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: March 31, 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) 645-4433
              (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 {_}


<PAGE>
                      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: 145,646,665

--------------------------------------------------------------------------------
                                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

PART II  - OTHER INFORMATION
Item 6   - Exhibits and Reports on Form 8-K

--------------------------------------------------------------------------------


                         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 MARCH 31, 2004


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


                                    CONTENTS
                                    --------



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

PAGE     2    CONDENSED CONSOLIDATED STATEMENTS OF
              OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31,
              2004 AND 2003 AND FOR THE PERIOD FROM MARCH 21, 2000
              (INCEPTION) TO MARCH 31, 2004 (UNAUDITED)

PAGES  3 - 4  CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN
              STOCKHOLDERS' DEFICIENCY FOR THE PERIOD FROM
              MARCH 21, 2000 (INCEPTION) TO MARCH 31, 2004
              (UNAUDITED)

PAGE     5    CONDENSED CONSOLIDATED STATEMENTS OF CASH
              FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 2004
              AND 2003 AND FOR THE PERIOD FROM MARCH 21, 2000
              (INCEPTION) TO MARCH 31, 2004 (UNAUDITED)

PAGES  6 - 9  NOTES TO CONDENSED CONSOLIDATED FINANCIAL
              STATEMENTS AS OF MARCH 31, 2004 AND 2003 (UNAUDITED)


<PAGE>
<TABLE>
<CAPTION>
                             THE CYBER GROUP NETWORK CORPORATION AND SUBSIDIARY
                                       (A DEVELOPMENT STAGE COMPANY)
                                   CONDENSED CONSOLIDATED BALANCE SHEETS
                            AS OF MARCH 31, 2004 (UNAUDITED) AND DECEMBER 31, 2003
                            ------------------------------------------------------

                                                   ASSETS
                                                   ------

                                                                                March 31,
                                                                                  2004        December 31,
                                                                               (Unaudited)        2003
                                                                              -------------  --------------
<S>                                                                           <C>            <C>
Cash                                                                          $        184   $          40
                                                                              =============  ==============

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

CURRENT LIABILITIES
  Accounts payable                                                            $    180,235   $     180,235
  Accrued expenses                                                                 114,036         109,205
  Loans payable                                                                    231,317         231,317
  Payable to related party                                                          52,210          52,210
  Due to officers                                                                  639,842         574,380
                                                                              -------------  --------------
      Total Current Liabilities                                                  1,217,640       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,
    145,646,665 shares issued and outstanding                                      145,646         145,646
  Additional paid-in capital                                                    10,343,235      10,343,235
  Deficit accumulated during development stage                                 (11,708,337)    (11,638,188)
                                                                              -------------  --------------

TOTAL STOCKHOLDERS' DEFICIENCY                                                  (1,217,456)     (1,147,307)
                                                                              -------------  --------------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY                                $        184   $          40
----------------------------------------------                                =============  ==============
</TABLE>


     See accompanying notes to condensed consolidated financial statements.

                                        1
<PAGE>
<TABLE>
<CAPTION>
                         THE CYBER GROUP NETWORK CORPORATION AND SUBSIDIARY
                                    (A DEVELOPMENT STAGE COMPANY)
                          CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
         FOR THE THREE MONTHS ENDED MARCH 31, 2004 AND 2003 AND FOR THE PERIOD FROM MARCH
         --------------------------------------------------------------------------------
                                 21, 2000 (INCEPTION) TO MARCH 31, 2004
                                 --------------------------------------
                                              (UNAUDITED)
                                              -----------

                                                                                     For the Period
                                                                                          from
                                                 For the Three     For the Three     March 21, 2000
                                                  Months Ended      Months Ended     (Inception) to
                                                 March 31, 2004    March 31, 2003    March 31, 2004
                                                ----------------  ----------------  ----------------
<S>                                             <C>               <C>               <C>
REVENUE                                         $             -   $             -   $       237,304

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

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

  SELLING, GENERAL AND ADMINISTRATIVE                    65,318            90,058        10,081,557
                                                ----------------  ----------------  ----------------
      Total Operating Expenses                           65,318            90,058       (10,081,557)
                                                ----------------  ----------------  ----------------

LOSS FROM OPERATIONS                                    (65,318)          (90,058)       (9,889,971)
                                                ----------------  ----------------  ----------------

OTHER EXPENSE (INCOME)
  Settlement of debt                                          -                 -           (45,550)
  Impairment of goodwill                                      -                 -           295,000
  Impairment of property, plant and equipment                 -                 -            44,113
  Other income                                                -                 -            (2,022)
  Interest expense                                        4,831             2,296         1,526,825
                                                ----------------  ----------------  ----------------
      Total Other Expense (Income)                        4,831             2,296         1,818,366
                                                ----------------  ----------------  ----------------

NET LOSS                                        $       (70,149)  $       (92,354)  $   (11,708,337)
--------                                        ================  ================  ================

Net loss per share - basic and diluted          $             -   $             -
                                                ================  ================

Weighted average number of common shares
  outstanding - basic and diluted                   145,613,312       145,613,312
                                                ================  ================
</TABLE>


     See accompanying notes to condensed consolidated financial statements.

                                        2
<PAGE>
<TABLE>
<CAPTION>
                              THE CYBER GROUP NETWORK CORPORATION AND SUBSIDIARY
                                       (A DEVELOPMENT STAGE COMPANY)
                 CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDER DEFICIENCY
                          THE PERIOD FROM MARCH 21, 2000 (INCEPTION) TO MARCH 31, 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
</TABLE>


     See accompanying notes to condensed consolidated financial statements.

                                        3
<PAGE>
<TABLE>
<CAPTION>
                              THE CYBER GROUP NETWORK CORPORATION AND SUBSIDIARY
                                       (A DEVELOPMENT STAGE COMPANY)
                 CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDER DEFICIENCY
                          THE PERIOD FROM MARCH 21, 2000 (INCEPTION) TO MARCH 31, 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                                -        -            -         -            -      (300,077)    (300,077)
                                      ---------  -------  ------------  --------  -----------  ------------  ------------

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

Net loss, 2004                                -        -            -         -            -       (70,149)     (70,149)
                                      ---------  -------  ------------  --------  -----------  ------------  ------------

BALANCE, MARCH 31, 2004               2,000,000  $ 2,000  145,646,665   $145,646  $10,343,235  $(11,708,337) $(1,217,456)
------------------------------------  =========  =======  ============  ========  ===========  ============  ============
</TABLE>


     See accompanying notes to condensed consolidated financial statements.

                                        4
<PAGE>
<TABLE>
<CAPTION>
                          THE CYBER GROUP NETWORK CORPORATION AND SUBSIDIARY
                                      (A DEVELOPMENT STAGE COMPANY)
                           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
           FOR THE THREE MONTHS ENDED MARCH 31, 2004 AND 2003 AND FOR THE PERIOD FROM MARCH
           --------------------------------------------------------------------------------
                                21, 2000 (INCEPTION) TO MARCH 31, 2004
                                --------------------------------------
                                              (UNAUDITED)
                                              -----------

                                                                                    For the Period
                                                                                         from
                                                  For the Three    For the Three    March 21, 2000
                                                  Months Ended     Months Ended     (Inception) to
                                                 March 31, 2004   March 31, 2003    March 31, 2004
                                                 ---------------  ---------------  ----------------
<S>                                              <C>              <C>              <C>

CASH FLOWS FROM OPERATING ACTIVITIES             $           144  $         2,982  $    (1,924,724)
                                                 ---------------  ---------------  ----------------

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                    -                -         (490,506)
                                                 ---------------  ---------------  ----------------

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                              144            2,982              184

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

CASH - END OF PERIOD                             $           184  $         3,782  $           184
--------------------                             ===============  ===============  ================

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

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

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


     See accompanying notes to condensed consolidated financial statements.

                                        5
<PAGE>
               THE CYBER GROUP NETWORK CORPORATION AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


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
          developing  strategic  partnerships  with  Government  Agencies  and
          Corporations  to  meet  industry  demand  and  ensure  100%  customer
          satisfaction.  The  Company's mission statement is to allow people and
          businesses around the globe to protect their computers with innovative
          computer  security  solutions.


NOTE 2    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 three
          months  ended  March  31,  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.

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.


                                        6
<PAGE>
               THE CYBER GROUP NETWORK CORPORATION AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


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 year ended December 31, 2003, the Company issued 3,000,000
          shares  of  common  stock  with  a  fair  value of $5,700 for services
          rendered.

          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, 2001, the Company
          issued  3,000,000,  73,214,520  and  13,959,194 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.

          During  the  years ended December 31, 2003 and 2002 and for the period
          from  March  21,  2000  (inception)  to December 31, 2001, the Company
          issued  0, 20,010,289 and 2,082,328 shares of common stock (reflective
          of  reverse  split) as compensation totaling $0, $499,285and $837,750,
          respectively.  These transactions were valued at the fair market value
          of  the  stock  on  the  date  of  issuance.

          During  the  years ended December 31, 2003 and 2002 and for the period
          from  March  21,  2000  (inception)  to December 31, 2001, the Company
          converted  $603,845  and  $1,271,500  of  its  Series A and Series SPA
          Subordinated  Convertible  Redeemable  Debentures  into  657,385  and
          1,050,760  shares  of  common  stock  (reflective  of  reverse split),
          respectively.  In  relation  to  these transactions, the holder of the
          debentures  converted  accrued interest totaling $0 and $4,293 in 2001
          and 2000, respectively. This accrued interest resulted in the issuance
          of  0 and 3,817 shares (reflective of reverse split) in 2001 and 2001,
          respectively.

          During  the year ended December 31, 2001 and for the period from March
          21,  2000  (inception)  to December 31, 2000, the Company issued 0 and
          18,333  shares  of  common  stock  (reflective  of  reverse  split) as
          donations  to  nonprofit  organizations  valued  at  $0  and  $29,950,
          respectively.  These transactions were valued at the fair market value
          of  the  stock  on  the  date  of  issuance.


                                        7
<PAGE>
               THE CYBER GROUP NETWORK CORPORATION AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


NOTE 4    STOCKHOLDERS' DEFICIENCY (CONTINUED)
------    ------------------------------------

          During  the year ended December 31, 2001 and for the period from March
          21,  2000  (inception)  to December 31, 2000, the Company issued 0 and
          88,889  shares  of  common  stock  (reflective  of  reverse  split) as
          interest  expense  totaling  $0  and  $100,000,  respectively.

          During  the year ended December 31, 2001 and for the period from March
          21,  2000 (inception) to December 31, 2000, the Company issued options
          (net  of  those  terminated)  to  employees  and Board of Directors to
          purchase 6,255,972 and 4,250,000 shares of common stock, respectively,
          and  recorded  compensation  expense of $226,349, which is included in
          the issuance of stock for compensation in the statements of changes in
          stockholders'  deficiency,  and  $237,750,  respectively.

          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.

          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 a
          settlement.

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

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

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


                                        8
<PAGE>
               THE CYBER GROUP NETWORK CORPORATION AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


NOTE  6    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
          three months ended March 31, 2004, CGPN incurred net losses of $70,149
          and had a working capital deficiency and a stockholders' deficiency of
          $1,217,456 as of March 31, 2004. In addition, the Company was still in
          the  development  stage  as  of  March  31,  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.


                                        9
<PAGE>
--------------------------------------------------------------------------------

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 stage.
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
$70,149 and $92,354 for the quarters ended March 31, 2004 and 2003,
respectively. The first quarter 2004 losses have decreased about 24% compared to
the same period in 2003. The decrease in the net loss is primarily due to the
minimal operations that the company incurred during the quarter ended March 31,
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 March 31, 2004, the Company had assets of $184.
The Company was in a negative working capital position of $1,217,456 as of March
31, 2004.


                                       10
<PAGE>
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 an 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 amounts or on acceptable terms.

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.


                                       11
<PAGE>
                           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.

At the end of this period covered by this Report, we have not 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 has not been conducted due to lack of operations and activities
and will be conducted as soon as feasibly possible.


ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

No form 8-K has been issued during the reporting period.


                                   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)

Date: May 20, 2004


                                       12
<PAGE>