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, 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 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


<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: 177,188,665

--------------------------------------------------------------------------------
                                TABLE OF CONTENTS

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

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, 2005


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


                                    CONTENTS
                                    --------


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

PAGE      2    CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
               FOR THE THREE MONTHS ENDED MARCH 31, 2005 AND 2004
               AND FOR THE PERIOD FROM MARCH 21, 2000 (INCEPTION) TO
               MARCH 31, 2005 (UNAUDITED)

PAGES   3 - 5  CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN
               STOCKHOLDERS' DEFICIENCY FOR THE PERIOD FROM
               MARCH 21, 2000 (INCEPTION) TO MARCH 31, 2005 (UNAUDITED)

PAGE      6    CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
               FOR THE THREE MONTHS ENDED MARCH 31, 2005 AND 2004
               AND FOR THE PERIOD FROM MARCH 21, 2000 (INCEPTION) TO
               MARCH 31, 2005 (UNAUDITED)

PAGES  7 - 11  NOTES TO CONDENSED CONSOLIDATED FINANCIAL
               STATEMENTS AS OF MARCH 31, 2005 (UNAUDITED)


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

                                             ASSETS
                                             ------

                                                                                March 31,
                                                                                  2005        December 31,
                                                                               (Unaudited)        2004
                                                                              -------------  --------------
<S>                                                                           <C>            <C>
Cash                                                                          $      1,197   $        1,227
                                                                              =============   =============
                           LIABILITIES AND STOCKHOLDERS' DEFICIENCY
                           ----------------------------------------

CURRENT LIABILITIES
  Accounts payable                                                            $    180,235   $     180,235
  Accrued expenses                                                                 133,360         128,529
  Loans payable                                                                    231,317         231,317
  Payable to related party                                                          52,210          52,210
  Due to officers                                                                  705,089         636,994
                                                                              -------------  --------------
      Total Current Liabilities                                                  1,302,211       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                                 (11,984,795)    (11,911,839)
                                                                              -------------  --------------

TOTAL STOCKHOLDERS' DEFICIENCY                                                  (1,301,014)     (1,228,058)
                                                                              -------------  --------------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY                                $      1,197   $       1,227
----------------------------------------------                                =============  ==============
</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, 2005 AND 2004 AND FOR THE PERIOD FROM MARCH
       --------------------------------------------------------------------------------
                            21, 2000 (INCEPTION) TO MARCH 31, 2005
                            --------------------------------------
                                          (UNAUDITED)


                                                                                     For the Period
                                                                                          from
                                                 For the Three     For the Three     March 21, 2000
                                                  Months Ended      Months Ended     (Inception) to
                                                 March 31, 2005    March 31, 2004    March 31, 2005
                                                ----------------  ----------------  ----------------
<S>                                             <C>               <C>               <C>
REVENUE                                         $             -   $             -   $       237,304

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

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

  SELLING, GENERAL AND ADMINISTRATIVE                    68,125            65,318        10,513,905
                                                ----------------  ----------------  ----------------
      Total Operating Expenses                           68,125            65,318        10,513,905
                                                ----------------  ----------------  ----------------

LOSS FROM OPERATIONS                                    (68,125)          (65,318)      (10,322,319)
                                                ----------------  ----------------  ----------------

OTHER EXPENSE (INCOME)
  Forgiveness of debt                                         -                 -          (222,786)
  Impairment of goodwill                                      -                 -           295,000
  Impairment of property, plant and equipment                 -                 -            44,113
  Interest expense                                        4,831             4,831         1,546,149
                                                ----------------  ----------------  ----------------
      Total Other Expense (Income)                        4,831             4,831         1,662,476
                                                ----------------  ----------------  ----------------

NET LOSS                                        $       (72,956)  $       (70,149)  $   (11,984,795)
--------                                        ================  ================  ================

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

Weighted average number of common shares
  outstanding - basic and diluted                   177,188,665       160,900,583
                                                ================  ================
</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 MARCH 31, 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)
                                   NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                                   AS OF MARCH 31, 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                            -            -            -             -             -      (300,077)     (300,077)
                                -----------  -----------  ------------  ------------  ------------  ------------  ------------

     See accompanying notes to condensed consolidated financial statements.


                                        4
<PAGE>
                                   THE CYBER GROUP NETWORK CORPORATION AND SUBSIDIARY
                                             (A DEVELOPMENT STAGE COMPANY)
                                   NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                                   AS OF MARCH 31, 2005
                                                        (UNAUDITED)
                                                        -----------

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, Three Months
Ended March 31, 2005                      -            -            -             -             -       (72,956)      (72,956)
                                -----------  -----------  ------------  ------------  ------------  ------------  ------------

BALANCE, MARCH 31, 2005           2,000,000        2,000  177,188,665       177.188    10,504,593   (11,984,795)   (1,301,014)
                                ===========  ===========  ============  ============  ============  ============ =============
</TABLE>

     See accompanying notes to condensed consolidated financial statements.


                                        5
<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, 2005 AND 2004 AND FOR THE PERIOD FROM MARCH
         --------------------------------------------------------------------------------
                                21, 2000 (INCEPTION) TO MARCH 31, 2005
                                --------------------------------------
                                            (UNAUDITED)
                                            -----------

                                                                                     For the Period
                                                                                          from
                                                  For the Three     For the Three    March 21, 2000
                                                   Months Ended     Months Ended     (Inception) to
                                                  March 31, 2005   March 31, 2004    March 31, 2005
                                                 ----------------  ---------------  ----------------
<S>                                              <C>               <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES             $           (30)  $         1,187  $    (1,923,711)
                                                 ----------------  ---------------  ----------------

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                              (30)            1,187            1,197

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

CASH - END OF PERIOD                             $         1,197   $         1,227  $         1,197
--------------------                             ================  ===============  ================

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.


                                        6
<PAGE>
               THE CYBER GROUP NETWORK CORPORATION AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                              AS OF MARCH 31, 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.

NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(A)  BASIS OF PRESENTATION

The  accompanying  condensed  consolidated  financial  statements  include  the
accounts  of  The  Cyber  Group  Network  Corporation  and  its  subsidiary (the
"Company").  These  statements  have been prepared in accordance with accounting
principles  generally  accepted  in  the  United  States  of America for interim
financial information and the instructions to Form 10-QSB and do not include all
the  information  and  footnotes  required  by  accounting  principles generally
accepted  in  the United States of America for complete financial statements. In
the  opinion  of  management,  all  adjustments  (consisting of normal recurring
accruals)  considered  necessary  for a fair presentation of the results for the
interim periods have been included. Operating results for the three months ended
March  31,  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.


                                        7
<PAGE>
               THE CYBER GROUP NETWORK CORPORATION AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                              AS OF MARCH 31, 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  SHAREHOLDERS' 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,


                                        8
<PAGE>
               THE CYBER GROUP NETWORK CORPORATION AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                              AS OF MARCH 31, 2005
                                   (UNAUDITED)
                                   -----------

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  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.


                                        9
<PAGE>
               THE CYBER GROUP NETWORK CORPORATION AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                              AS OF MARCH 31, 2005
                                   (UNAUDITED)
                                   -----------

NOTE 5  RELATED PARTY TRANSACTIONS

During  the  years  ended  December  31, 2001 and 2002, the Company made certain
advances  to  and  had  loans  from its former Chief Executive Officer and other
related  individuals.  As  of  March  31, 2005 and December 31, 2004, the due to
officers  account  on  the  balance  sheet  includes  these  loans  and  accrued
compensation  to  officers  and  directors  of  the  Company.

As  of March 31, 2005 and December 31, 2004, the Company had a loan payable to a
related  party  totaling  $52,210.

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,
2005,  CGPN  incurred net losses of $72,956 and had a working capital deficiency
and  a stockholders' deficiency of $1,301,014 as of March 31, 2005. In addition,
the  Company  was  still  in  the  development stage as of March 31, 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.


                                       10
<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, 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 state.
The  primary focus has been on the development and marketing of its hardware and
software  devices,  E-Snitch and PPIRT, respectively.  Because the Company began
shipment  of  PPIRT in the late fourth quarter 2000 and shipped minimal product,
minimal  revenue  has  been generated to date.  Because substantially all of its
efforts  have  been  concentrated in research and development activities, it has
operated  at  a  net  loss since inception.   The Company incurred a net loss of
$72,956  and  $65,318  for  the  quarters  ended  March  31,  2005  and  2004,
respectively.  The  first  quarter 2005 losses have increased about 12% compared
to  the  same  period in 2004.  The increase in the net loss is primarily due to
salary  accrual  and  administrative  expenses.

The  Company  has  received  a report on its financial statements for the period
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 quarter ended March 31, 2005, the Company had a net loss of $72,956.
The  Company  had  current  and  total  assets  of $1,197.  The Company was in a
negative  working  capital  position  of $1,301,014 as of March 31, 2005.  These
factors  raise  substantial  doubt  about  our  ability  to  continue as a going
concern.  Our ability to continue as a going concern is dependent on our ability
to  raise  additional  funds  and  implement  our  business plan.  The condensed
financial  statements  do not include any adjustments that might be necessary if
we  are  unable  to  continue  as  a  going  concern.

CASH REQUIREMENTS AND ADDITIONAL FUNDING

The Company needs to immediately raise additional capital to run the daily
operating activities of the business.  The Company's current sources of cash are
not adequate to fund the next 12 months of operations.  The current cash on hand
is insufficient to meet


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

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


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<PAGE>
Financial Officer, as appropriate, to allow timely decisions regarding required
disclosure.

As  of  the date of the period covered in the filing of this Report, we have 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 will be conducted before the issuance of our end of year
quarter 10QSB / 10KSB.


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<PAGE>
                                   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: June 14, 2005

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


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