UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   FORM 10-QSB

                                   (Mark One)

    [X] Quarterly Report Pursuant To Section 13 Or 15 (d) Of The Securities
                              Exchange Act Of 1934
               For the quarterly period ended: September 30, 2004

                                       Or

    [_] Transition Report Pursuant To Section 13 Or 15 (d) Of The Securities
                              Exchange Act Of 1934

        For the transition period from ______________ to _______________

                        Commission File Number: 000-28153

                      THE CYBER GROUP NETWORK CORPORATION
             (Exact name of registrant as specified in its charter)

            Nevada                                            33-0901534
(State or other jurisdiction of                           (I.R.S. Employer
 incorporation of origination)                         Identification Number)


  Post Office Box 948264 Maitland, FL.                         32794
(Address of principal executive offices)                     (Zip code)


                                 (407) 407-4433
              (Registrant's telephone number, including area code)


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
                                 Yes {x} No { }

          APPLICABLE ONLY TO ISSUERS INVLOVED IN BANKRUPTCY PROCEEDINGS
                                     DURING
                            THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and
reports required to filed by Sections 12, 13 or 15 (d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.
                                 Yes { } No { }

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each issuer's classes of common
stock, as of the latest practicable date: 177,188,665

                                TABLE OF CONTENTS

          PART I - FINANCIAL INFORMATION
          Item 1  - Financial Statements
          Item 2  - Management's Discussion and Analysis or Plan of Operation
          Item 3  - Controls and Procedures


<PAGE>
                         PART I - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS

                       THE CYBER GROUP NETWORK CORPORATION
                                 AND SUBSIDIARY

                          (A DEVELOPMENT STAGE COMPANY)
                             CONDENSED CONSOLIDATED
                              FINANCIAL STATEMENTS
                            AS OF SEPTEMBER 30, 20034

                       THE CYBER GROUP NETWORK CORPORATION
                                 AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)

                                    CONTENTS
                                    --------

PAGE 1 CONDENSED CONSOLIDATED BALANCE SHEETS AS OF
SEPTEMBER 30, 2004 (UNAUDITED) AND DECEMBER 31, 2003

PAGE 2 CONDENSED CONSOLIDATED STATEMENTS OF
OPERATIONS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003 AND
FOR THE PERIOD FROM MARCH 21, 2000 (INCEPTION) TO SEPTEMBER 30, 2004
(UNAUDITED)

PAGES 3 - 4 CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN
STOCKHOLDERS' DEFICIENCY FOR THE PERIOD FROM MARCH 21, 2000 (INCEPTION) TO
SEPTEMBER 30, 2004 (UNAUDITED)

PAGE 5 CONDENSED CONSOLIDATED STATEMENTS OF CASH
FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003 AND FOR THE PERIOD
FROM MARCH 21, 2000 (INCEPTION) TO SEPTEMBER 30, 2004 (UNAUDITED)

PAGES 6 - 9 NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS AS OF SEPTEMBER 30, 2004 (UNAUDITED)


<PAGE>
<TABLE>
<CAPTION>
                             THE CYBER GROUP NETWORK CORPORATION AND SUBSIDIARY

                                      (A DEVELOPMENT STAGE COMPANY)
                                  CONDENSED CONSOLIDATED BALANCE SHEETS
                             AS OF SEPTEMBER 30, 2004 AND DECEMBER 31, 2003
                             ----------------------------------------------


                                            ASSETS
                                            ------
                                                                             September 30,
                                                                                 2004         December 31,
                                                                              (Unaudited)         2003
                                                                            ---------------  --------------
<S>                                                                         <C>              <C>
CURRENT ASSETS
  Cash                                                                      $        1,607   $          40
                                                                            ---------------  --------------

TOTAL ASSETS                                                                $        1,607   $          40
                                                                            ===============  ==============

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

CURRENT LIABILITIES
  Accounts payable                                                          $      180,235   $     180,235
  Accrued expenses                                                                 123,698         109,205
  Loans payable                                                                    231,317         231,317
  Payable to related party                                                          52,210          52,210
  Due to officers                                                                  768,451         574,380
                                                                            ---------------  --------------
    Total Current Liabilities                                                    1,355,911       1,147,347
                                                                            ---------------  --------------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' DEFICIENCY
Preferred stock, $0.001 par value, 50,000,000 shares authorized, 2,000,000
  shares issued and outstanding                                                      2,000           2,000
Common stock, $0.001 par value, 500,000,000 shares authorized,
  177,188,665 and 145,646,665 shares issued and outstanding, respectively          177,188         145,646
Additional paid-in capital                                                      10,504,593      10,343,235
Deficit accumulated during development stage                                   (12,038,085)    (11,638,188)
                                                                            ---------------  --------------

TOTAL STOCKHOLDERS' DEFICIENCY                                                  (1,354,304)     (1,147,307)
                                                                            ---------------  --------------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY                              $        1,607   $          40
                                                                            ===============  ==============
<FN>
See accompanying notes to condensed consolidated financial statements.
</TABLE>


                                        1
<PAGE>
<TABLE>
<CAPTION>
                                 THE CYBER GROUP NETWORK CORPORATION AND SUBSIDIARY
                                            (A DEVELOPMENT STAGE COMPANY)
                                  CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                          FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003
                          ---------------------------------------------------------------
                      AND FOR THE PERIOD FROM MARCH 21, 2000 (INCEPTION) TO SEPTEMBER 30, 2004
                      ------------------------------------------------------------------------
                                                     (UNAUDITED)


                                                                                                                Cumulative From
                                            For the Three    For the Three    For the Nine     For the Nine     March 21, 2000
                                            Months Ended     Months Ended     Months Ended     Months Ended     (Inception) To
                                            September 30,    September 30,    September 30,    September 30,     September 30,
                                                2004             2003             2004             2003               2004
                                           ---------------  ---------------  ---------------  ---------------  -----------------
<S>                                        <C>              <C>              <C>              <C>              <C>
REVENUE                                    $            -   $            -   $            -   $            -   $        237,304

COST OF GOODS SOLD                                      -                -                -                -             45,718
                                           ---------------  ---------------  ---------------  ---------------  -----------------

GROSS PROFIT                                            -                -                -                -            191,586
                                           ---------------  ---------------  ---------------  ---------------  -----------------

OPERATING EXPENSES
Selling, general and administrative               246,593           67,518          385,404          263,869         10,401,643
Impairment of property, plant and equipment             -                -                -                -             44,113
Impairment of goodwill                                  -                -                -                -            295,000
                                           ---------------  ---------------  ---------------  ---------------  -----------------
Total Operating Expenses                          246,593           67,518          385,404          263,869         10,740,756
                                           ---------------  ---------------  ---------------  ---------------  -----------------

LOSS FROM OPERATIONS                             (246,593)         (67,518)        (385,404)        (263,869)       (10,549,170)
                                           ---------------  ---------------  ---------------  ---------------  -----------------

OTHER EXPENSE (INCOME)
Other income                                            -           (3,422)               -           (6,404)           (47,572)
Interest expense                                    4,831            5,278           14,493           15,834          1,536,487
                                           ---------------  ---------------  ---------------  ---------------  -----------------
Total Other Expense                                 4,831            1,856           14,493            9,430          1,488,915
                                           ---------------  ---------------  ---------------  ---------------  -----------------

NET LOSS                                   $     (251,424)  $      (69,374)  $     (399,897)  $     (273,299)  $    (12,038,085)
                                           ===============  ===============  ===============  ===============  =================

Net loss per share - basic and diluted     $        (.001)  $        (.000)  $        (.003)  $        (.002)
                                           ===============  ===============  ===============  ===============

Weighted average number of common shares
outstanding - basic and diluted               174,788,730      145,646,665      155,431,592      145,635,676
                                           ===============  ===============  ===============  ===============
<FN>
See accompanying notes to condensed consolidated financial statements.
</TABLE>


                                        2
<PAGE>
<TABLE>
<CAPTION>
                                       THE CYBER GROUP NETWORK CORPORATION AND SUBSIDIARY
                                                 (A DEVELOPMENT STAGE COMPANY)
                          CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIENCY
                            FOR THE PERIOD FROM MARCH 21, 2000 (INCEPTION) TO SEPTEMBER 30, 2004
                            --------------------------------------------------------------------
                                                         (UNAUDITED)


                                                                                                         Deficit
                                                                                                        Accumulated
                                                                                          Additional      During
                                                 Preferred Stock     Common     Stock     Paid-In      Development
                                                 Shares    Amount     Shares    Amount     Capital         Stage         Total
                                                --------  --------  ----------  -------  ------------  -------------  ------------
<S>                                             <C>       <C>       <C>         <C>      <C>           <C>            <C>
Issuance of common stock and recapitalization
  due to acquisition on March 21, 2000                 -  $      -     740,400  $   740  $      (740)  $          -   $         -

Issuance of stock for services rendered                -         -     608,519      609    1,277,591              -     1,278,200

Issuance of stock for compensation                     -         -      83,487       83      243,372              -       243,455

Issuance of stock for donations                        -         -      18,333       18       29,932              -        29,950

Conversion of convertible redeemable
  debentures                                           -         -     794,058      794      999,206              -     1,000,000

Conversion of convertible redeemable
  debentures                                           -         -     260,519      261      271,239              -       271,500

Stock options issued for compensation                  -         -           -        -      237,750              -       237,750

Stock options issued for services rendered             -         -           -        -      220,000              -       220,000

Interest from beneficial conversion features           -         -           -        -      932,291              -       932,291

Issuance of stock for interest expense                 -         -      88,889       89       99,911              -       100,000

Net loss, 2000                                         -         -           -        -            -     (4,509,712)   (4,509,712)
                                                --------  --------  ----------  -------  ------------  -------------  ------------

Balance, December 31, 2000                             -         -   2,594,205    2,594    4,310,552     (4,509,712)     (196,566)

Issuance of common stock for services rendered         -         -  13,350,675   13,350    2,752,503              -     2,765,853

Issuance of stock for compensation                     -         -   1,998,841    1,999      592,296              -       594,295
<FN>
See accompanying notes to condensed consolidated financial statements.
</TABLE>


                                        3
<PAGE>
<TABLE>
<CAPTION>
                                 THE CYBER GROUP NETWORK CORPORATION AND SUBSIDIARY
                                          (A DEVELOPMENT STAGE COMPANY)
                     CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIENCY
                       FOR THE PERIOD FROM MARCH 21, 2000 (INCEPTION) TO SEPTEMBER 30, 2004
                       --------------------------------------------------------------------
                                                 (UNAUDITED)

                                                                                                    Deficit
                                                                                                  Accumulated
                                                                                    Additional      During
                                      Preferred   Stock      Common       Stock      Paid-In      Development
                                       Shares    Amount      Shares      Amount      Capital         Stage          Total
                                      ---------  -------  ------------  ---------  ------------  -------------  -------------
<S>                                   <C>        <C>      <C>           <C>        <C>           <C>            <C>
Conversion of convertible redeemable
  debentures                                  -        -      657,385        657       603,188              -        603,845

Interest from beneficial conversion
  features                                    -        -            -          -       218,922              -        218,922

Issuance of other stock - litigation          -        -      600,000        600       148,400              -        149,000

Issuance of restricted shares                 -        -    5,555,555      5,556        (5,556)             -              -

Preferred stock issued                2,000,000    2,000            -          -       211,250              -        213,250

Net loss, 2001                                -        -            -          -             -     (4,902,903)    (4,902,903)
                                      ---------  -------  ------------  ---------  ------------  -------------  -------------

Balance, December 31, 2001            2,000,000    2,000   24,756,661     24,756     8,831,555     (9,412,615)      (554,304)

Issuance of stock to pay loans                -        -   30,253,157     30,253       346,023              -        376,276

Issuance of stock for compensation            -        -   20,010,289     20,010       479,275              -        499,285

Issuance of stock for services                -        -   73,214,520     73,215       678,094              -        751,309

Stock rescinded                               -        -   (5,587,962)    (5,588)        5,588              -              -

Net loss, 2002                                -        -            -          -             -     (1,924,803)    (1,924,803)
                                      ---------  -------  ------------  ---------  ------------  -------------  -------------

Balance, December 31, 2002            2,000,000    2,000  142,646,665    142,646    10,340,535    (11,337,418)      (852,237)

Issuance of stock for services                -        -    3,000,000      3,000         2,700              -          5,700

Net loss, 2003                                -        -            -          -             -       (300,770)      (300,770)
                                      ---------  -------  ------------  ---------  ------------  -------------  -------------

BALANCE, December 31, 2003            2,000,000  $ 2,000  145,646,665   $145,646   $10,343,235   $(11,638,188)  $ (1,147,307)

Issuance of stock for services,
Loan repayments and compensation            -          -   32,542,000     32,542       160,358              -        192,900

Stock rescinded                             -          -   (1,000,000)    (1,000)        1,000              -              -

Net loss, 2004                              -        -            -          -             -         (399,897)      (399,897)
                                      ---------  -------  ------------  ---------  ------------  -------------  -------------
Balance, September 30,2004            2,000,000  $ 2,000  177,188,665   $177,188   $10,504,593   $(12,038,085)   ($1,354,304)
                                      =========  =======  ============  =========  ============  =============  =============
<FN>
See accompanying notes to condensed consolidated financial statements.
</TABLE>


                                        4
<PAGE>
<TABLE>
<CAPTION>
               THE CYBER GROUP NETWORK CORPORATION AND SUBSIDIARY

                          (A DEVELOPMENT STAGE COMPANY)
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
          FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003 AND FOR
          -------------------------------------------------------------
        THE PERIOD FROM MARCH 21, 2000 (INCEPTION) TO SEPTEMBER 30, 2004
        ----------------------------------------------------------------
                                   (UNAUDITED)


                                                                                For the Period
                                                                                     from
                                                                                  March 21,
                                                For the Nine    For the Nine         2000
                                                Months Ended    Months Ended    (Inception) to
                                               September 30,   September 30,    September 30,
                                                    2004            2003             2004
                                               --------------  --------------  ----------------
<S>                                            <C>             <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES           $       $1,567  $        1,622       (1,923,301)
                                               --------------  --------------  ----------------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchase of property, plant and equipment                 -               -         (125,506)
  Purchase of license rights                                -               -          (79,000)
  Proceeds used in business acquisition                     -               -         (295,000)
                                               --------------  --------------  ----------------
    Net Cash Used In Investing Activities                   -               -         (409,506)
                                               --------------  --------------  ----------------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Repayment of loan payable                                                            (16,500)
  Proceeds from loan payable                                -               -         (644,104)
  Proceeds from issuance of convertible debt                -               -        1,787,810
                                               --------------  --------------  ----------------
    Net Cash Provided By Financing Activities               -               -        2,415,414
                                               --------------  --------------  ----------------

NET INCREASE (DECREASE) IN CASH                         1,567           1,622            1,607

CASH - BEGINNING OF PERIOD                                 40             800                -
                                               --------------  --------------  ----------------

CASH - END OF PERIOD                           $        1,607  $        2,422  $         1,607
                                               ==============  ==============  ================

SUPPLEMENTAL DISCLOSURE CASH FLOW INFORMATION
---------------------------------------------

Cash paid for income taxes                     $            -  $            -  $         1,922
                                               ==============  ==============  ================

Cash paid for interest                         $            -  $            -  $             -
                                               ==============  ==============  ================
</TABLE>

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
-----------------------------------------------------------------------
During the nine months ended September 30, 2004, the Company issued 32,542,000
shares of common stock with a fair value of $192,900 for services rendered,
repayment of loans and compensation to Officers and Directors.


See accompanying notes to condensed consolidated financial statements.


                                        5
<PAGE>
               THE CYBER GROUP NETWORK CORPORATION AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
   NOTES TO CONDENSED CONSOLIDTED FINANCIAL STATEMENTSAS OF SEPTEMBER 30, 2004


NOTE 1 BUSINESS ACTIVITY
------------------------

On March 21, 2000, The Cyber Group Network Corporation and Subsidiary (the
"Company", "CGPN", "Cyber Group") was incorporated in the State of California
and subsequently purchased Hollywood Entertainment Network, Inc.  The Company is
a technology driven, internet based, computer security company with one main
area of focus: Computer Security. The primary purpose is to continue to
transition the Company into a self-sufficient, revenue-generating company,
capable of increasing shareholder value.  The Company is also very focused on
exceeding customer expectations and industry demand. the Company's mission is to
allow people and businesses around the globe to protect their computers with
innovative computer security solutions.

NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
-------------------------------------------------

(A) BASIS OF PRESENTATION
-------------------------

The accompanying condensed consolidated financial statements include the
accounts of The Cyber Group Network Corporation and its subsidiary (the
"Company"). These statements have been prepared in accordance with accounting
principles generally accepted in the United States of America for interim
financial information and the instructions to Form 10-QSB and do not include all
the information and footnotes required by accounting principles generally
accepted in the United States of America for complete financial statements. In
the opinion of management, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation of the results for the
interim periods have been included. Operating results for the nine months ended
September 30, 2004 are not necessarily indicative of the results that may be
expected for the year ended December 31, 2004. The accompanying condensed
consolidated financial statements and the information included under the heading
"Management's Discussion and Analysis" should be read in conjunction with the
Company's consolidated financial statements and related notes included in the
Company's Form 10-KSB for the year ended December 31, 2003.


<PAGE>
(B) USE OF ESTIMATES
--------------------

The preparation of financial statements in conformity with generally accepted
accounting principles in the United States of America requires the Company 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, as well as the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those
estimates.

(C) EARNINGS PER SHARE
----------------------

In accordance with SFAS No. 128, "Earnings Per Share", basic net loss per share
has been computed based on the weighted-average of common shares outstanding
during the period. Diluted earnings per share include the effects of any
outstanding financial instruments that may be converted into common stock, and
therefore classified as common stock equivalents. SFAS No. 128 provides guidance
to calculate the equivalent number of common shares that would be likely issued
in the event the holder would elect to convert the financial instrument into
common shares. As per SFAS No. 128, common stock equivalents are not considered
in the diluted earnings per share calculations because the effect would have
been anti-dilutive.

NOTE 3 COMMITMENTS AND CONTINGENCIES
------------------------------------

The Company is involved in certain legal proceeding and claims that arise in the
normal course of business. The Company does not believe that the outcome of
these matters will have a material adverse effect on its financial position or
results of operations.

NOTE 4 STOCKHOLDERS' DEFICIENCY
-------------------------------

On November 23, 2001, the Board of Directors approved a fifteen to one reverse
stock split on all of the outstanding common shares of the Company. All
references to common shares and loss per common share amounts have been adjusted
to reflect the 15-to-1 reverse common stock split. The common shares commenced
trading on a post reverse split basis on November 26, 2001.

(A) COMMON STOCK
----------------

During the nine months ended September 30, 2004, the Company issued 32,542,000
shares of common stock with a fair value of $192,900 for services rendered,
repayment of loans and compensation to officers and directors.

During the year ended December 31, 2002, the Company issued 30,253,157 shares of
common stock with a fair value of $376,276 to settle certain loans payable.

During the years ended December 31, 2003 and 2002 and for the period from March
21, 2000 (inception) to December 31, 2000, the Company issued 3,000,000,
73,214,520 and 13,350,675 shares of common stock (reflective of reverse split)
for services rendered valued at $5,700, $751,309 and $4,044,053 respectively.
The services were valued at the fair market value of the stock on the date of
issuance. For the period from March 21, 2000 (inception) to December 31, 2000,
the Company issued option for services rendered value at $220,000.

During the years ended December 31, 2003 and 2002 and for the period from March
21, 2000 (inception) to December 31, 2000, the Company issued 0, 20,010,289, and
2,082,328 shares of common stock (reflective of reverse split) as compensation
totaling $0, $499,285, and $837,750 respectively. These transactions were valued
at the fair market value of the stock on the date of issuance.

For the period from March 21, 2000 (inception) to December 31, 2001, the Company
converted $1,875,345 of its Series A and Series SPA Subordinated Convertible
Redeemable Debentures and accrued interest into 1,711,962 shares of common stock
(reflective of reverse split), respectively.

For the period from March 21, 2000 (inception) to December 31, 2001, the Company
issued 18,333 shares of common stock (reflective of reverse split) as donations
to nonprofit organizations valued at $29,950, respectively. These transactions
were valued at the fair market value of the stock on the date of issuance.

For the period from March 21, 2000 (inception) to December 31, 2001, the Company
issued 88,889 shares of common stock (reflective of reverse split) as interest
expense totaling $100,000.

For the period from March 21, 2000 (inception) to December 31, 2001, the Company
issued options (net of those terminated) to employees and Board of Directors to
purchase 10,475,972 shares of common stock, respectively, and recorded
compensation expense, which is included in the issuance of stock for
compensation in the statements of changes in stockholders' deficiency for
$237,750.

During the year ended December 31, 2001, the Company issued 5,555,555 shares of
common stock to the former CEO for inventions per his employment agreement. In
early 2002, the Company rescinded 5,587,962 shares from the former CEO due to
complications incurred with the former CEO. No expense was recorded in relation
to these transactions.


<PAGE>
During the year ended December 31, 2001, the Company issued 600,000 shares of
common stock with a fair value of $149,000 in relation to the litigation
discussed in Note 6(D) of the December 31, 2002 financial statements.

During the year ended December 31, 2001, the Company issued 2,000,000 shares of
preferred stock with a fair value of $213,250 in relation to the litigation
discussed in Note 6 (D) of the December 31, 2002 financial statements.

NOTE 5 RELATED PARTY TRANSACTIONS
---------------------------------

During the period ended September 30, 2004 and year ended December 31, 2003 the
Company made certain advances to and had loans from its former Chief Executive
Officer and other related individuals. As of September 30, 2004 and December 31,
2003, the due to officers account on the balance sheet includes these loans and
accrued compensation to officers and directors of the Company.

As of September 30, 2004 and December 31, 2003, the Company had a loan payable
to a related party totaling $52,210.

NOTE 6 RECENT ACCOUNTING PRONOUNCEMENTS
---------------------------------------

In May 2003, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial Accounting Standards ("SFAS") No. 150, "Accounting For Certain
Financial Instruments with Characteristics of both Liabilities and Equity".
SFAS No. 150 changes the accounting for certain financial instruments with
characteristics of both liabilities and equity that, under previous
pronouncements, issuers could account for as equity.  The new accounting
guidance contained in SFAS No. 150 requires that those instruments be classified
as liabilities in the balance sheet.

SFAS No. 150 affects the issuer's accounting for three types of freestanding
financial instruments.  One type is mandatorily redeemable shares, which the
issuing company is obligated to buy back in exchange for cash or other assets.
A second type includes put options and forward purchase contracts, which
involves instruments that do or may require the issuer to buy back some of its
shares in exchange for cash or other assets.  The third type of instruments that
are liabilities under this Statement is obligations that can be settled with
shares, the monetary value of which is fixed, tied solely or predominantly to a
variable such as a market index, or varies inversely with the value of the
issuers' shares.  SFAS No. 150 does not apply to features embedded in a
financial instrument that is not a derivative in its entirety.

Most of the provisions of Statement 150 are consistent with the existing
definition of liabilities in FASB Concepts Statement No. 6, "Elements of
Financial Statements".  The remaining provisions of this Statement are
consistent with the FASB's proposal to revise that definition to encompass
certain obligations that a reporting entity can or must settle by issuing its
own shares.  This Statement shall be effective for financial instruments entered
into or modified after May 31, 2003 and otherwise shall be effective at the
beginning of the first interim period beginning after June 15, 2003, except for
mandatorily redeemable financial instruments of a non-public entity, as to which
the effective date is for fiscal periods beginning after December 15, 2004.

NOTE 7 GOING CONCERN
--------------------

The accompanying consolidated financial statements have been prepared in
conformity with generally accepted accounting principles that contemplate the
Company's continuation as a going concern. For the nine months ended September
30, 2004, CGPN incurred net losses of $399,898 and had a working capital
deficiency and a stockholders' deficiency of $1,354,304 as of September 30,
2004.  In addition, the Company was still in the development stage as of
September 30, 2004. These factors raise substantial doubt about the Company's
ability to continue as a going concern.

The attainment of profitable operations is dependent upon the Company obtaining
adequate debt and/or equity financing and developing an effective marketing
campaign to generate a consistent cash flow. The financial statements do not
include any adjustments relating to the recoverability and classification of
recorded asset amounts or amounts and classification of liabilities that might
be necessary should the Company be unable to continue in existence.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

The following discussion and analysis should be read in conjunction with our
consolidated financial statements and related footnotes for the year ended
December 31, 2003 included in FORM 10KSB filed with the SEC on May 17, 2004. The
discussion of results, causes and trends should not be construed to imply any
conclusion that such results or trends will necessarily continue in the future.

RESULTS OF OPERATIONS

Since inception in March 2000, the Company has been in the development state.
The primary focus has been on the development and marketing of its hardware and
software devices, E-Snitch and PPIRT, respectively.  Because the Company began
shipment of PPIRT in the late fourth quarter 2000 and shipped minimal product,
minimal revenue has been generated to date.  Because substantially all of its
efforts have been concentrated in research and development activities, it has
operated at a net loss since inception.   The Company incurred a net loss of
$251,425 and $69,374 for the quarters ended September 30, 2004 and 2003,
respectively.  The third quarter 2004 losses have increased about 262% compared
to the same period in 2003.  The increase in the net loss is primarily due to
the issuance of stock for services the Company


<PAGE>
issued during the quarter ended September 30, 2004.

The Company has received reports on its financial statements for the periods
ending December 31, 2003 and 2002 from its current and previous independent
auditors that include explanatory paragraphs describing the Company's
uncertainty to continue as a going concern.  These financial statements
contemplate the ability to continue as a going concern and as such do not
include any adjustments that might result from this uncertainty.

LIQUIDITY AND CAPITAL RESOURCES

As of the fiscal quarter ended September 30, 2004,  the Company had a net loss
of $399,898.  The Company had current and total assets of $1,607.  The Company
was in a negative working capital position of $1,354,304 as of September 30,
2004.  These factors raise substantial doubt about our ability to continue as a
going concern.  Our ability to continue as a going concern is dependent on our
ability to raise additional funds and implement our business plan.  The
condensed financial statements do not include any adjustments that might be
necessary if we are unable to continue as a going concern.

CASH REQUIREMENTS AND ADDITIONAL FUNDING

The Company needs to immediately raise additional capital to run the daily
operating activities of the business.  The current cash on hand is insufficient
to meet its anticipated needs for working capital, capital expenditures and
business development for the next twelve months.  Because the Company has not
sustained a consistent revenue stream, it will need to raise additional capital
to meet its operating needs.  The Company will continue to research various
methods of acquiring capital, like private placement, debt refinancing and SB2
filings.  The Company recognizes that filing and SB2 can potentially lead to
stock dilution, however, it may be the most effective means to generate cash
flow.  Irrespective of the funding method, this funding will cover such costs as
marketing and distribution, maintaining and upgrading technology, recurring
overhead expenses for the day-to-day operation of the business and other
unexpected expenses due to economic changes.  The Company cannot guarantee that
the financing will be available in certain amount or on acceptable terms.

RECENT ACCOUNTING PRONOUNCEMENTS

In May 2003, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial Accounting Standards ("SFAS") No. 150, "Accounting For Certain
Financial Instruments with Characteristics of both Liabilities and Equity". SFAS
No. 150 changes the accounting for certain financial instruments with
characteristics of both liabilities and equity that, under previous
pronouncements, issuers could account for as equity. The new accounting guidance
contained in SFAS No. 150 requires that those instruments be classified as
liabilities in the balance sheet.

SFAS No. 150 affects the issuer's accounting for three types of freestanding
financial instruments.  One type is mandatorily redeemable shares, which the
issuing company is obligated to buy back in exchange for cash or other assets.
A second type includes put options and forward purchase contracts, which
involves instruments that do or may require the issuer to buy back some of its
shares in exchange for cash or other assets.  The third type of instruments that
are liabilities under this Statement is obligations that can be settled with
shares, the monetary value of which is fixed, tied solely or predominantly to a
variable such as a market index, or varies inversely with the value of the
issuers' shares.  SFAS No. 150 does not apply to features embedded in a
financial instrument that is not a derivative in its entirety.

Most of the provisions of Statement 150 are consistent with the existing
definition of liabilities in FASB Concepts Statement No. 6, "Elements of
Financial Statements".  The remaining provisions of this Statement are
consistent with the FASB's proposal to revise that definition to encompass
certain obligations that a reporting entity can or must settle by issuing its
own shares.  This Statement shall be effective for financial instruments entered
into or modified after May 31, 2003 and otherwise shall be effective at the
beginning of the first interim period beginning after June 15, 2003, except for
mandatorily redeemable financial instruments of a non-public entity, as to which
the effective date is for fiscal periods beginning after December 15, 2004.

FORWARD-LOOKING STATEMENTS

Certain matters discussed in this report contain forward-looking statements that
are subject to risks and uncertainties that could cause actual results to differ
materially from those indicated by such forward-looking statements. These
forward-looking statements relate to, among other things, capital expenditures,
liquidity, capital resources and competition and may be indicated by words or
phrases such as "anticipate", "estimate", "plans", "projects", "continuing",
"ongoing", "expects", "management believes", "the Company believes", "the
Company intends" and similar words or phrases. The following factors and others
discussed in the Company's periodic reports and filings with the Securities and
Exchange Commission are among the principal factors that could cause actual
results to differ materially from the forward-looking statements: availability
and terms of financing; risk insurance markets; competition; general economic
conditions; interest rates; and inflation. However, this list is not a complete
statement of all potential risks or uncertainties.

These forward-looking statements are made as of the date hereof based on
management's current expectations, and the Company does not undertake an
obligation to update such statements, whether as a result of new information,
future events or otherwise. Additional information regarding these and other
risk factors may be found in the Company's other filings made from time to time
with the Securities and Exchange Commission.


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                           PART II - OTHER INFORMATION

ITEM 3 - CONTROLS AND PROCEDURES

Disclosure controls and procedures are designed to ensure information required
to be disclosed in our periodic reports filed with the Securities and Exchange
Commission under the Securities Exchange Act of 1934 is recorded, processed,
summarized and reported, within the time periods specified in the rules and
forms of the Securities and Exchange Commission. Disclosure controls and
procedures include, without limitation, controls and procedures designed to
ensure that information required to be disclosed in the periodic reports filed
under the Securities Exchange Act of 1934 is accumulated and communicated to
management, including the Chief Executive Officer and Principal Financial
Officer, as appropriate, to allow timely decisions regarding required
disclosure.

As of the date of the period covered in the filing of this Report, we have
conducted an evaluation of the effectiveness of the design and operation of our
disclosures controls and procedures pursuant to Securities and Exchange Act Rule
13a-14. This evaluation will be conducted before the issuance of our end of year
quarter 10QSB / 10KSB.




                                   SIGNATURES

PURSUANT TO THE REQUIREMENTS OF THE EXCHANGE ACT OF 1934, THE REGISTRANT HAS
DULY CAUSED THIS REPORT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO
DULY AUTHORIZED.

THE CYBER GROUP NETWORK CORPORATION
-----------------------------------
                                  (REGISTRANT)

                          Dated: December 14, 2004

                          BY: /S/  R. SCOTT CRAMER
                          CHIEF EXECUTIVE OFFICER


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