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: June 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) 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 be 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: 145,646,665


<PAGE>
                                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


<PAGE>


                       THE CYBER GROUP NETWORK CORPORATION
                                 AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                   CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               AS OF JUNE 30, 2004




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



                                    CONTENTS
                                    --------

<S>    <C>     <C>
PAGE      1    CONDENSED CONSOLIDATED BALANCE SHEETS AS OF JUNE 30,
               2004 (UNAUDITED) AND DECEMBER 31, 2003

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

PAGES   3 - 5  CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN
               STOCKHOLDERS' DEFICIENCY FOR THE PERIOD FROM MARCH
               21, 2000 (INCEPTION) TO JUNE 30, 2004 (UNAUDITED)

PAGE      6    CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
               FOR THE SIX MONTHS ENDED JUNE 30, 2004 AND 2003 AND FOR
               THE PERIOD FROM MARCH 21, 2000 (INCEPTION) TO JUNE 30,
               2004 (UNAUDITED)

PAGES  7 - 11  NOTES TO CONDENSED CONSOLIDATED FINANCIAL
               STATEMENTS AS OF JUNE 30, 2004 (UNAUDITED)
</TABLE>


<PAGE>
<TABLE>
<CAPTION>
               THE CYBER GROUP NETWORK CORPORATION AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                     AS OF JUNE30,2004 AND DECEMBER 31,2003
                     --------------------------------------

                               ASSETS
                               ------
                                                                     June 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                                                         118,868         109,205
  Loans payable                                                            231,317         231,317
  Payable to related party                                                  52,210          52,210
  Due to officers                                                          702,757         574,380
                                                                    ---------------  --------------
 Total Current Liabilities                                               1,285,387       1,147,347
                                                                    ---------------  --------------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' DEFICIENCY
  Preferred stock, $0.001 par value, 50,000,000 shares authorized,           2,000           2,000
    2,000,000 shares issued and outstanding
  Common stock, $0.001 par value, 500,000,000 shares authorized,           145,646         145,646
    145,646,665 shares issued and outstanding
  Additional paid-in capital                                            10,343,235      10,343,235
  Common stock to be issued                                                 12,000               -
  Deficit accumulated during development stage                         (11,786,661)    (11,638,188)
                                                                    ---------------  --------------

TOTAL STOCKHOLDERS' DEFICIENCY                                          (1,283,780)     (1,147,307)
                                                                    ---------------  --------------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY                      $        1,607   $          40
                                                                    ===============  ==============

                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 SIX MONTHS ENDED JUNE 30, 2004 AND 2003
                    AND FOR THE PERIOD FROM MARCH 21, 2000 (INCEPTION) TO JUNE 30, 2004
                                                (UNAUDITED)
                                                -----------

                                                                                                                Cumulative From
                                            For the Three    For the Three     For the Six      For the Six     March 21, 2000
                                            Months Ended     Months Ended     Months Ended     Months Ended     (Inception) To
                                            June 30, 2004    June 30, 2003    June 30, 2004    June 30, 2003     June 30, 2004
                                           ---------------  ---------------  ---------------  ---------------  -----------------
<S>                                        <C>              <C>              <C>              <C>              <C>

REVENUE                                    $            -   $       43,018   $            -   $       54,593   $        237,304

COST OF GOODS SOLD                                      -           12,290                -           17,980             45,718
                                           ---------------  ---------------  ---------------  ---------------  -----------------

GROSS PROFIT                                            -           30,728                -           36,613            191,586
                                           ---------------  ---------------  ---------------  ---------------  -----------------

OPERATING EXPENSES
 Selling, general and administrative               78,324          584,908          148,473        1,472,096         10,159,881
 Impairment of property, plant and
  equipment                                             -                -                -                -             44,113
 Impairment of goodwill                                 -                -                -                -            295,000
                                           ---------------  ---------------  ---------------  ---------------  -----------------
 Total Operating Expenses                          78,324          584,908          148,473        1,472,096         10,498,994
                                           ---------------  ---------------  ---------------  ---------------  -----------------

LOSS FROM OPERATIONS                              (78,324)        (554,180)        (148,473)      (1,435,483)       (10,498,994)
                                           ---------------  ---------------  ---------------  ---------------  -----------------

OTHER EXPENSE (INCOME)
 Other income                                           -                -                -                -             (2,982)
 Interest expense                                       -            8,395                -           18,711          1,512,844
                                           ---------------  ---------------  ---------------  ---------------  -----------------
 Total Other Expense                                    -            8,395                -           18,711          1,509,862
                                           ---------------  ---------------  ---------------  ---------------  -----------------

NET LOSS                                   $      (78,324)  $     (562,575)  $     (148,473)  $   (1,454,194)  $    (12,008,856)
                                           ===============  ===============  ===============  ===============  =================

Net loss per share - basic and diluted     $            -   $        (0.01)  $            -   $        (0.03)
                                           ===============  ===============  ===============  ===============

Weighted average number of common shares
 outstanding - basic and diluted              145,646,665       76,230,464      145,630,090       56,029,858
                                           ===============  ===============  ===============  ===============

                      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 JUNE 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

                       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 JUNE 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)

                     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 CHANGES IN STOCKHOLDERS' DEFICIENCY
                        FOR THE PERIOD FROM MARCH 21, 2000 (INCEPTION) TO JUNE 30, 2004
                                                (UNAUDITED)
                                                -----------

                                                                                                    Deficit
                                                                                                  Accumulated
                                                                      Additional      Common        During
                           Preferred   Stock     Common      Stock      Paid-In    Stock To Be    Development
                            Shares    Amount     Shares      Amount     Capital       Issued         Stage         Total
                           ---------  -------  -----------  --------  -----------  ------------  -------------  ------------
<S>                        <C>        <C>      <C>          <C>       <C>          <C>           <C>            <C>

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)     (300,077)
                           ---------  -------  -----------  --------  -----------  ------------  -------------  ------------

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

Common stock to be issued          -        -            -         -            -        12,000             -        12,000

Net loss, 2004                     -        -            -         -            -             -      (148,473)     (148,473)
                           ---------  -------  -----------  --------  -----------  ------------  -------------  ------------

BALANCE, JUNE 30, 2004     2,000,000  $ 2,000  145,646,665  $145,646  $10,343,235  $     12,000  $(11,786,661)  $ 1,283,780
                           =========  =======  ===========  ========  ===========  ============  =============  ============

                            See accompanying notes to condensed consolidated financial statements.
</TABLE>


                                        5
<PAGE>
<TABLE>
<CAPTION>
                        THE CYBER GROUP NETWORK CORPORATION AND SUBSIDIARY
                                   (A DEVELOPMENT STAGE COMPANY)
                         CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                     FOR THE SIX MONTHS ENDED JUNE 30, 2004 AND 2003 AND FOR
                   THE PERIOD FROM MARCH 21, 2000 (INCEPTION) TO JUNE 30, 2004
                                           (UNAUDITED)
                                           -----------

                                                                                   For the Period
                                                                                        from
                                                  For the Six      For the Six     March 21, 2000
                                                 Months Ended     Months Ended     (Inception) to
                                                 June 30, 2004    June 30, 2003    June 30, 2004
                                                ---------------  ---------------  ----------------
<S>                                             <C>              <C>              <C>

CASH FLOWS FROM OPERATING ACTIVITIES            $      (10,433)  $         (800)  $    (1,935,301)
                                                ---------------  ---------------  ----------------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchase of property, plant and equipment                  -                -          (125,506)
  Purchase of license rights                                 -                -           (70,000)
  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                                 -                            656,104
  Proceeds common stock to be issued                    12,000
  Proceeds from issuance of convertible debt                 -                -         1,787,810
                                                ---------------  ---------------  ----------------
  Net Cash Provided By Financing Activities             12,000                          2,427,414
                                                ---------------                   ----------------

NET INCREASE (DECREASE) IN CASH                          1,567             (800)            1,607

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

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



SUPPLEMENTAL DISCLOSURE CASH FLOW INFORMATION:
----------------------------------------------
Cash paid for income taxes                      $            -   $            -   $         1,922
                                                ===============  ===============  ================

Cash paid for interest                          $            -   $            -   $             -
                                                ===============  ===============  ================

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
-----------------------------------------------------------------------

During the six months ended June 30, 2003, the Company issued 3,000,000 shares
of common stock with a fair value of $5,700 for services rendered.

               See accompanying notes to condensed consolidated financial statements.
</TABLE>


                                        6
<PAGE>
               THE CYBER GROUP NETWORK CORPORATION AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               AS OF JUNE 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   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 six
          months  ended  June  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.

NOTE  3   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  disclosures  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  differ  from  those
          estimates.

NOTE  4   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.


                                        7
<PAGE>
               THE CYBER GROUP NETWORK CORPORATION AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               AS OF JUNE 30, 2004
                               -------------------


          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  5   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 6    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, 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. For the period
          from  March  21,  2000  (inception)  to December 31, 2001, the Company
          issued  options  for  services  rendered  valued  at  $220,000.

          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.

          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


                                        8
<PAGE>
          organizations valued at $29,950. 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 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.

          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.

          During  the  year  ended  2001, the Company issued 2,000,000 shares of
          preferred  stock  with  a  value  of  $213,250.

NOTE  7   RELATED  PARTY  TRANSACTIONS
-------   ----------------------------

          During  the  period  ended  June  30, 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
          June 30, 2004 and December 31, 2003, the due to officer account on the
          balance  sheet  includes  these loans and compensation to officers and
          directors  of  the  Company.

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


NOTE  8   RECENT  ACCOUNTING  PRONOUNCEMENTS
-------   ----------------------------------

               In  March  2004,  the  U.S.  Securities and Exchange Commission's
          Office  of  the Chief Accountant and the Division of Corporate Finance
          released  Staff Accounting bulletin ("SAB") No. 105, "Loan Commitments
          Accounted  for  as  Derivative  Instruments".  This  bulletin contains
          specific  guidance  on  the inputs to a valuation-recognition model to
          measure  loan  commitments  accounted  for at fair value, and requires
          that  fair-value  measurement


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          include  only  differences between the guaranteed interest rate in the
          loan  commitment  and  market  interest  rate,  excluding any expected
          future  cash  flows  related  to  the  customer  relationship  or loan
          servicing.  In  addition,  SAB105  requires  the  disclosure  of  the
          accounting  policy  for  loan  commitments,  including  methods  and
          assumptions  used  to estimate the fair value of loan commitments, and
          any associated hedging strategies. SAB 105 is effective for derivative
          instruments  entered into subsequent to March 31, 2004 and should also
          be applied to existing instruments as appropriate. The Company has not
          yet  completed  its  evaluation  of SAB 105, but does not anticipate a
          material  impact  on  the  financial  statements.

NOTE  9   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 six
          months  ended  June 30, 2004, CGPN incurred a net loss of $148,473 and
          had  a  working  capital  deficiency and a stockholders' deficiency of
          $1,283,780  as of June 30, 2004. The Company also had net cash used in
          operations  of  $10,433.  In  addition,  the  Company was still in the
          development stage as of June 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.


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     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 $78,324 and $562,575 for the quarters
     ended June 30, 2004 and 2003, respectively. The decrease in the net loss is
     primarily  due  to  the minimal operations that the company incurred during
     the  quarter  ended  June  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 period ended June 30, 2004, the Company had a net loss of
     $148,473. The Company had current and total assets of $1,607 and a negative
     working  capital  position of $1,283,780 as of June 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
     consolidated 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  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,


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     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.

     RECENT  ACCOUNTING  PRONOUNCEMENTS

     In  March 2004, the U.S. Securities and Exchange Commission's Office of the
     Chief  Accountant  and  the  Division  of  Corporate Finance released Staff
     Accounting  bulletin  ("SAB")  No.  105, "Loan Commitments Accounted for as
     Derivative  Instruments".  This  bulletin contains specific guidance on the
     inputs  to  a  valuation-recognition  model  to  measure  loan  commitments
     accounted  for  at  fair  value,  and  requires that fair-value measurement
     include  only  differences between the guaranteed interest rate in the loan
     commitment  and  market  interest  rate, excluding any expected future cash
     flows  related to the customer relationship or loan servicing. In addition,
     SAB105  requires  the  disclosure  of  the  accounting  policy  for  loan
     commitments,  including  methods  and assumptions used to estimate the fair
     value  of  loan commitments, and any associated hedging strategies. SAB 105
     is  effective  for  derivative instruments entered into subsequent to March
     31, 2004 and should also be applied to existing instruments as appropriate.
     The  Company  has not yet completed its evaluation of SAB 105, but does not
     anticipate  a  material  impact  on  the  financial  statements.

     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.

     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.


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<PAGE>
     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)

Dated: September 22, 2004

BY:  /S/  R. SCOTT CRAMER

CHIEF EXECUTIVE OFFICER


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