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 October 31, 2001


                         Commission File Number: 0-30323


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


            Nevada                                         84-1416023
-------------------------------                ---------------------------------
(State 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
Section13 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 November 30, 2001, the Registrant had 24,537,629 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)                           3

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

                  Condensed Consolidated Statements of Operations,
                    Three Month Periods Ended October 31, 2001 and 2000      5

                  Condensed Consolidated Statements of Cash Flows,
                    Three Month Periods Ended October 31, 2001 and 2000      6

                  Notes to Condensed Consolidated Financial
                    Statements                                               8

         Item 2.  Management's Discussion and Analysis of
                    Financial Condition and Results of Operations           13

Part II. Other Information

         Item 1.  Legal Proceedings                                         19

         Item 2.  Changes in Securities                                     20

         Item 3.  Defaults Upon Senior Securities                           20

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

         Item 5.  Other Information                                         20

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


                                       2
<PAGE>
<TABLE>
<CAPTION>

                                      ITEM I. FINANCIAL STATEMENTS

                                  COLLEGE BOUND STUDENT ALLIANCE, INC.
                                  Condensed Consolidated Balance Sheets
                                               (Unaudited)

                                                 ASSETS

                                                                                 OCTOBER 31       JULY 31
                                                                                    2001            2001
                                                                                ------------    ------------
<S>                                                                             <C>             <C>
Current assets:
         Cash                                                                   $    325,623    $    453,337
         Accounts receivable, net of allowance for
           doubtful accounts of $261,449 and $182,141
           for October 31 and July 31, 2001, respectively                          1,809,378       1,278,878
         Notes receivable from financing                                             350,758         154,901
         Inventory                                                                   198,584         152,244
         Deferred customer contract expenses                                       1,121,800         849,711
         Other current assets                                                        133,999          80,043
                                                                                ------------    ------------
                  Total current assets                                             3,940,142       2,969,114

         Property and equipment, net                                                 386,942         389,134
         Licensing rights, net of accumulated amortization
           of $226,186 and $210,367 for October 31 and
           July 31, 2001, respectively                                                94,036         109,856
         Intangible and other assets, net of accumulated
           amortization of $584,418 and $514,574 for
           October 31 and July 31, 2001, respectively                              2,446,889       2,521,233
         Other Assets                                                                 14,560          24,019
                                                                                ------------    ------------
Total assets                                                                    $  6,882,569    $  6,013,356
                                                                                ============    ============


                                                    3
<PAGE>


                                  COLLEGE BOUND STUDENT ALLIANCE, INC
                                 Condensed Consolidated Balance Sheets
                                              (Unaudited)


                             LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

                                                                                 OCTOBER 31       JULY 31
                                                                                    2001            2001
                                                                                ------------    ------------
Current liabilities:
         Notes payable on financing                                             $  1,526,223    $    887,317
         Current maturities on long-term obligations                                 265,217         261,835
         Current maturities on long-term obligations -
           related parties                                                           728,882         726,685
         Accounts payable                                                          1,465,169       1,287,240
         Accrued liabilities                                                       1,087,720       1,047,912
         Deferred revenue                                                          3,181,380       2,334,361
                                                                                ------------    ------------
                  Total current liabilities                                        8,254,591       6,545,350

Long-term liabilities:
         Deferred license fee                                                        408,324         366,656
         Long-term obligations, less current maturities                            1,551,382       1,616,158
         Long-term obligations to related parties,
           less current maturities                                                   645,067         621,637
                                                                                ------------    ------------
         Total liabilities                                                        10,859,364       9,149,801

COMMITMENTS AND CONTINGENCIES (Notes 2, 8, and 9)

Stockholders' equity (deficit):
         Preferred stock $0.001 par value, 10,000,000 shares
         authorized: none issued or outstanding                                         --              --
         Common stock, $.001 par value, 26,537,629 shares
           issued and 24,537,629 shares issued and outstanding at October 31,
           2001 and 40,000,000 shares authorized, 27,207,229 issued and
           25,207,229 shares issued and outstanding
           at July 31, 2001                                                           24,538          25,207
         Additional paid-in capital                                                3,716,736       3,756,851
         Accumulated deficit                                                      (7,718,069)     (6,918,503)
                                                                                ------------    ------------
                  Total stockholders' equity (deficit)                            (3,976,795)     (3,136,445)
                                                                                ------------    ------------
Total liabilities and stockholders' equity (deficit)                            $  6,882,569    $  6,013,356
                                                                                ============    ============


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

                                                   4
<PAGE>


                      COLLEGE BOUND STUDENT ALLIANCE, INC.
                 Condensed Consolidated Statements of Operations
                  for the three month periods ended October 31
                                   (Unaudited)


                                                       2001            2000
                                                   ------------    ------------
Revenue:
         Student services                          $  2,381,888    $    782,496
         Corporate sponsor contributions                   --             3,800
         Financing Revenue                              172,521
         Other, net                                        --               101
                                                   ------------    ------------
         Total revenue                                2,554,409         786,397

Cost of services                                        505,559         575,994
                                                   ------------    ------------
         Gross profit                                 2,048,850         210,403

Selling, general and administrative expenses          2,520,249       1,675,174
Depreciation and amortization                           121,112         134,519
                                                   ------------    ------------
         Operating (loss)                              (592,511)     (1,599,290)

Interest expense, net                                  (207,055)        (83,381)
                                                   ------------    ------------
         Net Income (loss)                         $   (799,566)   $ (1,682,671)
                                                   ------------    ------------
Net income (loss) per share
         - Basic and Diluted                       $      (0.03)   $      (0.07)
                                                   ============    ============
Weighted average number of common
         shares outstanding - Basic                  24,551,001      23,488,253
                                                   ============    ============


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

                                       5
<PAGE>


                      COLLEGE BOUND STUDENT ALLIANCE, INC.
                 Condensed Consolidated Statements of Cash Flows
                  for the Three Month Periods Ended October 31
                                   (Unaudited)


                                                        2001           2000
                                                     -----------    -----------
Cash flows from operating activities:
Net loss                                             $  (799,566)   $(1,682,671)
Adjustments to reconcile net loss to net cash
  Used in operating activities:
         Provision for doubtful accounts                  76,060        (23,655)
         Depreciation and amortization                   121,112        134,519
         Issuance of common stock for compensation
           To directors and employees                      5,000           --
         Issuance of common stock for purchase of
           Franchises                                      3,600           --
         Deferred compensation and royalties to
           Related parties                                41,200           --
         Issuance of common stock for services
           To third parties                                3,680           --
         Amortization of deferred compensation              --            8,781
         Deferred license fees                            41,668           --
         Non-cash stock cancellations                    (53,064)          --

Changes in operating assets and liabilities
         Due from customer contracts                        --        1,079,959
         Accounts receivable                            (606,560)       (23,432)
         Inventory                                       (46,340)      (204,766)
         Deferred customer contract expense             (272,089)        68,075
         Accounts payable                                177,928         34,610
         Accrued liabilities                              39,808        489,867
         Deferred revenue                                847,019         22,185
         Other                                           (39,996)          --
                                                     -----------    -----------
Net cash used by operating activities                   (460,540)       (96,528)

Cash flows from investing activities
         Purchase of property and equipment              (33,256)          --
                                                     -----------    -----------
Net cash used by investing activities                    (33,256)          --


                                       6
<PAGE>


                           COLLEGE BOUND STUDENT ALLIANCE, INC.
                      Condensed Consolidated Statements of Cash Flows
                       for the Three Month Periods Ended October 31
                                        (Unaudited)



Net cash provided (used) by financing activities:

         Proceeds from financed contracts                          1,345,474           --
         Payments on financed contracts                             (706,568)          --
         Amounts due from financed contracts                        (195,857)          --
         Proceeds from long term obligations                            --             --
         Payments on long term obligations                           (61,394)       (59,234)
         Payments on long term obligations - related parties         (15,573)      (130,538)
         Proceeds from long term obligations - related parties          --          273,056
         Common stock issued for cash                                   --           27,500
                                                                 -----------    -----------
Net cash provided by financing activities                            366,082        110,784
                                                                 -----------    -----------
Net increase (decrease) in cash                                     (127,714)        14,256

Cash at beginning of period                                          453,337        231,271
                                                                 -----------    -----------
Cash at end of period                                            $   325,623    $   245,527
                                                                 ===========    ===========
Supplemental disclosure of cash flow information-

Cash paid during the year for interest                           $   130,588    $    49,089
                                                                 ===========    ===========


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

                                            7
</TABLE>
<PAGE>


                      COLLEGE BOUND STUDENT ALLIANCE, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                          October 31, 2001 (Unaudited)

(1)  Basis of Preparation

     The accompanying unaudited condensed consolidated financial statements have
been prepared pursuant to the rules and regulations of the Securities and
Exchange Commission. Certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to such rules and
regulations. Although the Company believes that the disclosures are adequate to
make the information presented not misleading, it is suggested that these
condensed consolidated financial statements be read in connection with the
financial statements and notes thereto included in the Company's annual report
on Form 10-KSB for the year ended July 31, 2001.

     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 October 31, 2001 and July 31, 2001, and the results of operations
for each of the three month periods ended October 31, 2001 and 2000, and cash
flows for each of the three month periods ended October 31, 2001 and 2000.

     The operating results for the three month periods ended October 31, 2001
may not indicative of the results that may be expected for the year ended July
31, 2002.

     Recent Pronouncements- In June 2001, the Financial Accounting Standards
Board ("FASB") issued Statements of Financial Accounting Standards No. 141
"Business Combinations" (SFAS 141") and No. 142 "Goodwill and Other Intangible
Assets" ("SFAS 142"). 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.
The adoption of SFAS 141 is not expected to have a material effect on the
Company's financial position or its results of operations. SFAS 142, when
implemented in Fiscal 2003, will result in lower amortization expense to the
Company of approximately $325,000 per year.

     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, including (1)
the timing of the liability recognition, (2) initial measurement of the
liability, (3) allocation of asset retirement cost to expense, (4) subsequent
measurement of the liability and (5) financial statement disclosures. SFAS 143
requires that an asset retirement cost should be capitalized as part of the cost
of the related long-lived asset and subsequently allocated to expense using a

                                       8
<PAGE>


                      COLLEGE BOUND STUDENT ALLIANCE, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                          October 31, 2001 (Unaudited)


systematic and rational method. The Company will adopt the statement effective
no later than January 1, 2003, as required. The transition adjustment resulting
from the adoption of SFAS 143 will be reported as a cumulative effect of a
change in accounting principle. 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 August 2001, the FASB also approved SFAS 144, "Accounting for the Impairment
or Disposal of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of."
The new accounting model for long-lived assets applies to all long-lived assets,
including discontinued operations, and replaces the provisions of SFAS 121,
"Accounting for Impairment of Long-Lived Assets and for Long-Lived Assets to Be
Disposed Of" and APB Opinion No. 30, "Reporting Results of Operations-Reporting
the Effects of Disposal of Segment of a Business," for the disposal of segments
of a business. SFAS 144 requires that those long-lived assets be measured at the
lower of carrying amount or fair value less cost to sell, whether reported in
continuing operations or in discontinued operations. Therefore, discontinued
operations will no longer be measured at realizable value or include amounts for
operating losses that have not yet occurred. SFAS 144 also broadens the
reporting of discontinued operations to include all components of an entity with
operations that can be distinguished from the rest of the entity and that will
be eliminated from the ongoing operations of the entity in a disposal
transaction. The provisions of SFAS 144 are effective for financial statements
issued for fiscal years beginning after December 15, 2001 and, generally, are to
be applied prospectively. At this time, the Company cannot estimate the effect
of this statement on its financial position, results of operations or cash
flows.

(2)  Liquidity

     During fiscal 2001 the Company incurred significant operating losses and a
deterioration in working capital as it: revamped and improved product lines and
its marketing organization; consolidated the operations of its acquired
companies; and invested in expansion of its operations and infrastructure.
Management believes these activities consumed considerable focus and resulted in
significant losses during the first three quarters of fiscal 2001. A portion of
these costs were funded by a financing of the Company's on and off balance sheet
customer contract receivables. During the final quarter of fiscal 2001 financial
results indicate the Company was marginally profitable during this quarter and
new customer contracts sold increased 35% over the first fiscal quarter of 2001.

     During the first quarter of fiscal 2002 we incurred a loss of $799,566
compared to $1,682,671 the first quarter of fiscal 2001, and revenues increased
300% to $2,381,888 over last year. Had product deliveries approximated new
contract signings than the Company would have approached breakeven results for
the quarter. Our deliverables are dependent on our customer's submission of
completed questionnaires.

     The Company does not expect its near-term growth in cash flow from
increased sales will be sufficient to meet its obligations and will need to rely
on a significant portion of funding to continue its operations and fund its
growth. The Company has recently engaged two investment banking firms to assist
it in obtaining both debt and equity financing and certain investor prospects
have informally indicated an interest in making a significant investment. While
there is no guarantee the Company will be successful in attracting such
investment, management believes reorganization costs are behind it, the Company
has substantially decreased its losses from operations, sales are improving and
the fundamentals of its business are strong, which all present an attractive
investment vehicle with growth potential. Management and its investment banker
expect the terms and conditions of additional financing on senior debt are
expected to 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.

                                      9
<PAGE>


                      COLLEGE BOUND STUDENT ALLIANCE, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                           April 30, 2001 (Unaudited)


(3)  Revenue Recognition

     Revenue is recognized consistent with Staff Accounting Bulletin No. 101(SAB
101). For customer agreements where there are multiple deliverables and fair
value of the deliverables is not determinable, revenue is recognized over the
service period on the straight-line basis. Prior to January 1, 2001, the
multiple deliverables contracts included a service component that was
contractually available over the one-year contract period. Customers paid the
contracted fees at the beginning of the contract, in four equal installments in
the first four months of the contract, monthly over the contract period, or
weekly over the contract period. For those that paid at the beginning of the
contract, revenue is deferred and recognized ratably on a straight-line basis
over 12 months. For those that pay over four months, a portion of the first
payment is deferred and all payments thereafter are deferred and revenue is
recognized ratably on a straight-line basis over the contract period. For those
that pay in monthly installments, revenue is recognized consistent with
contractual collections and, accordingly, receivables and deferred revenues are
not recognized at contract initiation. Annual renewals purchased under these
contracts are accounted for on the same basis as the basic contract.

     Effective January 1, 2001, the Company introduced a new customer agreement
that does not contain multiple deliverables. The Company no longer offers the
multiple deliverables customer agreements effective January 1, 2001. The new
customer agreements obligate the Company to deliver a product called The College
Action Plan (TM) ("CAP"). The CAP is typically delivered within 3 to 6 months.
Revenue is recognized when the CAP is delivered.

     Management estimates that approximately 90 percent of the direct costs of
performing its obligations under the multiple deliverable agreements is incurred
in the first 90 days after contract initiation. 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. Management estimates that approximately 70 percent of the total
direct and indirect costs of performing its obligations are expensed in the
first 90 days after contract initiation. Accordingly, expenses recognized
historically have been disproportionately high as compared to reported revenue.

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

                                       10
<PAGE>


                      COLLEGE BOUND STUDENT ALLIANCE, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                          October 31, 2001 (Unaudited)


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

     Given the significant variance in accounting principles applied in purchase
accounting versus those applied subsequent to the July 31, 2000 acquisition of
TCP, the Company has provided the supplementary information under GENERAL of
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations to assist the reader of the condensed consolidated financial
statements in understanding the operating results for the three month periods
ended October 31, 2001 and 2000.

(4)  Common Stock Changes

     During the three months ended October 31, 2001, 50,000 shares were issued
in exchange for 500,000 options held by an individual and 810,000 shares
($53,064) were canceled in settlement of two disputes. Subsequent to October 31,
2001, The Company issued 15,000 shares in exchange for 265,000 options held by
an individual.

(5)  Net Income (Loss) Per Share

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

<TABLE>
<CAPTION>

Calculation of Weighted Average Shares Outstanding
                                                                   2001           2000
                                                                -----------    -----------
<S>                                                             <C>            <C>
Number of shares at beginning of three month period (July 31)    25,207,229     23,483,068

Weighted average shares cancelled, net of issuances,
  during the three month period ended October 31                   (656,228)         5,185
                                                                -----------    -----------
Weighted average shares outstanding for the
  three-month period ended October 31                            24,551,001     23,488,253
                                                                ===========    ===========
</TABLE>

                                       11
<PAGE>


                      COLLEGE BOUND STUDENT ALLIANCE, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                          October 31, 2001 (Unaudited)


(6)  Deferred Customer Contract Expenses

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

(7)  Legal Proceedings

     In fiscal 2000, the Attorney General of Minnesota filed suit against TCP
alleging deceptive trade practices, consumer fraud and false advertising, which
allegedly occurred prior to the acquisition of TPC by the Company. The
plaintiffs in the case are seeking injunctive and other relief. The Company is
vigorously contesting this action and believes it will be resolved without
material consequence to the Company. However, as this action may result in a
jury trial, an estimate of the loss, if any, could be up to $400,000.

     In fiscal 2001, the prior owners of a business acquired by the Company in
fiscal 1999 filed an action against the Company demanding payments on promissory
notes issued in the acquisition. The Company contends the purchase price was
overvalued as of the purchase date, that the remaining performance thresholds
have not been met and, therefore, the corresponding performance payments are not
due, and that a return of previous payments may be required. The Company also
terminated certain consulting and employment agreements to these prior owners
and filed suit against these parties. One of the prior owners subsequently filed
a counter suit against the Company alleging breach of executive employment
agreement and seeks monetary damages in the amount of $540,000, plus attorney
fees and other costs. The Company believes that it has meritorious defenses as
to the entire amount sought. Accordingly, no amounts have been accrued on this
action, however, the promissory notes on the acquisition remain outstanding. The
Company intends to vigorously contest this action and seek recovery of the
promissory notes issued.

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

(8)  Effects of the September 11, 2001 Tragedy

The September 11, 2001 tragedy had a limited adverse impact on the Company's
operations and financial events as a result of delayed mailings for 2 weekends
resulting in fewer reservations for the workshops and 20% fewer people with
reservations actually showing up for the workshops. Recent trends indicate
activities are returning to normal.

                                       12
<PAGE>


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

     We acquired three companies over the sixteen month period ended July 31,
2000 two of which were in the last two months of fiscal 2000. Therefore fiscal
2001 was a year of integration of these businesses and great transition.
Considerable effort and resources were expended during fiscal 2001 on
consolidating operations, realigning product lines and the sales organizations,
developing marketing strategies, improving and expanding product and services,
expanding the sales force, identifying and implementing efficiencies and
expanding infrastructure. As a result of these activities we continued to incur
significant losses during the 9 months ended April 30, 2001, which have put a
heavy strain on our financial resources and worsened our financial position. We,
however, reached profitability in the fourth quarter ended July 31, 2001 and
believe the worst is behind us.

Our fiscal year end is July 31. Except for the historical information contained
herein, the following discussion contains forward-looking statements that
involve risks and uncertainties. Our actual results could differ materially from
those discussed here. Factors that could cause or contribute to such differences
include, but are not limited to, those discussed in this section and elsewhere
herein.

RESULTS OF OPERATIONS: QUARTER ENDING OCTOBER 31, 2001 VERSUS QUARTER ENDING
OCTOBER 31, 2000

GENERAL

     The revenue recognized during fiscal quarter ending October 31, 2000 was
significantly impacted by revenues from contracts signed in the quarter being
deferred over a twelve month period whereas revenues from similar open contracts
as of July 31, 2000 were recorded as an asset at the time of acquisition and
therefore we did not recognize revenue from the existing contracts during our
first fiscal quarter. As a result of this factor the revenue reported in the
financial statements in the first fiscal quarter of 2000 is significantly less
than the underlying business activity.

     A substantial portion of the costs relating to the generation of such
revenues are recognized as an operating cost when they were incurred and
therefore have had the effect of increasing operating costs before the related
revenues are recognized. We believe the revenues and operating results of fiscal
2001 are not comparable to the prior year and most likely will not be comparable
to future periods as a result of the above factors affecting our revenues.

     Beginning January 1, 2001 the Company introduced new TCP products which
trigger revenue recognition when such products are shipped. Over 70% of the
direct expenses are incurred before or at date the customer enters into a
contract with the Company, and approximately 30% of these direct expenses are
deferred to be written off along with the related revenue recognized upon
shipment of the products, usually 60 to 120 days after contract signing. Thus,
operating results of each quarter are not necessarily indicative of future or
past quarters as the number of new contracts signed does not coincide with the
number of contracts under which product was delivered. Timing of deliveries of
the products is largely influenced by the timing of the delivery of information
by the customer which is required to complete the product.

     Deliveries for the quarter ended July 31, 2001 were 2,175 units (contracts
signed were 2,821) and the Company reported profit of $150,000. Deliveries for
the quarter ended October 31, 2001 were 1,725 (contract signings were 3,093) and
the Company reported a loss of $799,566; however, if the contracts delivered
during the quarter were equivalent to the amount signed during this quarter then
we estimate the results would have been about break-even. Deliveries are
dependent on the submission of completed questionnaires by the customer.

                                       13
<PAGE>


     Undelivered contracts for the quarter ended October 31, 2001 was 5,237, or
approximately $6,600,000 in revenue not yet recognized in the financial
statements.

     The table below summarizes the actual business activity for the past five
fiscal quarters as compared to the revenues recognized in the financial
statements for the same periods. TCP was acquired by us as of July 31, 2000.
TCP's contracts account for approximately 85% of our total revenue. Below is a
summary of TCP's contracts signed during each quarter, the value of TCP
contracts signed each quarter together with other company revenues, and the
revenues per financial statements, net of reserves.

<TABLE>
<CAPTION>

                                           Quarter          Quarter          Quarter          Quarter          Quarter
                                             Ended            Ended            Ended            Ended            Ended
                                          10-31-01          7-31-01          4-30-01          1-31-01         10-31-00
                                        ==========       ==========       ==========       ==========       ==========
<S>                                     <C>              <C>              <C>              <C>              <C>
Number of TCP contracts
  signed, net of cancellations               3,093            2,821            3,692            2,115            2,646
                                        ==========       ==========       ==========       ==========       ==========

Estimated value of TCP contracts
  signed, less estimated reserves       $2,905,789       $2,624,099       $3,296,612       $1,763,898       $1,895,289
                                        ==========       ==========       ==========       ==========       ==========

Open TCP customer contract
  receivables, net of reserves          $4,317,912       $3,894,349       $3,228,561       $1,901,809       $1,926,000
                                        ==========       ==========       ==========       ==========       ==========

Cash collected from TCP
  customers in period                   $2,444,176       $2,232,142       $2,397,361       $1,746,289       $1,942,261
                                        ==========       ==========       ==========       ==========       ==========

Number of open TCP customer
  contracts for which revenue
  has not been fully recognized              6,893            6,006            5,031            3,823            3,782
                                        ==========       ==========       ==========       ==========       ==========

Estimated value of TCP contracts
  signed, plus revenues from all
  other company student services        $3,226,146       $2,841,248       $3,604,248       $2,162,918       $2,327,675
                                        ==========       ==========       ==========       ==========       ==========
</TABLE>


     The number of weekend workshops varies from quarter to quarter depending on
holidays; there were 12, 9, 12, 10, and 12 workshop weekends in the fiscal
quarters ended October 31, 2001; July 31, 2001; April 30, 2001; January 31, 2001
and October 31, 2000, respectively. Seasonality is impacted by the number of
workshop weekends and also by lower turnouts during the November and December
holiday season. Numbers of contracts sold during the three and twelve months
ended July 2001 are higher than that experienced by TCP prior to the acquisition
in its prior year due to a higher unit selling price and higher unit sales
volume occurring with the introduction of our new and upgraded products
beginning January 1, 2001.

     While the results achieved in the fiscal quarter ended October 31, 2001 is
not necessarily indicative of future quarters, we believe we will achieve
profitability in calendar 2002, and can continue our growth rate and manage our
costs. The estimated value of the contracts entered into in the three months
ended October 31, 2001 exceeded the same period last year by over 30%, despite
some setback caused by the September 11 tragedy and related anthrax scares.

                                       14
<PAGE>


FINANCIAL CONDITION AS OF OCTOBER 31, 2001 AS COMPARED TO JULY 31, 2001

     Total assets have increased from $6,013,356 at July 31, 2001 to $6,682,569,
a change of approximately $669,000 at October 31, 2001. The increase was
primarily due to 1) an increase in trade receivables of approximately $530,000,
and 2) an increase in deferred customer contract expenses of approximately
$272,000. This was partially offset by the amortization and depreciation of
long-lived assets.

     Total liabilities increased from $9,149,801 at July 31, 2001 to $10,659,364
at October 31, 2001. Current liabilities increased from $6,545,350 at July 31,
2001 to $8,054,591 at October 31, 2001. The increase in current liabilities is
primarily a result of: a) an increase of approximately $847,000 due to receipts
of cash for customer contracts prior to delivery of the services during the
three months ended October 31,2001; and b) an increase in notes payable on
financing of $639,000, secured by customer contracts sold for which revenue has
not been recognized and accounts receivable.

     Stockholders' equity decreased from a deficit of approximately $3,136,445
at July 31, 2001 to a deficit of approximately $3,976,795 at October 31, 2001
primarily because of the net loss during the three-month period ended October
31, 2001.

     As of October 31, 2001 the Company has a working capital deficit of
approximately $4,114,449. Management plans to manage the deficit through
decreasing costs, increase the number of units delivered and continue to
increase the number of contracts sold. The Company will also pursue senior and
subordinated debt, along with continuing to seek equity financing to fund basic
operations and further expansion.

     The Company is currently disputing approximately $712,255 ($554,000 current
portion) of long-term debt associated with the acquisition of CBS-Athletes. The
Company recently completed a review of purchase price adjustments provided for
in the CBS-Athletes acquisition agreement and concluded no further payments are
due, and that a refund of prior payments may be due from the sellers of
CBS-Athletes. The former owners disagree with the Company's assessment and have
filed for arbitration under the Agreement. The Company cannot predict the
outcome or timing of the resolution of this matter.

RESULTS OF OPERATIONS: THREE-MONTH PERIODS ENDED OCTOBER 31, 2001 VERSUS OCTOBER
31, 2000

     GENERAL. The acquisition of The College Partnership, Inc. has dramatically
affected the Company's revenue and expense recognition methods. The Company
recognizes contract fee revenue from students on a straight-line basis over the
twelve-month term of the contracts with multiple deliverables. Customers have
the option to pay the full contract price when the contract is signed, in four
equal installments payable the first four months of the contract, in twelve
equal monthly installments or in weekly installments over one year. Customers
have the right to cancel the contract for a full refund within three days of
contract signing. Amounts due under contracts are not recorded until cash is
received. If a customer paying in four equal installments cancels their
contract, all deferred revenue at that time is recognized as revenue. If a
customer is paying in equal monthly or weekly installments, the revenue is
recognized as the payments are received. Effective January 1, 2001, the Company
introduced a new customer agreement that does not contain multiple deliverables.
The Company no longer offers the multiple deliverables customer agreements
effective January 1, 2001. The new customer agreements obligate the Company to
deliver a product called The College Action Plan (TM) (CAP). The CAP is
typically delivered within 60 to 120 days. Revenue is recognized when the CAP is
delivered.

                                       15
<PAGE>


     Deferred revenue is recorded for cash received in advance for services the
Company is obligated to perform. Direct workshop marketing costs, which are
included in selling, general and administrative expenses 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 that represent approximately
30% of the revenue it produces. For the contracts included in deferred revenue,
these costs have already been expensed. After the customer signs the contract
the remaining service to fulfill the Company's contractual obligation include
producing the CAP and continuing support as discussed below.

     The former contract is a multiple deliverable arrangement with two service
elements; 1) a tailored profile to assist the client in selecting a college and
2) continuing support, generally for a one year period, in assisting clients in
understanding the output as presented in the CAP, guidance in the college
application process and assistance in identifying sources of educational
financial assistance. These services are not separately priced nor can customers
select only one service. The CAP is generally delivered approximately 60 to 120
days after initiation of the client contract. Approximately 90% of direct costs
and 70% of total costs are incurred and expensed within 60 days of the contract
signing, although 83% of the revenue is deferred until the CAP is delivered,
approximately after 60 days after the contract signing.

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

     REVENUE. For the three-month periods ended October 31, 2001 the Company
signed 3,093 customer contracts, net of cancellations, which are higher than the
number signed for the same period last year. Customer contracts result in
student service revenue being recognized over the twelve month contract period
for the multiple deliverable contracts, or upon delivery of the CAP for the new
contracts.

     Student services revenue increased $1,599,392 or 204% for the three month
periods ended October 31, 2001 to $2,381,888 from $782,496 for the comparable
period in 2000, primarily as a result of the revenue recognition effects
described in the first paragraph under "GENERAL" on page 13. Revenue from
student services is expected to increase in fiscal 2001 as the marketing and
selling of other products is included in the TCP workshop marketing channel,
leads increase, the number of representatives grows and the sales per
representative increases.

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

                                       16
<PAGE>


     Financing revenue increased by $172,521 for the three-month period ended
October 31, 2001 from $0 for the comparable period last year. This primarily
represents interest earned on the sale and payments associated with the TCP
products.

     Other revenue decreased $101 primarily because of changes regarding the
policy of charging for training the franchise sales force.

     COST OF SERVICES. The cost of services for the three-month period ended
October 31, 2001 decreased $70,435 or 12% to $505,559 from $575,994 for the
comparable period in 2000. As a percentage of student services revenue, cost of
services was 21% for the current year as compared to 74% for the prior year.
Cost of service decreased as a percentage of revenue because of the low direct
cost of TCP's product and because the TCP product sales represent 85% of the
total Company sales. Cost of services is comprised primarily of production costs
for our product deliverables.

     OPERATING EXPENSES. Selling, general and administrative expenses increased
150% or $845,075 to $2,520,249 for the three-month period ended October 31 2001
from $1,675,174 for same period in 2000. The increase results from the high
sales and marketing costs associated with selling the TCP products which include
direct marketing campaigns, commissions and conducting workshops in over 300
locations during 2001.

     Our results have also been affected by the costs associated with the
integration of operational and administrative functions and building
infrastructure for future expansion.

     DEPRECIATION AND AMORTIZATION. Depreciation and amortization decreased 10%
or $13,407 to $121,112 for the three-month period ended October 31, 2001, as
compared to $134,519 for the same period in 2000. The depreciation and
amortization is primarily due to the acquisition of TCP, CFPI and CBS-Athletes
since their acquisitions resulted in intangible assets totaling $2,321,233.These
assets are generally being amortized over a 10-year period.

     OPERATING LOSS. Our operating loss for the three-month period ended October
31, 2001 was $592,511 compared to an operating loss of $1,599,290 in 2000. The
decrease in operating loss is primarily attributable to improved gross profits
being realized on higher student service revenues with this being partially
offset by higher selling, general and administrative expenses.

     NON-OPERATING INCOME (EXPENSE). Interest expense for the three month period
ended October 31, 2001 increased 148% or $123,674 to $207,055 as compared to
$83,381 for the same period in 2000. This increase is primarily due to the
financing of both our balance sheet and "off balance sheet" contract
receivables. Our interest expense is directly related to our level of borrowings
and related interest rates.

                                       17
<PAGE>


     NET LOSS AND NET LOSS PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS. Net
loss for three-month period ended October 31, 2001 was $799,566, as compared to
$1,682,671 for the comparable period in 2000. The basic and diluted net loss per
share attributable to common stockholders for 2001 was $0.03, as compared to net
loss per share of $0.07 for 2000.

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

     During fiscal 2001 we incurred significant operating losses and a
deterioration in working capital as we revamped and improved product lines and
our marketing organization, consolidated the operations of our acquired
companies and invested in expansion of our operations and infrastructure. We
believe these activities consumed considerable focus and resulted in significant
losses during the first three quarters of fiscal 2001. A portion of these costs
and operating deficits were funded by a financing of our on and off balance
sheet customer contract receivables, the deferral of compensation by certain
executives, the deferral of payments to certain vendors and related parties, and
stock issued for services. We recognize that these activities can not occur as a
long-term strategy. We need to generate positive cash flows from operations,
raise debt and equity financing and further corporate sponsor contributions.
During the final quarter of fiscal 2001 financial results indicate we were
marginally profitable during this quarter and new customer contracts sold
increased 35% over the first fiscal quarter of 2001.

     We do not expect our near-term growth in cash flow from increased sales
will be sufficient to meet our obligations and will need to rely on a
significant portion of outside funding to continue our operations and fund our
growth. We do believe, however, our current financing sources can provide us
adequate funding to sustain operations through fiscal 2002. We also believe we
can attract alternative sources of capital on more favorable terms. We have
recently engaged two investment banking firms to assist us in obtaining both
debt and equity financing and certain investor prospects have informally
indicated an interest in making a significant investment. While there is no
guarantee we will be successful in attracting such investment, we believe
reorganization costs are behind us, we have substantially decreased our losses
from operations, sales are improving and the fundamentals of our business are
strong, which all present an attractive investment vehicle with growth
potential. At October 31, 2001 we had financed approximately $1,500,000 of
receivables as senior debt, had pledged collateral of approximately $1,600,000
against the senior debt and had $1,600,000 of unencumbered receivables and
contracts. For financing purposes, we have been able to use as collateral open
contracts for which we have not yet delivered our product (therefore they are
not recorded as receivables for financial statement purposes) but these
contracts have met certain criteria for financing by our lender. We believe the
unencumbered contract receivables are available for further senior debt and the
collaterized receivables are available for subordinated debt. Our investment
banker estimates that approximately $3 to $5 million can be raised as
subordinated debt over and above a minimum of $1 million additional senior debt
securities. Management and our investment banker expect the terms and conditions
of additional financing on senior debt are expected to be better than the
existing line; however, terms may not be as beneficial to us on the subordinated
debt or equity securities as might otherwise be expected in normal circumstances
because of our past losses. Additionally, certain funds raised are required to
be paid to accelerate payments on debt obligations.

                                       18
<PAGE>


                           PART II. OTHER INFORMATION

Item 1. Legal Proceedings

     On May 26, 2000, the Federal Trade Commission ("FTC") commenced an
investigation against TCP with respect to consumer trade practices involving
advertising, promotions and sales that allegedly had occurred. These allegations
concern matters arising prior to the acquisition of TCP by CBSA. A settlement
order has being executed by the FTC, TCP and CBSA. This settlement will not have
an adverse effect on the business or the Company's financial statements.

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

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

     On February 23 and February 28, 2001, we terminated Wayne Gemas' consulting
agreement and Kevin Gemas' employment agreement, respectively. On March 1, 2001,
we filed a suit against Mr. Wayne Gemas and Mr. Kevin Gemas in District Court,
Arapahoe County, State of Colorado, alleging breach of contract, breach of
covenant good faith and fair dealing, breach of fiduciary duty, aiding and
abetting a breach of a fiduciary duty, civil conspiracy by the Gemas' and
requested exemplary damages, actual damages, attorney fees and other relief
deemed proper by the Court. If we do not prevail on the merits of this case, we
may be required to pay damages or court fees.

     On March 1, 2001, Mr. Kevin Gemas filed suit against us in Circuit Court,
Ozaukee County, State of Wisconsin, alleging breach of executive employment
agreement and seeks money damages in the amount of $540,000 plus attorney fees
and other costs. We terminated the agreement with Plaintiff pursuant to the
terms of the agreement. We believe that we have meritorious defenses as to the
entire amount sought. Accordingly, no amounts have been accrued. However, if
Plaintiff prevails we may be required to pay damages.

                                       19
<PAGE>


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

Item 2. Changes in Securities

     During the quarter ended October 31, 2001, the Company issued 30,500 share
of common stock to two third parties for services valued at $3,680. These
issuances were effective July 11, 2001 and May 14, 2001.

     During the quarter ended October 31, 2001, the Company issued 60,000 shares
of common stock to an individual for the repurchase of a franchise. This
issuance was effective August 2, 2001.

     During the quarter ended October 31, 2001, the Company issued 5,000 shares
of common stock to employees in exchange for 500,000 options to purchase common
stock of the Company. These issuances were effective September 26, 2001.

     During the quarter ended October 31, 2001, 450,100 shares of common stock
were returned to the Company and canceled in a settlement of a dispute.

     During the quarter ended October 31, 2001, the Company granted options to
purchase 975,000 shares to 6 employees and one member of the Board of Directors.

     During the quarter, the Company issued options to purchase 30,000 shares to
a vendor for services valued at $9,600.

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:

     Form 8-K; October 5, 2001; Item 4.
     Form 8-K/A; October 222001; Items 4 and 7.
     Form 8-K/A; November 8, 2001; Item 4 and 7.


                                       20
<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: December 20, 2001             By: /s/ Jerome M. Lapin
                                    Jerome M. Lapin
                                    Chief Executive Officer



Date: December 20, 2001             By: /s/ John J. Grace
                                    John J. Grace
                                    Chief Financial Officer



                                       21