United States
                       Securities And Exchange Commission
                             Washington, D.C. 20549

                                 FORM 10-QSB/A
                                AMENDMENT NO. 1

                                   (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, 2003

                                       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 11403 San Bernardino, CA                        92423
(Address of principal executive offices)                     (Zip code)


                                 (310) 854-4190
              (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: 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>
PART I  - FINANCIAL INFORMATION
Item 1  - Financial Statements

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


                                    CONTENTS
                                    --------


PAGE       1      CONDENSED CONSOLIDATED BALANCE SHEETS AS OF
                  MARCH 31, 2003 (UNAUDITED) AND DECEMBER 31, 2002

PAGE       2      CONDENSED CONSOLIDATED STATEMENTS OF
                  OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31,
                  2003 AND 2002 AND FOR THE PERIOD FROM MARCH 21, 2000
                  (INCEPTION) TO MARCH 31, 2003 (UNAUDITED)

PAGES    3 - 4    CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN
                  STOCKHOLDERS' DEFICIENCY FOR THE PERIOD FROM
                  MARCH 21, 2000 (INCEPTION) TO MARCH 31, 2003
                  (UNAUDITED)

PAGE       5      CONDENSED CONSOLIDATED STATEMENTS OF CASH
                  FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 2003
                  AND 2002 AND FOR THE PERIOD FROM MARCH 21, 2000
                  (INCEPTION) TO MARCH 31, 2003 (UNAUDITED)

PAGES    6 - 8    NOTES TO CONDENSED CONSOLIDATED FINANCIAL
                  STATEMENTS AS OF MARCH 31, 2003 AND 2002 (UNAUDITED)


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

                          (A DEVELOPMENT STAGE COMPANY)
                           CONSOLIDATED BALANCE SHEETS
                   AS OF MARCH 31, 2003 AND DECEMBER 31, 2002
                   ------------------------------------------


                                     ASSETS
                                     ------

                                                                              March 31,     December 31,
                                                                                2003            2002
                                                                             (Unaudited)
                                                                            -------------  --------------
<S>                                                                         <C>            <C>
CURRENT ASSETS
Cash                                                                        $      3,782   $         800
                                                                            -------------  --------------
TOTAL ASSETS                                                                $      3,782   $         800
------------                                                                =============  ==============

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

CURRENT LIABILITIES
Accounts payable                                                            $    230,285   $     230,285
Accrued expenses                                                                  76,647          69,511
Loans payable                                                                    251,317         251,317
Payable to related party                                                          52,210          52,210
Due to officers                                                                  332,214         249,714
                                                                            -------------  --------------
    Total Current Liabilities                                                    942,673         853,037
                                                                            -------------  --------------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' DEFICIENCY
Preferred stock, $0.001 par value, 50,000,000 shares authorized, 2,000,000         2,000           2,000
  shares issued and outstanding
Common stock, $0.001 par value, 500,000,000 shares authorized,                   145,646         142,646
  145,646,665 and 142,646,665 shares issued and outstanding, respectively
Additional paid-in capital                                                    10,343,235      10,340,535
Deficit accumulated during development stage                                 (11,429,772)    (11,337,418)
                                                                            -------------  --------------

TOTAL STOCKHOLDERS' DEFICIENCY                                                  (938,891)       (852,237)
                                                                            -------------  --------------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY                              $      3,782   $         800
----------------------------------------------                              =============  ==============

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


                                        1
<PAGE>
<TABLE>
<CAPTION>
THE CYBER GROUP NETWORK CORPORATION AND SUBSIDIARY

                                     (A DEVELOPMENT STAGE COMPANY)
                                 CONSOLIDATED STATEMENTS OF OPERATIONS
           FOR THE THREE MONTHS ENDED MARCH 31, 2003 AND 2002 AND FOR THE PERIOD FROM MARCH
           --------------------------------------------------------------------------------
                                21, 2000 (INCEPTION) TO MARCH 31, 2003
                                --------------------------------------
                                              (UNAUDITED)

                                                                                  For the Period
                                                                                       from
                                               For the Three     For the Three     March 21, 2000
                                                Months Ended      Months Ended     (Inception) to
                                               March 31, 2003    March 31, 2002    March 31, 2003
                                              ----------------  ----------------  ----------------
<S>                                           <C>               <C>               <C>
REVENUE                                       $             -   $        11,575   $       237,304

COST OF GOODS SOLD                                          -             5,690            45,718
                                              ----------------  ----------------  ----------------

GROSS PROFIT                                                -             5,885           191,586
                                              ----------------  ----------------  ----------------

OPERATING EXPENSES
Selling, general and administrative                    90,058           887,188         9,777,661
Impairment of property, plant and equipment                 -                 -            44,113
Impairment of goodwill                                      -                 -           295,000
                                              ----------------  ----------------  ----------------
    Total Operating Expenses                           90,058           887,188        10,116,774
                                              ----------------  ----------------  ----------------

LOSS FROM OPERATIONS                                  (90,058)         (881,303)       (9,925,188)
                                              ----------------  ----------------  ----------------

OTHER EXPENSE (INCOME)
Other income                                           (2,982)                -            (2,982)
Interest expense                                        5,278            10,316         1,507,566
                                              ----------------  ----------------  ----------------
     Total Other Expense                                2,296            10,316         1,504,584
                                              ----------------  ----------------  ----------------

NET LOSS                                      $       (92,354)  $      (891,619)  $   (11,429,772)
--------                                      ================  ================  ================

Net loss per share - basic and diluted        $             -   $          (.03)
                                              ================  ================

Weighted average number of common shares
     outstanding - basic and diluted              145,613,312        35,585,559
                                              ================  ================

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


                                        2
<PAGE>
<TABLE>
<CAPTION>
THE CYBER GROUP NETWORK CORPORATION AND SUBSIDIARY

                                         (A DEVELOPMENT STAGE COMPANY)
                        CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIENCY
                       FOR THE PERIOD FROM MARCH 21, 2000 (INCEPTION) TO MARCH 31, 2003
                       ----------------------------------------------------------------
                                                  (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         -  $     -     740,400  $   740  $     (740)  $         -   $         -
  due to acquisition on March 21, 2000

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 consolidated financial statements.
</TABLE>




                                        3
<PAGE>
<TABLE>
<CAPTION>
THE CYBER GROUP NETWORK CORPORATION AND SUBSIDIARY

                                    (A DEVELOPMENT STAGE COMPANY)
                   CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIENCY
                 FOR THE PERIOD FROM MARCH 21, 2000 (INCEPTION) TO DECEMBER 31, 2002
                 -------------------------------------------------------------------
                                             (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          -        -      657,385        657       603,188              -       603,845
 debentures

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

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                                -        -            -          -             -        (92,354)      (92,354)
                                      ---------  -------  ------------  ---------  ------------  -------------  ------------

BALANCE, MARCH 31, 2003               2,000,000  $ 2,000  145,646,665   $145,646   $10,343,235   $(11,429,772)  $  (938,891)
-----------------------               =========  =======  ============  =========  ============  =============  ============

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


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

                                      (A DEVELOPMENT STAGE COMPANY)
                                  CONSOLIDATED STATEMENTS OF CASH FLOWS
            FOR THE THREE MONTHS ENDED MARCH 31, 2003 AND 2002 AND FOR THE PERIOD FROM MARCH
            --------------------------------------------------------------------------------
                                 21, 2000 (INCEPTION) TO MARCH 31, 2003
                                 --------------------------------------
                                               (UNAUDITED)
                                               -----------

                                                                                    For the Period
                                                                                         from
                                                 For the Three    For the Three     March 21, 2000
                                                 Months Ended      Months Ended     (Inception) to
                                                March 31, 2003    March 31, 2002    March 31, 2003
                                                ---------------  ----------------  ----------------
<S>                                             <C>              <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES            $         2,982  $      (412,909)  $    (1,921,126)

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property, plant and equipment                     -           (1,589)         (125,506)
Purchase of license rights                                    -                -           (70,000)
Proceeds used in business acquisition                         -                -          (295,000)
                                                ---------------  ----------------  ----------------
     Net Cash Used In Investing Activities                    -           (1,589)         (490,506)
                                                ---------------  ----------------  ----------------

CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of loan payable                                     -           (5,000)          (16,500)
Proceeds from loan payable                                    -          142,503           644,104
Proceeds from issuance of convertible debt                    -                -         1,787,810
                                                ---------------  ----------------  ----------------
     Net Cash Provided By Financing Activities                -          137,503         2,415,414
                                                ---------------  ----------------  ----------------

NET INCREASE (DECREASE) IN CASH                           2,982          (16,400)            3,782

CASH - BEGINNING OF PERIOD                                  800            8,053                 -
                                                ---------------  ----------------  ----------------

CASH - END OF PERIOD                            $         3,782  $        (8,347)  $         3,782
                                                ===============  ================  ================

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 three months ended March 31, 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 consolidated financial statements.
</TABLE>


                                        5
<PAGE>

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 primary purpose is to continue to
transition  the  Company  into  a  self-sufficient,  revenue-generating company,
capable  of  increasing  shareholder  value.

THE  COMPANY'S MISSION IS TO DEVELOP AND CREATE INNOVATIVE SECURITY PRODUCTS AND
SERVICES  THAT  WILL  PROTECT  THE  B2B, CORPORATE AND EVERYDAY  USER.

NOTE  2     BASIS  OF  PRESENTATION
-------     -----------------------

     The  accompanying  condensed  consolidated financial statements include the
     accounts  of  The  Cyber  Group Network Corporation and its subsidiary (the
     "Company").  These  statements  have  been  prepared  in  accordance  with
     accounting  principles  generally  accepted in the United States of America
     for  interim  financial information and the instructions to Form 10-QSB and
     do  not  include  all  the information and footnotes required by accounting
     principles  generally accepted in the United States of America for complete
     financial  statements.  In  the  opinion  of  management,  all  adjustments
     (consisting  of  normal recurring accruals) considered necessary for a fair
     presentation  of  the  results  for the interim periods have been included.
     Operating  results  for  the  three  months  ended  March  31, 2003 are not
     necessarily  indicative  of  the  results that may be expected for the year
     ended  December 31, 2003. 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,  2002.

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' DEFICIT
------      --------------------

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

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

     During  the  years ended December 31, 2002 and 2001 and for the period from
     March  21,  2000  (inception)  to  December  31,  2000,  the Company issued
     73,214,520,  13,350,675  and  608,519 shares of common stock (reflective of


          See accompanying notes to consolidated financial statements.
                                        6
<PAGE>
     reverse  split)  for  services  rendered valued at $751,309, $2,765,853 and
     $1,278,200, respectively. The services were valued at the fair market value
     of  the  stock  on  the  date  of  issuance.

     During  the  years ended December 31, 2002 and 2001 and for the period from
     March  21,  2000  (inception)  to  December  31,  2000,  the Company issued
     20,010,289,  1,998,841  and  83,487  shares  of common stock (reflective of
     reverse  split)  as  compensation totaling $499,285, $594,295 and $243,455,
     respectively.  These  transactions  were valued at the fair market value of
     the  stock  on  the  date  of  issuance.

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

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

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

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

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

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

NOTE  5     RELATED  PARTY  TRANSACTIONS
-------     ----------------------------
     During the years ended December 31, 2002 and 2001, the Company made certain
     advances to and had loans from its former Chief Executive Officer and other
     related  individuals.  As of March 31, 2003 and December 31, 2002 , 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, 2003 and December 31, 2002 and 2001, the Company had a loan
     payable  to  a  related  party  totaling  $52,210.


          See accompanying notes to consolidated financial statements.
                                        7
<PAGE>
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,  2003,  CGPN  incurred  net  losses of $92,354 and had a working
     capital  deficiency  and a stockholders' deficiency of $938,891 as of March
     31, 2003. In addition, the Company was still in the development stage as of
     March  31,  2003. These factors raise substantial doubt about the Company's
     ability  to  continue  as  a  going  concern.

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



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


The  following  discussion  and  analysis should be read in conjunction with our
consolidated  financial  statements  and  related  footnotes  for the year ended
December 31, 2002 included in FORM 10KSB filed with the SEC on May 15, 2003. 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.

GENERAL

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's mission is to develop and create innovative security products and
services  that  will  protect  the  B2B,  corporate  and  everyday  user.

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
$92,354  and  $891,619  for  the  quarters  ended  March  31,  2003  and  2002,
respectively. The first quarter 2003 losses have decreased about 90% compared to
the  same  period  in 2002. The decrease in the net loss is primarily due to the
minimal  operations that the company incurred during the quarter ended March 31,
2003.


          See accompanying notes to consolidated financial statements.
                                        8
<PAGE>
The  Company  has  received  reports on its financial statements for the periods
ending  December  31,  2002  and  2001 from its current and previous independent
auditors  that  include  explanatory  paragraphs  describing  the  Company's
uncertainty  to  continue  as  a  going  concern.  These  financial  statements
contemplate  the  ability  to  continue  as  a  going concern and as such do not
include  any  adjustments  that  might  result  from  this  uncertainty.

LIQUIDITY  AND  CAPITAL  RESOURCES

As of the fiscal quarter ended March 31, 2003, the Company had current assets of
$3,782  and  total  assets  of  $3,782.  The  Company  was  in  a  negative
working  capital  position  of  $938,891  as  of  March 31, 2003.


CASH REQUIREMENTS AND ADDITIONAL FUNDING

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


FORWARD-LOOKING  STATEMENTS

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

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

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.

Within the 90 days prior to filing data 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 second quarter
10QSB.

ITEM  6.  EXHIBITS  AND  REPORTS  ON  FORM  8-K

The  Company  filed  Form  8-K on April 23, 2003 for a change of accountants. It
should  be  noted  that  the  change  of  accountants  was  because  the  former
accountants  resigned  for  non-payment and lack of communication and no adverse
opinions  or  qualified  opinions  were  rendered  by  the former accountants in
relation to the Company, there were no disagreements with the former accountants
and  there  have  been  no  disputes  regarding  accounting  principles.

It  should  be  further  noted  that during the Company's two most recent fiscal
years, and the subsequent interim period prior to engaging Weinberg, Cyber Group
did  not  consult  Weinberg  with  respect  to  the  application  of  accounting
principles to a specified transaction, either completed or proposed, or the type
of  audit  opinion that might be rendered on Cyber Group's financial statements,
or  any other matters or reportable events listed in Items 304(a)(2)(i) and (ii)
of  Regulation  S-K.

The  Company filed Form 8-K on April 23, 2003 to announce the resignation of our
Board  of  Directors  Danette Garrett and Hector Berrellez on March 10, 2002 and
March  20,  2002  respectively.


          See accompanying notes to consolidated financial statements.
                                        9
<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)

Date:  May 20, 2003

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


          See accompanying notes to consolidated financial statements.
                                       10
<PAGE>

                            CERTIFICATION PURSUANT TO
                            -------------------------
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002


     I, R. Scott Cramer, certify that:

     1. I have reviewed this quarterly report on Form 10-QSB of The Cyber Group
Network Corporation;

     2.   Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
quarterly report;

     3.   Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

     4.   The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     a)   designed such disclosure controls and procedures to ensure that
material information relating to the registrant, is made known to us by others
within those entities, particularly during the period in which this quarterly
report is being prepared;

     b)   evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and

     c)   presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;

     5.   The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):

     a)   all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and

     b)   any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and

     6.   The registrant's other certifying officers and I have indicated in
this quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.


By: /s/  R. Scott Cramer
    ---------------------------

    R. Scott Cramer
    Chief  Executive  Officer


Dated: June 9, 2003



<PAGE>
                           CERTIFICATIONS PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In connection with the Quarterly Report of The Cyber Group Network Corporation
(the "Company") on Form 10-QSB for the period ending March 31, 2003, as filed
with the Securities and Exchange Commission on the date hereof (the "Report"),
the undersigned, Chief Executive Officer, certifies, pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002, that:

(1)  The Report fully complies with the requirements of section 3(a) or 15(d) of
     the Securities and Exchange Act of 1934; and

(2)  The information contained in the Report fairly presents, in all material
     respects, the financial condition and results of operations of the Company.



By: /s/  R. Scott Cramer
    ---------------------------

    R. Scott Cramer
    Chief  Executive  Officer


Dated: June 9, 2003



<PAGE>