result when our
customers fail to complete the questionnaire sent to them as part of the CAP.
This questionnaire serves as a basis for additional products/services that are
tailored to respond to a specific customer. As a result they do not use a
portion of our product, although the Company is contractually entitled to the
contract revenue. Beginning in the quarter ended April 30, 2002, the Company
obtained sufficient historical experience to recognize as a gain the deferred
revenue (net of related deferred expense) related to these unused contracts.
Historical experience indicates that 20% of our customers fail to complete the
questionnaire and that the Company should begin to recognize this deferred
revenue (net of related deferred expense) during the second half of the
student's senior year, when most college applications are finalized and the need
for the Company's services diminish.

Intangible and Other Assets

Intangible and other assets consist primarily of the excess purchase price of
acquired businesses over the net assets acquired ("Goodwill") and recruiting
systems methodologies and databases acquired in business combinations.
Intangible assets and systems methodology and databases that represent the
excess of purchase price over the fair value of the net assets acquired are
amortized on a straight-line basis over 10 years. As of August 1, 2002, the
Company adopted Statement of Financial Accounting ("SFAS") No. 142, "Goodwill
and Other Intangible Assets." Under the requirements of SFAS No. 142, Goodwill
is no longer amortized but rather tested periodically for impairment using a
fair value approach at the reporting unit level. A reporting unit is the
operating segment, or a business one level below the operating segment
("component" level) if discrete financial information is prepared and regularly
reviewed by management at the component level. An impairment charge is
recognized for any amount by which the carrying amount of a reporting unit's
Goodwill exceeds its fair value. The Company utilizes discounted cash flows to
establish fair values. The Company tests for impairment annually as of its
fiscal year end.

Management reviews the carrying amounts of intangible assets whenever events or
changes in circumstances indicate that the carrying amount of an asset may not
be recoverable. In evaluating the recoverability of other intangible assets,
management's policy is to compare the carrying amounts of such assets with the
estimated undiscounted future operating cash flows. In the event impairment
exists, an impairment charge would be determined by comparing the carrying
amounts of the asst to the applicable estimated future cash flows, discounted at
a risk-adjusted rate. In addition, the remaining amortization period for the
impaired asset would be reassessed and revised if necessary.

                                       8
<PAGE>

                   COLLEGE PARTNERSHIP, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


(3) Notes Payable Finance Companies

In January of 2004 the Company entered into a Purchase Agreement (`Agreement")
with one of its financing companies under which customer contracts may, at the
finance companies option, be purchased by it. Such purchases become final
without recourse following specified payments by the customer subsequent to the
sale of the contract. Effective February 2004, all outstanding customer
contracts which collateralized borrowings from this finance company immediately
prior to the execution of the Agreement have been purchased by this entity under
the terms of the Agreement.

Once all recourse to the purchased contracts expires the Company eliminates its
related note obligation to the finance company as well as the associated
contract balance in accounts receivable. The Company incurred a cost of
approximately $229,000 during the fourth quarter associated with the sale of
customer contracts.

Total borrowings from this finance company, net of non-recourse purchases in the
amount of $1,520,000 approximated $556,000 as of April 30, 2004.

(4) Stock-Based Compensation

The Company applies Accounting Principles Board Opinion No. 25, "Accounting for
Stock Issued to Employees," and related interpretations in accounting for its
plans. No-stock-based employee compensation cost has been recognized, as all
options granted under those plans had an exercise price equal to or above the
market value of the underlying common stock on the date of grant. Had
compensation cost for the Company's stock-based compensation plans been
determined consistent with Statement of Financial Accounting Standards No. 123,
"Accounting for Stock-Based Compensation," the Company's net income (loss) and
basic and diluted income (loss) per share would have been increased or reduced
to the pro forma amounts indicated below:

During the three-month period ended April 30, 2004 the Company granted options
and warrants to purchase 500,000 shares of its common stock at an exercise price
of $.50 per share.

Had the Company determined compensation cost based on the fair value at the date
of grant under SFAS No 123, the net income would have decreased by less than
$7,500 and there would have been no change in the net income per share.

(5) Contingency

The former owner of a wholly owned subsidiary has brought legal action against
the Company seeking payment of outstanding notes payable. These notes payable
are fully recorded in the Company's condensed consolidated financial statements.
The Company has filed a counter claim disputing the former owner's claim due to
misrepresentations in the sale of the subsidiary to the Company. The former
owner has taken action to assume responsibility for this subsidiaries operations
and accounting records as of October 3, 2003. Effective as of the beginning of
the second quarter of fiscal 2004 the Company has discontinued consolidating the
results of this subsidiary. A summary of the operations of the subsidiary
included in the Company's historical consolidated financial statements follows:

                       QE 4-30-03      9ME 4-30-04      9ME 4-30-03
Revenue                 $112,300         $34,400         $ 414,300
Loss                    $(82,600)       $(90,000)        $(160,600)


The Company's notes payable to the former owner of $226,000 are included in the
current portion of long-term obligations. The Company's net investment in this
subsidiary at April 30, 2004, exclusive of these notes, approximates $25,000.
The resolution of the dispute with the former owner is not expected to have a
material adverse effect on the Company.

(6) Subsequent Event

In June the Company completed two financings for a total of $800,000, net of
expenses. A Bridge financing in the amount of $500,000 was completed in exchange
for a convertible secured promissory note bearing interest at 10% and payable
June of 2005. The note is convertible into common stock of the Company at the
rate of $.50 per share. The lender also received 250,000 shares of common stock
in connection with this transaction and future investment banking services. The
loan is repayable out of the proceeds of any future financing or asset sale
generating in excess of $1,000,000, excluding borrowings from the company's
finance companies. In addition the Company completed arrangements for a $300,000
term loan from one of its finance companies, repayable over 36 months and
bearing interest at 15%. The loan is collateralized by a pool of customer
contacts serviced by this finance company.

(7) Stock Issuances to Related Parties

During the three months ended April 30, 2004 the Company issued 368,909 shares
of common stock valued at approximately $77,100 to certain officers, directors,
and employees in partial payment of deferred compensation. In addition, 480,357
shares of common stock with a value of approximately $100,400 were issued to
National College Recruiting Association, Inc. (NCRA) for royalties under the
Company's agreement with that entity. NCRA is a wholly owned subsidiary of
Chartwell International, Inc. which has a common officer, two common directors,
and is a significant shareholder of the Company.

                                        9
<PAGE>

Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESUTS
OF OPERATIONS.

The following Management's Discussion and Analysis of Financial Condition and
Results of Operations, as well as information contained elsewhere is 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 the Company, its Directors and
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 the Company's
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 the Company's
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.

Use of Estimates

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenue and expenses during
the reporting period. Actual results could differ significantly from those
estimates. Significant estimates include the estimated future life of
intangibles, recovery of goodwill and the allowance for doubtful accounts. In
addition, there are significant estimates used in determining the gain from
unused contracts and specifically, we estimate that the likelihood of customers
requesting our CAP after the first semester of their senior year to be remote.

Revenue Recognition

The Company recognizes revenue as the services are performed and its 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. Our
customer contracts obligate the Company to deliver a product called The College
Action Plan (TM) (the "CAP"). Upon delivery of the CAP, the Company recognizes
revenue. Through April 2002, the delivery of the CAP was contingent upon the
customer returning a completed detailed questionnaire. Beginning May 2002, a new
CAP was introduced that allows the Company to deliver 75% of the product and
services prior to receiving the completed detailed questionnaire. Therefore, 75%
of each customer contract is now satisfied generally within 60 days following
the execution of the contract 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 the Company
fulfills its final obligations or until the Company determines that is a remote
possibility that the Company will have any future obligation under the contract.
Historically, over 80% of the customers who return their questionnaires do so
within 90 days of contract signing, at which time the CAP is completed and the
Company recognizes 100% of the CAP contract revenue.

                                       10
<PAGE>

Direct and incremental cost in acquiring contracts are deferred and recognized
upon delivery of the CAP. The Company estimates that approximately 80% of the
total direct and indirect costs of performing its obligations are incurred
within two weeks after contract signing, of which 32% are deferred and expensed
upon delivery of the product. Accordingly, expenses recognized historically have
been disproportionately high as compared to reported revenue as the Company
continues to grow.

Finance income on installment contracts is recognized over the contract period.

Deferred Revenue

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.

Cost of Sales

As a substantial portion of the Company's costs are directly related to its
sales and marketing efforts, costs of sales includes selling and marketing
costs. The remaining costs are related to direct costs of the Company's products
and services.

Sale of Customer Contracts

The Company recognizes a gain or loss on the sale of customer contracts which
are made without recourse under the provision of SFAS No. 140, "Accounting for
Transfers and Servicing of Financial Assets and Extinguishments of Liabilities".

Unused Contract Gain

Gains recognized from unused contracts are recorded below profit from operations
net of related deferred commission expenses. These gains result when our
customers fail to complete the questionnaire sent to them as part of the CAP.
This questionnaire serves as a basis for additional products/services that are
tailored to respond to specific customer. As a result they do not use a portion
of our product, although the Company is contractually entitled to the contract
revenue. Beginning in the quarter ended April 30, 2002, the Company obtained
sufficient historical experience to recognize as a gain the deferred revenue
(net of related deferred expense) related to these unused contracts. Historical
experience indicates that 20% of our customers fail to complete the
questionnaire and that the Company should begin to recognize this deferred
revenue (net of related deferred expense) during the second half of the
student's senior year, when most college applications are finalized and the need
for the Company's services diminish.

Intangible and Other Assets

Intangible and other assets consist primarily of the excess purchase price of
acquired businesses over the net assets acquired ("Goodwill") and recruiting
systems methodologies and databases acquired in business combinations.
Intangible assets and systems methodology and databases that represent the
excess of purchase price over the fair value of the net assets acquired are
amortized on a straight-line basis over 10 years. As of August 1, 2002, the
Company adopted Statement of Financial Accounting ("SFAS") No. 142, "Goodwill
and Other Intangible Assets." Under the requirements of SFAS No. 142, Goodwill
is no longer amortized but rather tested periodically for impairment using a
fair value approach at the reporting unit level. A reporting unit is the
operating segment, or a business one level below the operating segment
("component" level) if discrete financial information is prepared and regularly
reviewed by management at the component level. An impairment charge is
recognized for any amount by which the carrying amount of a reporting unit's
Goodwill exceeds its fair value. The Company utilizes discounted cash flows to
establish fair values. The Company tests for impairment annually as of its
fiscal year end.

Management reviews the carrying amounts of intangible assets whenever events or
changes in circumstances indicate that the carrying amount of an asset may not
be recoverable. In evaluating the recoverability of other intangible assets,
management's policy is to compare the carrying amounts of such assets with the
estimated undiscounted future operating cash flows. In the event impairment
exists, an impairment charge would be determined by comparing the carrying
amounts of the asst to the applicable estimated future cash flows, discounted at
a risk-adjusted rate. In addition, the remaining amortization period for the
impaired asset would be reassessed and revised if necessary.

                                       11
<PAGE>

Marketing Costs

The Company currently expenses all of its marketing costs as incurred.
Management believes it may be preferable to capitalize marketing costs and
expense them as the associated revenues are being recognized in accordance with
SOP 93-7 "Reporting on Advertising Costs". Such costs have previously not been
capitalized, as the Company has not yet fully refined the required correlation
between its direct marketing costs and revenues as required under SOP 93-7. The
Company believes it can demonstrate historical patterns that its direct mail
campaigns have direct correlation to its sales. The Company expects to change
its method of accounting for marketing costs once it is able to demonstrate such
a correlation. We are currently unable to reasonably predict during which fiscal
period this correlation will be established. Upon adoption, the Company believes
this new method of accounting for advertising costs will provide a better
matching of costs with their related revenues. Based upon our analysis of
marketing costs incurred through April 30, 2004, the cumulative effect of this
accounting change would have been approximately $1,831,000, which upon adoption
will be recorded as a one time increase to net income and will reduce the
shareholder's deficit by the same amount. It is also expected that this change
will generally result in lower marketing costs per reported period relative to
revenue as the Company continues to increase its direct marketing efforts. Had
the accounting change been adopted last fiscal year, marketing and related costs
would have been approximately $650,00 and $184,000 less for the fiscal year
ended July 31, 2003 and nine month period ended April 30, 2004, respectively.

Financial condition as of April 30, 2004 as compared to July 31, 2003

Total assets have decreased from $7,851,236 at July 31, 2003 to $5,862,626 at
April 30, 2004, a change of approximately $1,988,610. This decrease was
primarily due to the elimination of accounts receivables sold to one of the
Company's finance companies as discussed in Note 3 to the condensed consolidated
financial statements included in this Form 10QSB ("Company's financial
statements") and the reclassification of the net assets of the subsidiary
discussed in Note 5 to the financial statements resulting in a reduction of
total assets by approximately $200,000. In addition there was a reduction in
cash balances of approximately $373,091 reflecting normal working capital
changes.

Total liabilities decreased from $11,406,834 at July 31, 2003 to $10,097,081 at
April 30, 2004, a net change of $1,309,753. Current liabilities decreased from
$9,170,195 at July 31, 2003 to $8,188,957 at April 30, 2004. The decrease in
total liabilities is primarily a result of the elimination of the Company's
obligation to the finance company discussed in Note 3 to the financial
statements offset by increases in accrued expenses and deferred revenues of
approximately $104,436 and $392,646 respectively.

Stockholders' deficit increased from a deficit of $3,555,598 at July 31, 2003 to
a deficit of $4,234,455 at April 30, 2004 as a result of the net loss for the
nine-month period ended April 30, 2004 offset by approximately $218,000
representing the value of consideration received on issuance of common stock
during the third quarter.

                                       12
<PAGE>

As of April 30, 2004 the Company had a working capital deficit of $4,537,670.
Management plans to manage the deficit are discussed under the Liquidity and
Capital Resource section of this Item 2 to Form 10 QSB and Note 2 Company's
financial statements included herein.

Liquidity and Capital Resources

The Company reported a loss of $878,203 for the nine-months ended April 30, 2004
primarily due to increased sales and marketing costs associated with the
expansion of our regions to offer our products to an expanded audience as well
as a decrease in our direct mail response rate due to economic factors. The
Company expects revenue to decrease in the fourth quarter of this year relative
to the current quarter ended April 30, 2004. The Company has historically
realized less activity in the fourth quarter than the third as a result of
seasonality factors specific to its marketing programs and customer base. Fourth
quarter revenues are expected to approximate those from the same period last
year as a result of price increases implemented in the current year offset by a
decline in net customer contract signings in the later half of the third quarter
compared with the same period last year. This decline was brought on by a
reduction in our mailings during the later half of the second quarter mentioned
above and a reduction in the related response rate. The price increases during
fiscal 2004 were implemented to reflect improvements in and expansion to our
product and service offerings. The Company began implementation of several
initiatives during fiscal year 2004 which it is continuing to work on. When
successful, these actions will increase our marketing effectiveness, reduce
sales and marketing costs, and improve efficiencies within our direct marketing
campaigns, significantly improving operating results in subsequent quarters.

As reflected in the statements of cash flows for the nine-months ended April 30,
2004, cash used by operating activities was $407,446 compared to cash provided
by operating activities of $40,637 for the comparable period last year. Cash
expended in investing activities was used to purchase property and equipment;
such amounts totaled $13,535 and $42,861 in 2004 and 2003, respectively. Cash
provided by financing activities for the nine-months ended April 30, 2004 was
$47,890 compared to cash used by financing activities of $175,583 for the same
period in 2003.

The Company's primary sources of liquidity and capital resources historically
have been  financing of contract receivables and cash generated from
other financing and operating activities. Cash used for payment of operating
costs has offset these sources of cash flows. A portion of these operating costs
has been funded by financing of the Company's on and off balance sheet customer
contract receivables, deferral of a portion of certain executive compensation,
and extended terms provided by our vendors. As discussed in Note 6 to the
Company's financial statements, the Company completed arrangements on $800,000
of financing in June of 2004. The Company is also actively pursuing additional
sources of financing.

The Company has taken a number of actions during the later half of 2004 and is
actively pursuing a variety of other steps designed to achieve profitability and
provide the capital required to improve its financial position and fund future
operations. These actions include two price increases reflecting improvements to
and expansion of our product and service offerings, which took effect late in
second quarter and early in the fourth quarter of the current fiscal year. In
addition the Company has initiated changes to its various marketing programs
that it expects will enhance future net monthly contract signings and at the
same time result in a significant reduction of related marketing expenditures.
It also is engaged in an ongoing review of other products and services that can
be marketed to current and future customers through existing sales channels as
well as seeking strategic partnerships with organizations servicing a
demographically similar customer base. In addition, the Company continues to
test various pricing and payment methods designed to optimize and improve
contract signings and collections.

In summary, management believes that the Company's cash requirements through
next fiscal year will be satisfied by the following sources, (i) cash expected
to be generated from operations, (ii) obtaining further senior debt financing,
(iii) possible subordinated debt financing, and (iv) possible equity financing.
No assurance can be given, however, that the Company will be successful in
obtaining additional capital to take advantage of replacing existing obligations
at a significant discount and fund future expansion and at what terms such
capital will be available.

                                       13
<PAGE>

Results of operations: Three-month periods ended April 30, 2004 versus April 30,
2003

Revenue. For the three-month period ended April 30, 2004, the Company signed
4,022 customer contracts, net of cancellations, which is 5% lower than the
number signed for the same period last year. This decline was brought on by a
reduction in our mailings during the later half of the second quarter and a
reduction in the related response rate. Customer contracts result in student
service revenue being recognized upon delivery of the CAP for the new contracts.

Student services revenue increased slightly for the three-month period ended
April 30, 2004 to $4,953,257 from $4,928,881 for the comparable period in 2003
primarily as a result of price increases instituted during the second quarter
offset by lower unit sales. Revenue from student services is expected to
decrease for the remainder of fiscal 2004 relative to the current quarter ended
April 30, 2004 and to approximate revenues from the same period last year as a
result of the factors discussed under the Liquidity and Capital Resource section
of this Item 2 to as well as Note 2 to the Company's financial statements.

The Company expects to experience growth in fiscal 2005; 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 revenue through development and/or
acquisition of new products, expanding and improving its direct marketing
campaigns, expanding and upgrading the number of sales representatives, further
development of the workshop program and completing its internet commerce site
which is currently under development. While the Company has been successful in
the recent implementation of some of these projects, the Company's ability to
expand and develop these channels depends upon a number of factors beyond its
control, including general business and economic conditions. The expansion and
development of existing and new marketing and distribution channels will also
depend, in part, upon the Company's ability to secure additional financial
resources, technology, expertise and staff.

Cost of Sales. Cost of sales for the three-month period ended April 30, 2004
decreased $77,256 to $3,229,092 as compared to the same period last year. As a
percentage of student services revenue, cost of sales was 65% for the
three-months ended April 30, 2004 as compared to 67% for the comparable period
last year. As noted in the introductory paragraph of this Item 2, the Company
currently expenses all of its marketing costs as incurred. Cost of sales is
comprised primarily of direct sales and marketing costs and the production costs
related to the product deliverables.

As a substantial portion of the Company's costs are directly related to its
sales and marketing efforts, costs of sales includes selling and marketing
costs. The remaining costs are related to direct costs of the Company's products
and services.

Operating Expenses. Operating expenses for the three-month period ended April
30, 2004 decreased approximately $100,656 or 23% to $335,373 from $436,029 for
the comparable period last year due primarily to the departure of the subsidiary
referred to in Note 5 to the Company's financial statements. Operating expenses
include costs relating to the management and support of the Company's
fulfillment, sales and sales delivery activities.

General and Administrative Expenses. General and administrative expenses for the
three-month period ended April 30, 2004 increased approximately $53,256 or 9% to
$644,817 from $591,561 for the comparable period last year primarily due to an
increase in consulting costs and contract labor.

Depreciation and Amortization. Depreciation and amortization decreased
approximately $2,058 or 3% for the three-month period ended April 30, 2004 as
compared to the same period last year.

Bad Debt Expense. Bad debt expense increased by approximately $21,277 or 4% to
$532,898 for the three-month period ended April 30, 2004 compared to $511,621
for the same period last year. As a percentage of student revenue, bad debt
expense increased to 11% from 10% for the same period last year primarily as a
result of changes period to period in the estimated bad debt reserve required to
be established against existing account receivable balances. In an effort to
provide the Company's products and services to as broad a base of customers as
possible the Company offers terms to customers without qualifying the customers
credit; therefore bad debt experience is higher than would otherwise be the
case.

                                       14
<PAGE>

Income (loss) from Operations. The income from operations was $138,868 for the
three-months ended April 30, 2004 compared to $9,055 for the comparable period
last year. The increase in income from operations is a result of the factors
described above.

Sale of Customer Contracts. The loss on sale of customer contracts was $229,426
for the three-month period ended April 30, 2004 compared to $0 for the same
period last year. This transaction is discussed in Note 3 to the Company's
financial statements.

Gain on Unused Contracts. The gain on unused contracts was $189,868 for the
three-month period ended April 30, 2004 compared to $182,168 for the same period
last year. This increase is a result of a lower customer utilization rate with
2004 graduates than was experienced with 2003 graduates. It continues to be the
Company's experience that our services are no longer required by these
graduating seniors beginning in the second semester of their final year in high
school; accordingly, such amounts are taken into income.

As of April 30, 2004 there was approximately $176,000 of deferred revenue net of
approximately $93,000 of related deferred expenses associated with high school
seniors who will be graduating by June 2004. This represents the amount paid for
unused and partially used contracts where revenue has not been recognized. The
deferred revenue associated with these contracts, net of the related expenses,
represents the potential gain on unused contracts that will be recorded during
the fourth quarter of this fiscal year.

Interest Income (Expense), Net. Financing income from our contracts and interest
expense are reported net in the statement of operations. Net financing income
was $12,339 for the three-month period ended April 30, 2004 compared to $38,907
of net financing expense for the comparable period last year primarily as a
result of a restructuring of the Company's Deferred System Obligation during
2003 resulting in a decrease in the related expense. The Company's interest
expense is directly related to the level of borrowings and the related interest
rates.

Net Income (Loss) and Net Income (Loss) Per Share Attributable to Common
Stockholders. The Company reported net income of $108,649 for the three months
ended April 30, 2004 compared to net income of $152,316 for the comparable
period last year. The basic and diluted net income per share attributable to
common shareholders for the three-month period ended April 30, 2004 was $0.0
compared to net income per share of $0.00 for the comparable period last year.


Results of operations: Nine-month periods ended April 30, 2004 versus April 30,
2003

Revenue. For the nine-month period ended April 30, 2004, the Company signed
13,443 customer contracts, net of cancellations, which is 10% higher than the
number signed for the same period last year due to expanded sales and marketing
efforts and methods. Customer contracts result in student service revenue being
recognized upon delivery of the CAP for the new contracts.

Student services revenue increased $510,352 or 4% for the nine-month period
ended April 30, 2004 to $14,608,186 from $14,097,834 for the comparable period
in 2003 primarily as a result of higher unit sales from the expanding number of
workshops held during the period and price increases instituted early in the
second quarter. This was offset by higher revenues recognized in 2003 associated
with the new CAP program instituted in late fiscal 2002. Revenue from student
services is expected to decrease for the remainder of fiscal 2004 relative to
the current quarter ended April 30, 2004 and to approximate revenues from the
same period last year as a result of the factors discussed under the Liquidity
and Capital Resource section of this Item 2 and Note 2 to the Company's
financial statements.

Cost of Sales. Cost of sales for the nine-month period ended April 30, 2004
increased $1,721,969 or 19% to $10,877,885 as compared to the same period last
year. As a percentage of student services revenue, cost of sales was 74% for the
nine-months ended April 30, 2004 as compared to 65% for the comparable period

                                       15
<PAGE>

last year. Cost of sales increased as a percentage of revenue for the nine-month
period as a result of several factors: 1) we realized a high level of gross
profit on revenues recognized in 2003 that were associated with the revised CAP
program which is discussed under the Revenue section immediately preceding this
section; the majority of the costs associated with these revenues had been
expensed in previous periods and 2) we incurred higher costs for postage and
other marketing costs in 2004 than we did in comparable period last year as a
result of the expansion of number of our sales regions.

Operating Expenses. Operating expenses for the nine-month period ended April 30,
2004 decreased approximately $50,495 to $1,382,893 from $1,433,388 for the
comparable period last year due primarily as a result of increased costs
associated with the increase in sales volume offset by departure of the
subsidiary referred to in Note 5 to the Company's financial statements.
Operating expenses include costs relating to the management and support of the
Company's fulfillment, sales and sales delivery activities.

General and Administrative Expenses. General and administrative expenses for the
nine-month period ended April 30, 2004 increased approximately $118,624 or 7 %
to $1,766,432 from $1,647,808 for the comparable period last year. The increase
is primarily due to additions to senior management and support and accounting
staff, consulting and legal fees, and additional license fees.

Depreciation and Amortization. Depreciation and amortization increased
approximately $2,509 or 1% for the nine-month period ended April 30, 2004 as
compared to the same period last year.

Bad Debt Expense. Bad debt expense increased by approximately $92,036 or 7% to
$1,379,094 for the nine-month period ended April 30, 2004 compared to $1,287,058
for the same period last year. The increase is primarily due to the increase in
sales volume. As a percentage of student revenue, bad debt expense increased
slightly to 9.4% from 9.1% for the same period last year for the reasons
specified under the discussion of Bad Debt Expense for the three-months ended
April 2004.

Income (loss) from Operations. The loss from operations was $1,023,949 for the
nine months ended April 30, 2004 compared to $350,342 of income from operations
for the comparable period last year. The decline in income from operations is
primarily attributable to lower gross profit margins as a result of higher
marketing costs.

Sale of Customer Contracts. The loss on sale of customer contracts was $229,426
for the nine month period ended April 30, 2004 compared to $0 for the same
period last year. This transaction is discussed in Note 3 to the Company's
financial statements.

Gain on Unused Contracts. The gain on unused contracts was $251,144 for the
nine-month period ended April 30, 2004 compared to $200,701 for the same period
last year. This increase is a result of a lower customer utilization rate with
2004 graduates than was experienced with 2003 graduates.

Interest Income (Expense), Net. Financing income from our contracts and interest
expense are reported net in the statement of operations. Net financing income
increased to $133,028 for the nine-month period ended April 30, 2004 compared to
net financing expense of $102,335 for same period last year primarily for the
reason discussed under this heading for the three-month period ended April 30,
2004. The Company's interest expense is directly related to the level of
borrowings and the related interest rates.

Net Income (Loss) and Net Income (Loss) Per Share Attributable to Common
Stockholders. The Company reported a loss of $878,203 for the nine months ended
April 30, 2004 compared to net income of $448,708 for the comparable period last
year. The basic and diluted net loss per share attributable to common
shareholders for the nine-month period ended April 30, 2004 was $(0.03) compared
to net income per share of $0.02 for the comparable period last year.

                                       16
<PAGE>

Item 3. Controls and Procedures.

     (a) Evaluation of disclosure controls and procedures.

     John J. 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 the end of the
period of this quarterly report on Form 10QSB (the "Evaluation Date") has
concluded that as of the Evaluation Date, the Company's disclosure controls and
procedures were adequate and effective to ensure that management would be
alerted to material information required to be included in our periodic SEC
filings other than that which is discussed in Item 8A of the Company's report on
Form 10-KSB for the year ended July 31, 2003. As noted therein the Company's
auditors had concluded that there existed a material weakness in the Company's
internal controls. This weakness was attributable to a lack of appropriate
accounting staff and management information systems to support the Company's
timely reconciliation and review of accounts and disclosures and the timely
filing of financial reports with the Securities and Exchange Commission.
The Company is continuing to experience delays in the closing and reconciliation
of its accounts and the timely submission of its filings. It has and will
continue to take actions designed to improve its ability to provide timely
filings. This includes the hiring of additional support staff, both temporary
and permanent, review of processes and procedures and a continuing review of
changes that can be made to its information systems.

     (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 other than continuing to experience delays in the
closing and reconciliation of its accounts and the timely submission of its
filings. As a result, the Company is continuing to review, modify and enhance
its reporting systems to ensure timelier reporting.










                                       17
<PAGE>

                           PART II. OTHER INFORMATION


Item 1. Legal Proceedings.

     The Company is involved in claims, legal actions, regulatory inquiries and
     interpretations arising in the ordinary course of business, the resolution
     of which is not expected to have a material effect on our financial
     position or results of operations.

Item 2. Changes in Securities.

     None

Item 3. Defaults Upon Senior Securities.

     None.

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

     None.

Item 5. Other Information.

     None.

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

     (a) Exhibits

         31.1     Certification Pursuant to Section 302 of the Sarbanes-Oxley
                  Act of 2002.

         31.2     Certification Pursuant to Section 302 of the Sarbanes-Oxley
                  Act of 2002.

         32       Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
                  Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

     (b) Reports on Form 8-K

     None.





                                       18
<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 Partnership, Inc.

Date:  June 22, 2004                           By:  /s/  Edward Doody
                                               ----------------------
                                               President




Date:  June 22, 2004                           By:  /s/  John J. Grace
                                               -----------------------
                                               John J. Grace
                                               Chief Financial Officer





                                       19
<PAGE>

                                INDEX TO EXHIBITS


     31.3    Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of
             2002.

     31.4    Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of
             2002.

     32      Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
             Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.