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, 2005

                                       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 Maintland, 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 { }


                      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


<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>
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 JUNE 30, 2005


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


                                    CONTENTS
                                    --------

PAGE     1     CONDENSED  CONSOLIDATED  BALANCE  SHEETS  AS  OF  JUNE  30,  2005
               (UNAUDITED)  AND  DECEMBER  31,  2004

PAGE     2     CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE AND
               SIX  MONTHS  ENDED JUNE 30, 2005 AND 2004 AND FOR THE PERIOD FROM
               MARCH  21,  2000  (INCEPTION)  TO  JUNE  30,  2005  (UNAUDITED)

PAGES  3 - 4   CONDENSED  CONSOLIDATED  STATEMENTS  OF  CHANGES IN STOCKHOLDERS'
               DEFICIENCY FOR THE PERIOD FROM MARCH 21, 2000 (INCEPTION) TO JUNE
               30,  2005  (UNAUDITED)

PAGE     5     CONDENSED  CONSOLIDATED  STATEMENTS  OF  CASH  FLOWS  FOR THE SIX
               MONTHS ENDED JUNE 30, 2005 AND 2004 AND FOR THE PERIOD FROM MARCH
               21,  2000  (INCEPTION)  TO  JUNE  30,  2005  (UNAUDITED)

PAGES  6 - 9   NOTES  TO  CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF JUNE
               30,  2005  (UNAUDITED)


<PAGE>
<TABLE>
<CAPTION>
                            THE CYBER GROUP NETWORK CORPORATION AND SUBSIDIARY
                                       (A DEVELOPMENT STAGE COMPANY)
                                   CONDENSED CONSOLIDATED BALANCE SHEETS
                                 AS OF JUNE 30, 2005 AND DECEMBER 31, 2004
                                 -----------------------------------------


                                                  ASSETS
                                                  ------

                                                                             June 30, 2005     December
                                                                              (Unaudited)      31, 2004
                                                                            ---------------  -------------
<S>                                                                         <C>              <C>
CURRENT ASSETS
Cash                                                                        $        1,167   $      1,227
                                                                            ---------------  -------------

TOTAL ASSETS                                                                $        1,167   $      1,227
------------                                                                ===============  =============

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

CURRENT LIABILITIES
Accounts payable                                                            $      232,445   $    232,445
Accrued expenses                                                                   138,191        128,529
Loans payable                                                                      231,317        231,317
Due to officers                                                                    784,889        636,994
                                                                            ---------------  -------------

Total Current Liabilities                                                        1,386,842      1,229,285
                                                                            ---------------  -------------

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
 shares issued and outstanding                                                     177,188        177,188
Additional paid-in capital                                                      10,504,593     10,504,593
Deficit accumulated during development stage                                   (12,069,456)   (11,911,839)
                                                                            ---------------  -------------

TOTAL STOCKHOLDERS' DEFICIENCY                                                  (1,385,675)    (1,228,058)
                                                                            ---------------  -------------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY                              $        1,167   $      1,277
==============================================                              ===============  =============
</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 AND SIX MONTHS ENDED JUNE 30, 2005 AND 2004
                                   ---------------------------------------------------------
                              AND FOR THE PERIOD FROM MARCH 21, 2000 (INCEPTION) TO JUNE 30, 2005
                              -------------------------------------------------------------------
                                                          (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, 2005    June 30, 2004    June 30, 2005    June 30, 2004     June 30, 2005
                                         ---------------  ---------------  ---------------  ---------------  -----------------
<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            79,830           73,493          147,955          138,811         10,593,735
                                         ---------------  ---------------  ---------------  ---------------  -----------------
    Total Operating Expenses                     79,830           73,493          147,955          138,811         10,593,735
                                         ---------------  ---------------  ---------------  ---------------  -----------------

LOSS FROM OPERATIONS                            (79,830)         (73,493)        (147,955)        (138,811)       (10,402,149)
                                         ---------------  ---------------  ---------------  ---------------  -----------------

OTHER EXPENSE (INCOME)
  Forgiveness of debt                                 -                -                                 -           (222,786)
  Impairment of property,
  plant and equipment                                 -                -                -                -             44,113
  Impairment of goodwill                              -                -                -                -            295,000
  Interest expense                                4,831            4,831            9,662            9,662          1,550,980
                                         ---------------  ---------------  ---------------  ---------------  -----------------
    Total Other Expense                           4,831            4,831            9,662            9,662          1,667,307
                                         ---------------  ---------------  ---------------  ---------------  -----------------

NET LOSS                                 $      (84,661)  $      (78,324)  $     (157,617)  $     (148,473)  $    (12,069,456)
--------                                 ===============  ===============  ===============  ===============  =================

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

Weighted average number
of common shares
outstanding - basic and diluted             177,188,665      145,646,665      177,188,665      145,630,090
                                         ===============  ===============  ===============  ===============
</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 STOCKHOLDERS' DEFICIENCY
                                FOR THE PERIOD FROM MARCH 21, 2000 (INCEPTION) TO JUNE 30, 2005
                                ---------------------------------------------------------------
                                                          (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 STOCKHOLDERS' DEFICIENCY
                                FOR THE PERIOD FROM MARCH 21, 2000 (INCEPTION) TO JUNE 30, 2005
                                ---------------------------------------------------------------
                                                          (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               -        -   32,542,000     32,542       160,358              -       192,900

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

Net Loss, 2004                               -        -            -          -             -       (273,651)     (273,651)
                                    ----------  -------  ------------  ---------  ------------  -------------  ------------

Balance, December 31, 2004           2,000,000    2,000  177,188,665    177,188    10,504,593    (11,911,839)   (1,228,058)

Net Loss, 2005                               -        -            -          -             -       (157,617)     (157,617)
                                    ----------  -------  ------------  ---------  ------------  -------------  ------------

BALANCE, JUNE 30, 2005               2,000,000  $ 2,000  177,188,665   $177,188   $10,504,593   $(12,069,456)  $(1,385,675)
----------------------              ==========  =======  ============  =========  ============  =============  ============
</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 SIX MONTHS ENDED JUNE 30, 2005 AND 2004 AND FOR
                    THE PERIOD FROM MARCH 21, 2000 (INCEPTION) TO JUNE 30, 2005
                    -----------------------------------------------------------
                                            (UNAUDITED)


                                                                                    For the Period
                                                                                         from
                                                   For the Six      For the Six     March 21, 2000
                                                  Months Ended     Months Ended     (Inception) to
                                                  June 31, 2005    June 30, 2004    June 30, 2005
                                                 ---------------  ---------------  ----------------
<S>                                              <C>              <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES             $          (60)  $      (10,433)  $    (1,923,741)
                                                 ---------------  ---------------  ----------------

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:
  Proceeds from loan payable                                  -                -           615,604
  Proceeds from common stock to be issued                                 12,000            12,000
  Proceeds from issuance of convertible debt                  -                -         1,787,810
                                                 ---------------  ---------------  ----------------
      Net Cash Provided By Financing Activities               -           12,000         2,415,414
                                                 ---------------  ---------------  ----------------

NET INCREASE (DECREASE) IN CASH                             (60)           1,567             1,167

CASH - BEGINNING OF PERIOD                                1,227               40                 -
                                                 ---------------  ---------------  ----------------

CASH - END OF PERIOD                             $        1,167   $        1,607   $         1,167
--------------------                             ===============  ===============  ================

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

Cash paid for income taxes                       $            -   $            -   $         1,227
                                                 ===============  ===============  ================
Cash paid for interest                           $            -   $            -   $             -
                                                 ===============  ===============  ================
</TABLE>

     See accompanying notes to condensed consolidated financial statements.


                                        5
<PAGE>
                THE CYBER GROUP NETWORK CORPORATION AND SUBSIDARY
                          (A DEVELOPMENT STAGE COMPANY)
            NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                         AS OF JUNE 30, 2005 (UNAUDITED)


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.

(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 six months ended
June 30, 2005 are not necessarily indicative of the results that may be expected
for  the  year  ended December 31, 2005. 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,  2004.

(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.


                                        6
<PAGE>
                THE CYBER GROUP NETWORK CORPORATION AND SUBSIDARY
                          (A DEVELOPMENT STAGE COMPANY)
            NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                         AS OF JUNE 30, 2005 (UNAUDITED)


(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 year ended December 31, 2004, the Company issued 32,542,000 shares of
common  stock  with  a  fair  value  of  $192,900  for  services  rendered  and
compensation  to  officers  and  directors.

During  the year ended December 31, 2004, the Company rescinded 1,000,000 shares
of  common stock originally issued for consulting services during 2003 that were
never  rendered  to  the  Company.

During  the  year ended December 31, 2003 and for the period from March 21, 2000
(inception)  to  December  31, 2002, the Company issued 3,000,000 and 87,173,714
shares of common stock (reflective of reverse split) with a fair value of $5,700
and $4,795,362, respectively, for services. 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, 2002, the Company issued options for services
rendered  valued  at  $220,000.

For the period from March 21, 2000 (inception) to December 31, 2002, the Company
issued  22,092,617  shares  of  common  stock  (reflective  of reverse split) as
compensation  totaling  $1,337,035.  These  transactions were valued at the fair
market  value  of  the  stock  on  the  date


                                        7
<PAGE>
                THE CYBER GROUP NETWORK CORPORATION AND SUBSIDARY
                          (A DEVELOPMENT STAGE COMPANY)
            NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                         AS OF JUNE 30, 2005 (UNAUDITED)


of  issuance.  For  the  period  from March 21, 2000 (inception) to December 31,
2002,  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, 2002, 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, 2002, 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, 2002, 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.  For  the period from March 21, 2000 (inception) to December 31, 2002,
the Company recorded $1,151,213 of interest from beneficial conversion features.

During  the year ended December 31, 2002, the Company rescinded 5,587,962 shares
of  common  stock.  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 the litigation
discussed  in  Note  6(D)  of  the  December  31,  2002  financial  statements.

During the year ended December 31, 2002, the Company issued 30,253,157 shares of
common  stock  with  a  fair  value  of  $376,276 in relation to loan repayment.

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 connection with a litigation
settlement.

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


                                        8
<PAGE>
                THE CYBER GROUP NETWORK CORPORATION AND SUBSIDARY
                          (A DEVELOPMENT STAGE COMPANY)
            NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                         AS OF JUNE 30, 2005 (UNAUDITED)


During  the  period  ended  June  30, 2004 and year ended December 31, 2003, the
Company had certain advances from and had loans from its Chief Executive Officer
and  other  related  individuals. As of June 30, 2005 and December 31, 2004, the
due  to  officers account on the balance sheet includes these advances and loans
to  officers  and  directors  of  the  Company.

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 six months ended June 30,
2005,  CGPN incurred a net loss of $157,617 and had a working capital deficiency
and  a  stockholders' deficiency of $1,385,675 as of June 30, 2005. In addition,
the  Company  was  still  in  the  development  stage as of June 30, 2005. 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, 2004 included in FORM 10KSB filed with the SEC on May 19, 2005. 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
$84,661 and $78,324 for the quarters ended June 30, 2005 and 2004, respectively.
The  increase  in  the  net  loss is primarily due to the addition of a director
during  2005.

The  Company  has  received  reports on its financial statements for the periods
ending  December  31,  2004  from  its  independent  auditor  that  includes  an
explanatory  paragraph  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 June 30, 2005, the Company had current assets of
$1,167 and total assets of $1,167. The Company was in a negative working capital
position  of,  and  has  a stockholders' deficiency of $1,385,675 as of June 30,
2005.

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


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<PAGE>
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.

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.


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<PAGE>
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: August 23, 2005

By: /s/ R. Scott Cramer
Chief Executive Officer
and Chief Financial Officer


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