U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB
                               Amendment Number 1

                                   (Mark One)

            [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
            SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED

                                DECEMBER 31, 2004

                                       OR

          [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
         SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM
                        ______________ TO ______________

                        COMMISSION FILE NUMBER: 000-28153

                       THE CYBER GROUP NETWORK CORPORATION
             (Exact name of registrant as specified in its charter)

                 NEVADA                                  33-0901534
        (State or jurisdiction of                    (I.R.S. Employer
     incorporation or organization)                  Identification No.)

Post Office Box 948264, Maitland, FL 32794-8264

(Address of principal executive offices)                (Zip Code)

                  Registrant's telephone number:  407 645 4433

  Securities registered pursuant to Section 12(b) of the Act: None

  Securities registered pursuant to Section 12(g) of the Act: 177,188,665

                         Common Stock, $0.001 Par Value

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) been subject to such filing requirements
for  the  past  90  days.
Yes     X        No

Indicate  by  check mark if disclosure of delinquent filers pursuant to Item 405
of  Regulation  S-K  is  not contained herein, and will not be contained, to the
best  of  Registrant's  knowledge, in definitive proxy or information statements
incorporated  by  reference  in Part III of this Form 10-KSB or any amendment to
this  Form  10-KSB  [ ].

Registrant's revenue for the twelve months ended December 31, 2004:  $0


<PAGE>
<TABLE>
<CAPTION>
                                TABLE OF CONTENTS
<S>          <C>
PART I
Item 1  -    Description of Business
Item 2  -    Description of Property
Item 3  -    Legal Proceedings
Item 4  -    Submission of Matters to a Vote of Security Holders


PART II
Item 5   -   Market for Common Equity and Related Stockholder Matters
Item 6   -   Management's Discussion and Analysis or Plan of Operations
Item 7   -   Financial Statements
Item 8   -   Changes In and Disagreements With Accountants on
             Accounting and Financial Disclosures
Item 8a  -   Controls and Procedures


PART III
Item 9    -  Directors, Executives Officers, Promoters and Control Persons;
             Compliance of Section 16(a) of the Exchange Act
Item 10   -  Executive Compensation
Item 11   -  Security Ownership of Certain Beneficial Owners and
             Management and Related Stock Holder Matters
Item 12   -  Certain Relationships and Related Transactions
Item 13   -  Exhibits and Reports on Form 8-K
Item 14   -  Principal Accountant Fees and Services
</TABLE>


<PAGE>
PART I


Item 1 - Description of Business
--------------------------------

OVERVIEW AND HISTORY
--------------------
On  March  21,  2000,  The  Cyber  Group  Network Corporation and Subsidiary was
incorporated  in  the  State  of  California  and  subsequently  purchased 89.1%
Hollywood  Entertainment  Network,  Inc., a Nevada Corporation, and subsequently
changed  the  name  Hollywood  Entertainment  Network,  Inc., to The Cyber Group
Network  Corporation  (the  "Company",  "CGPN",  "Cyber  Group"),  a  Nevada
Corporation.

We  entered into a Plan of Merger Agreement with CGN Acquisitions Corporation, a
Nevada  Corporation  with offices in San Bernardino, California. The merger took
place on December 7, 2000 and entitled us ownership, rights, privileges, powers,
franchises,  patents,  trademarks,  licenses,  and  other  assets  and  accounts
receivable of every kind and description of CGN Acquisitions.  Subsequent to the
completion  of  the  merger agreement, CGN Acquisitions was dissolved.  Prior to
the  merger,  CGN Acquisitions Corporation entered into a licensing agreement on
November  20,  2000  with Sterno, Inc., a Nevada Corporation with offices in Los
Angeles,  California.  The  licensing agreement was entered into for the purpose
of the use of Sterno's business model for our banking program.  CGN Acquisitions
and  Adaptive  Systems  Inc.,  entered  into  a technology transfer agreement on
November  20,  2000.  The technology transfer agreement granted CGN Acquisitions
the  right  to  Adaptive System Inc.'s proprietary technology for use within the
E-Snitch  device.

We  are  a  technology  driven,  computer security company with one main area of
focus:  Computer  Security. Our primary purpose is to continue to transition the
Company  into  a  self-sufficient,  revenue-generating  company,  capable  of
increasing  shareholder  value.  The  Company is also very focused on developing
strategic  partnerships  with  Government  Agencies  and  Corporations  to  meet
industry  demand  and  ensure  100%  customer  satisfaction.

In  an  effort to fulfill the goal of providing sound computer security, we have
developed PPIRT (Password Protection Information Retrieval Technology). PPIRT is
a  computer  software  program designed to protect a customer's computer and the
valuable  information  on  the  computer from hackers and thieves. With PPIRT, a
customer  is  able  to  encrypt files (make them inaccessible without the proper
authorization),  thrash  files  (permanently  erase  them  so  that  they  are
unrecoverable  even with computer forensics), and manage passwords. In addition,
PPIRT  has  the  ability to track a lost or stolen computer via the Internet and
remotely  recover  and destroy files from the lost or stolen computer once it is
connected  to  the  Internet.  We  are  currently  marketing PPIRT to government
agencies, corporations and OEM's.


<PAGE>
Our  Electronic  Snitching  Device  (E-Snitch)  is a hardware solution that will
locate  a  lost  or  stolen computer within a range of five feet. It has several
capabilities,  including  retrieving  sensitive  data  from  the  lost or stolen
computer and destroying sensitive data from the lost or stolen computer. Both of
these  functions  are accomplished wirelessly and without being connected to the
Internet. The development of the E-Snitch device is in the testing stage.    Our
main purpose and objective for this new and innovative technology is to generate
sales  via  licensing  agreements,  and  /or  strategic  partnerships.

We  are  concentrating on developing solid relationships with corporate clients,
government  agencies  and  OEM's  to  create  various  distribution channels and
related  sales  for  PPIRT  and  E-Snitch.  We  have determined this is the most
appropriate  avenue for the successful sales, marketing and profitability of our
products.

The Company's Mission Statement is to allow people and businesses around the
globe to protect their computers with innovative computer security solutions.

PRINCIPAL PRODUCTS
------------------
Password  Protection  Information  Retrieval  Technology  (PPIRT)  -  Computer
-----------------------------------------------------------------
encryption  software designed to protect individuals and businesses from hackers
and  thieves.  PPIRT is designed to be the most advanced computer tracking, data
retrieval  and  encryption  software  on the market. If your computer is lost or
stolen,  PPIRT  can track the computer across the Internet and send notification
of  the  location  of your computer by way of Caller ID and/or Internet Protocol
Address. Additionally, PPIRT has the ability to remotely retrieve and/or destroy
data  from  the  hard  drive  of  a  lost  or stolen computer. Our software also
provides  several  methods of protection against unwanted intrusion into lost or
stolen  data  housed  on a computer. For example, PPIRT encrypts data, making it
virtually  unhackable.  It  can  also  completely  destroy  data,  literally
irreversibly  wiping  it  from  the  device.

E-SNITCH  -  Computer hardware device that can track missing or stolen computers
--------
within  five  feet  of  their  location. It also has the ability to retrieve and
destroy  information from a secure storage space on the hard drive without being
connected to the Internet.  Our device includes a number of features in addition
to  its  tracking  and  retrieval  capabilities.  E-Snitch  has  GPS  navigation
capabilities,  beacon  sound  warnings  and hard drive password protection. This
product  will  be  further  enhanced.


<PAGE>
DISTRIBUTION
------------
In  late  2001, removed our PPIRT product off of retail stores shelves.  The new
versions  will  have  significant  enhancements  and be marketed specifically to
Government  Agencies,  Corporations  and  Consumers.  Each  version  will  have
specialized  features  tailored  to  that  specific  market.

During  the  next  fiscal year, we will be targeting several Government Agencies
and  Corporations.  Our demographic targets will consist of government agencies,
consumers,  business  organizations  and  manufacturers.  Distribution  of  our
products  will occur through the efforts of existing Officers and Board members.
We  are  concurrently developing a strategic marketing plan that details a solid
distribution  avenue  to  allow for a smooth transition from a development stage
company  to  one  of  sales  and  marketing.

NEW PRODUCT OFFERINGS
---------------------
At present we do not anticipate any new product offerings. We want to dedicate
our resources to PPIRT and E-Snitch.

COMPETITION
-----------
There  are other companies that are engaged in the same business as us.  Many of
our  competitors  are  more  established  companies  with  substantially greater
capital  resources  and  greater  marketing  capabilities.  No assurances can be
given  that  we  will  be  able to successfully compete with such companies.  We
anticipate  that  the number of competitors will increase in the future.  We are
aggressively trying to differentiate ourselves from our competition by providing
far  more  superior  products  at  competitive  prices.

PATENTS, LICENSES AND AGREEMENTS
--------------------------------
We  filed  a provisional patent for E-Snitch on November 9, 2000 that expired on
November  9,  2001.  The  patent was not renewed because the original technology
involved  in  the development of E-Snitch changed during the various upgrades of
the  product.  We  expect  to  file for another patent, once the device is fully
enhanced,  completed  and  tested.  We  do not have a time frame for completion.

RESEARCH AND DEVELOPMENT ACTIVITIES
-----------------------------------
For the past three fiscal years, we were primarily in the development stage.  We
launched  our  first software package, PPIRT, during the fourth quarter of 2001.
Therefore, most of the expenses incurred over the past years is directly related
to  the  research  and  development  of  both  PPIRT  and  E-Snitch.


<PAGE>
EMPLOYEES
---------
As of December 31, 2004, we employed three employees of which all were in
management positions.

RISK FACTORS
------------
In  Note  Number 7 to the audited financial statements, our independent auditors
have  reported that we have suffered recurring losses from operations that raise
substantial  doubt  about our ability to continue as a going concern. During the
year  ended  December  31, 2004 and 2003, we incurred a net loss of $273,651 and
$300,770,  respectively.

As  of  December  31,  2004, we had a negative working capital and stockholder's
deficiency  of  $1,228,058.  These factors, along with an accumulated deficit of
$11,911,839  at  December 31, 2004, raise substantial doubt about our ability to
continue  as  a  going concern.  We will need to raise approximately $325,000 in
operating  capital  in order to remain viable as a going concern for the current
fiscal  year.  We  can  provide no assurance that we will be able to raise these
necessary  funds  and  therefore may not be able to continue as a going concern.


ITEM 2 - PROPERTIES
-------------------
As of December 31, 2004 and at present, we are not occupying any property.


ITEM 3 - LEGAL PROCEEDINGS
--------------------------
In  December 2001, we filed a civil lawsuit, in the United States District Court
Central  District of California, against a former Officer and Board of Director,
a  former  employee and other individuals not associated with our company.  This
lawsuit  alleges that the former Officer used her confidential relationship with
our  company  to  conceal  her  personal use of company funds, make unauthorized
stock  issuances  and cash loans to outside business partners and/or family.  We
allege  that  these  acts  were committed in a manner intended to defraud us and
divert  funds  to the other co-conspirators named in the lawsuit.  Subsequently,
as of the date of this filing, this matter has been dismissed and management has
not  yet  determined  if  any  further  action  will  be  taken.

The company is disputing any and all contracts that it may have had with its
former CEO.  The former CEO has been notified and the company anticipates that
legal action against him may result.


<PAGE>
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
------------------------------------------------------------
None


PART II


ITEM 5 - MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
-----------------------------------------------------------------
Our  common stock, par value $0.001 per share ("Common Stock"), is traded on the
NASDAQ Over The Counter Bulletin Board ("OTCBB") under the symbol "CGPN".  There
was  no  active  trading  market  for the Common Stock before May 22, 2000.  The
following table sets forth, for the periods indicated, the reported high and low
closing  bid  quotations  for our common stock as reported on the OTCBB. The bid
prices reflect inter-dealer quotations, do not include retail markups, markdowns
or  commissions  and  do  not  necessarily  reflect  actual  transactions.

<TABLE>
<CAPTION>
                          HIGH         LOW
QUARTER ENDED             BID          BID
<S>                      <C>          <C>

March 31, 2003           $.0012       $.0001
June 30, 2003            $.0037       $.0002
September 30, 2003       $.0075       $.0015
December 31, 2003        $.0078       $.0020

March 31, 2004           $.0080       $.0021
June 30, 2004            $.0120       $.0047
September 30, 2004       $.0075       $.0045
December 31, 2004        $.0080       $.0040
</TABLE>

HOLDERS
-------
As of December 31, 2004 there were 164 stockholders of record.

DIVIDENDS
---------
While there are no restrictions that limit our ability to pay dividends, we have
not  paid, and do not currently intend to pay cash dividends on our common stock
in  the  foreseeable  future.  Our  policy is to retain all earnings, if any, to
provide  funds  for  operation and expansion of our business. The declaration of
dividends,  if any, will be subject to the discretion of our Board of Directors,
which  may  consider  such  factors  as  our  results  of  operations, financial
condition,  capital  needs  and  acquisition  strategy,  among  others.


ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS
---------------------------------------------


<PAGE>
This Annual Report on Form 10-KSB includes forward-looking statements within the
meaning  of  the  Private  Securities  Litigation  Reform  Act of 1995. This Act
provides  a  "safe harbor" for forward-looking statements to encourage companies
to  provide  prospective  information  about them so long as they identify these
statements  as  forward-looking  and  provide  meaningful  cautionary statements
identifying important factors that could cause actual results to differ from the
projected  results. All statements other than statements of historical fact made
in  this  Annual  Report  on Form 10-KSB are forward-looking. In particular, the
statements  herein regarding industry prospects and future results of operations
or financial position are forward-looking statements. Forward-looking statements
reflect  our management's current expectations and are inherently uncertain. Our
actual  results  may  differ  significantly  from our management's expectations.

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 this Annual Report.  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.

INTRODUCTION
------------
In  Note  Number 9 to the audited financial statements, our independent auditors
have  reported that we have suffered recurring losses from operations that raise
substantial  doubt  about  our  ability  to  continue  as  a  going concern. Our
continued  existence  is  dependent  upon  our  ability to resolve our liquidity
problems,  principally  by  obtaining  equity  capital and commencing profitable
operations.  While  pursuing equity capital, we must continue to operate on cash
flow generated from operations and financing activity. We experienced a net loss
of  $273,651  for  the  year ended December 31, 2004 and have a negative working
capital  and  stockholder's  deficiency  of  $1,228,058.  These  factors  raise
substantial  doubt about our ability to continue as a going concern. The opinion
expressed  by  our auditors clearly highlights our negative financial condition,
which  conditions  evidence  the  high  degree of risk associated with making an
investment  in  our company. Our financial condition also makes finding suitable
investors  difficult  due  to  the  risk  involved.

PLAN OF OPERATION
-----------------
Our  plans  in  regards  to  our going concern matter and to further aide in the
development  of  our  business  are  to  raise  capital and become profitable by
performing  the  following  tasks.  We  believe that these efforts will generate
positive  cash  flow  during  the  next  fiscal  year:

     (1)  Raise  additional  operating  capital  by  considering  various
          alternatives, including private placement, debt financing


<PAGE>
          and  SB-2  filings.  One  or  a  combination of these alternatives can
          allow  us  to  meet  our  cash  flow needs until our product sales can
          sustain our operations. Our current financing is primarily in the form
          of short-term loans from Officers.
     (2)  Complete  testing  of  E-Snitch  and  develop  distribution, stratigic
          alliance and/or licensing channels to create revenue growth.
     (3)  We  anticipate  that  demonstrating  and  marketing  our  products  to
          government  agencies  and Corporations will be the avenue to achieving
          these goals.
     (4)  Create  a  knowledgeable  sales  force  that  will  allow  for  the
          aggressive  distribution  of  our products. We are considering various
          ways  of  accomplishing  this,  including the use of independent field
          representatives and an in-house sales team.
     (5)  Develop  an  attractive  incentive  plan  to  attract  and  retain
          quality  employees  and  sales representatives. We acknowledge that to
          continue  and  expand  in  today's  market,  we  must rely on talented
          individuals.
     (6)  Continue  to  seek  strategic  alliances  with  various  partners  and
          OEMs.

We  will  encounter  various  risks  while  attempting to implement our business
model,  particularly in this continuously evolving technology market.  We cannot
guarantee  that  we will be successful in addressing such risks, and the failure
to  do  so  could  have  materially  adverse effects on our business and results
operations.

RESULTS OF OPERATIONS
---------------------
Since  inception  in  March  2000,  we  have been in the development stage.  The
primary  focus  has been on the development and marketing of E-Snitch and PPIRT.
Because  we made our first shipment of PPIRT and the novel in the fourth quarter
of  2001  and the subsequent decision to pull both products from retail shelves,
we  have  generated  minimal  revenue to date.  Because substantially all of our
efforts  have  been concentrated in research and development activities, we have
operating  at  a  net loss for the last two fiscal year-ends.  We incurred a net
loss  of  $271,651  and $300,770 for the years ended December 31, 2004 and 2003,
respectively.  Our  reduction net loss was mainly attributed to our cost cutting
measures  of  closing  our  physical offices and operations. Although we plan on
implementing  aggressive  marketing  and  sales  strategies,  we still expect to
continue  operating  at  a net loss during the majority of the next fiscal year.
This  is  primarily due to our being in a transitional stage, transitioning from
research  and development to marketing and distribution.  Therefore, we can give
no  assurance that we will achieve profitability or that a stream of revenue can
be  generated  and  sustained  in  the  future.

PRODUCT DELAYS
--------------


<PAGE>
The release of E-Snitch has been postponed due to various reasons, including the
under  development  of  the  GPS  Network,  the  need  to  improve  the device's
capabilities  and  lack  of  capital.  The  E-Snitch can track missing or stolen
computers  within  five  feet  of  their  location.  It  also has the ability to
retrieve  and destroy information from a secure storage space on the hard drive.
We  filed  a provisional patent for this device in November 2000 that expired in
November 2001. The purpose of filing this patent was to protect our rights while
the  device  was  showcased  at  the  computer  fair,  Comdex. Since Comdex, the
majority  of  the  technology  in  the  E-Snitch has been overhauled in order to
create a state of the art hardware device that can physically and intellectually
attract the attention of individuals and businesses.

We  completed  our  Password Protection Information Retrieval Technology (PPIRT)
software  for  Government  Agencies  and Corporations. We have not completed and
released the version for individual users, but anticipate doing do. Each version
is specifically tailored to the respective sector.

CASH REQUIREMENTS AND ADDITIONAL FUNDING
----------------------------------------
We need to immediately raise additional capital and / or generate revenue to run
the  daily  operating  activities  of the business.  We believe that our cash on
hand  is insufficient to meet our anticipated needs for working capital, capital
expenditures  and  business development for the next twelve months.  Our monthly
expenses  are  expected  to  be  less  than $28,000 a month over the next twelve
months.  Because we have not sustained a consistent revenue stream, we will need
to  raise capital to meet our operating needs.  We will research various methods
of acquiring capital, like private placement, debt refinancing, SB-2 filings and
joint  venture  partners.  We recognize that filing an SB-2 can potentially lead
to  stock  dilution, however it may be the most effective means to generate cash
flow  for us.  Irrespective of the funding method, this funding will cover costs
such  as  marketing  and distribution, maintaining and upgrading our technology,
recurring  overhead  expenses  for  the day-to-day operation of the business and
other unexpected expenses due to economic changes.  We cannot guarantee that the
financing  will  be  available  in  certain  amounts  or  on  acceptable  terms.

RECENT ACCOUNTANT PRONOUNCEMENTS
--------------------------------

     In  December  2004,  the  FASB  issued  SFAS  No.  123  (R),  "Share-Based
     Payment".  SFAS  No.  123  (R)  revises  SFAS  No.  123,  "Accounting  for
     Stock-Based  Compensation"  and  supersedes APB Opinion No. 25, "Accounting
     for  Stock  Issued to Employees". SFAS No. 123 (R) focuses primarily on the
     accounting for transactions in which an entity obtains employee services in
     share-based  payment  transactions.  SFAS No. 123 (R) requires companies to
     recognize  in  the  statement  of  operations the cost of employee services
     received  in  exchange  for  awards  of  equity  instruments  based  on the
     grant-date fair value of those awards (with limited


<PAGE>
     exceptions).  SFAS  No.  123  (R)  is  effective as of the first interim or
     annual  reporting  period  that  begins  after  June 15, 2005 for non-small
     business  issuers  and  after December 15, 2005 for small business issuers.
     Accordingly,  the Company will adopt SFAS No. 123 (R) in its quarter ending
     March  31, 2006. The Company is currently evaluating the provisions of SFAS
     No.  123  (R)  and has not yet determined the impact, if any, that SFAS No.
     123 (R) will have on its financial statement presentation or disclosures.

     In  December  2004,  the  Financial  Accounting  Standards  Board  ("FASB")
     issued  Statement  of  Financial  Accounting  Standards ("SFAS") No. 153, "
     Exchanges  of  Non-Monetary  Assets,  an  Amendment  of  APB  No. 29". This
     Statement  amends  APB  Opinion  No.  29,  "Accounting  for  Nonmonetary
     Transactions".  Earlier  guidance  had  been  based  on  the principle that
     exchanges  of  nonmonetary  assets should be based on the fair value of the
     assets  exchanged  and  APB  No.  29  included  certain  exceptions to this
     principle.  However,  FASB  153  eliminated  the  specific  exceptions  for
     nonmonetary  exchanges  with  a  general  exception  for  all  exchanges of
     nonmonetary  assets  that  do not have commercial and economic substance. A
     nonmonetary exchange has commercial substance only if the future cash flows
     of  the  entity  are  expected  to  change significantly as a result of the
     exchange.  This  Statement is effective for nonmonetary exchanges occurring
     in fiscal periods beginning after June 15, 2005. The implementation of this
     SFAS  No.  153  is  not expected to have a material impact on the Company's
     financial statement presentation or its disclosures.


ITEM 7.  FINANCIAL STATEMENTS
-----------------------------


<PAGE>
                       THE CYBER GROUP NETWORK CORPORATION
                                 AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                        CONSOLIDATED FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2004 AND 2003




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


                                  CONTENTS
                                  --------
<S>    <C>     <C>
PAGE        1  REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

PAGE        2  CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2004 AND 2003

PAGE        3  CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEARS ENDED
               DECEMBER 31, 2004 AND 2003 AND FOR THE PERIOD FROM MARCH 21,
               2000 (INCEPTION) TO DECEMBER 31, 2004

PAGES     4-6  CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS'
               DEFICIENCY FOR THE PERIOD FROM MARCH 21, 2000 (INCEPTION) TO
               DECEMBER 31, 2004

PAGES   7 - 8  CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED
               DECEMBER 31, 2004 AND 2003 AND FOR THE PERIOD FROM MARCH 21,
               2000 (INCEPTION) TO DECEMBER 31, 2004

PAGES  9 - 16  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER
               31, 2004 AND 2003
</TABLE>


<PAGE>
             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
             -------------------------------------------------------

To the Board of Directors of:
  The Cyber Group Network Corporation and Subsidiary
  (A Development Stage Company)

We  have audited the accompanying consolidated balance sheets of The Cyber Group
Network Corporation and Subsidiary (the "Company") (a development stage company)
as  of  December  31,  2004  and  2003  and  for  the period from March 31, 2000
(inception)  to  December  31,  2004  and the related consolidated statements of
operations,  changes  in  stockholders'  deficiency and cash flows for the years
then  ended.  These  consolidated financial statements are the responsibility of
the  Company's management.  Our responsibility is to express an opinion on these
consolidated  financial  statements  based  on  our  audits.

We  conducted  our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). These standards require that we plan
and  perform  the  audits  to  obtain  reasonable  assurance  about  whether the
consolidated  financial  statements are free of material misstatement.  An audit
includes  examining,  on  a  test  basis,  evidence  supporting  the amounts and
disclosures  in  the  consolidated financial statements.  An audit also includes
assessing  the  accounting  principles  used  and  significant estimates made by
management,  as well as evaluating the overall financial statement presentation.
We  believe  that  our  audits  provide  a  reasonable  basis  for  our opinion.

In  our opinion, the consolidated financial statements referred to above present
fairly,  in  all  material  respects,  the financial position of The Cyber Group
Network  Corporation and Subsidiary as of December 31, 2004 and 2003 and for the
period  from  March  31,  2000  (inception)  to  December  31,  2004,  and  the
consolidated results of their operations and cash flows for the years then ended
in conformity with accounting principles generally accepted in the United States
of  America.

The  accompanying  consolidated financial statements have been prepared assuming
that  the  Company  will continue as a going concern.  As discussed in Note 7 to
the  consolidated  financial  statements,  the  Company had a $273,651 loss from
operations,  a  working  capital  deficiency  and  a stockholders' deficiency of
$1,228,058.  These  matters  raise substantial doubt about the Company's ability
to  continue  as a going concern. Management's plans in regards to these matters
is  also  described  in  Note  7.  The  consolidated financial statements do not
include  any adjustments that might result from the outcome of this uncertainty.


WEINBERG  &  COMPANY,  P.A.


Boca  Raton,  Florida
May 13, 2005


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


                                               ASSETS
                                               ------
                                                                                                  2004           2003
                                                                                              -------------  -------------
<S>                                                                                           <C>            <C>
Cash                                                                                          $      1,227   $         40
                                                                                              =============  =============

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

CURRENT LIABILITIES
  Accounts payable                                                                            $    180,235   $    180,235
  Accrued expenses                                                                                 128,529        109,205
  Loans payable                                                                                    231,317        231,317
  Payable to related party                                                                          52,210         52,210
  Due to officers                                                                                  636,994        574,380
                                                                                              -------------  -------------
      Total Current Liabilities                                                                  1,229,285      1,147,347
                                                                                              -------------  -------------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' DEFICIENCY
  Preferred stock, $0.001 par value, 50,000,000 shares authorized, 2,000,000 shares
    issued and outstanding                                                                           2,000          2,000
  Common stock, $0.001 par value, 500,000,000 shares authorized, 177,188,665 and
    145,646,665 shares issued and outstanding, respectively outstanding,                           177,188        145,646
  Additional paid-in capital                                                                    10,504,593     10,343,235
  Deficit accumulated during development stage                                                 (11,911,839)   (11,638,188)
                                                                                              -------------  -------------

TOTAL STOCKHOLDERS' DEFICIENCY                                                                  (1,228,058)    (1,147,307)
                                                                                              -------------  -------------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY                                                $      1,227   $         40
----------------------------------------------                                                =============  =============
</TABLE>

          See accompanying notes to consolidated financial statements.


                                        2
<PAGE>
<TABLE>
<CAPTION>
                        THE CYBER GROUP NETWORK CORPORATION AND SUBSIDIARY
                                  (A DEVELOPMENT STAGE COMPANY)
                              CONSOLIDATED STATEMENTS OF OPERATIONS
         FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003 AND FOR THE PERIOD FROM MARCH 21,
         --------------------------------------------------------------------------------
                             2000 (INCEPTION) TO DECEMBER 31, 2004
                             -------------------------------------

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

COST OF GOODS SOLD                                                   -                 -            45,718
                                                        --------------  ----------------  -----------------
GROSS PROFIT                                                         -                 -           191,586
                                                        --------------  ----------------  -----------------

SELLING, GENERAL AND ADMINISTRATIVE                            429,541           328,636        10,445,780
                                                        --------------  ----------------  -----------------

LOSS FROM OPERATIONS                                          (429,541)         (328,636)      (10,254,194)
                                                        --------------  ----------------  -----------------

OTHER EXPENSE (INCOME)
  Impairment of property, plant and equipment                        -                 -            44,113
  Impairment of goodwill                                             -                 -           295,000
  Interest expense                                              19,324            19,706         1,541,318
  Forgiveness of debt                                         (175,214)          (47,572)         (222,786)
                                                         --------------  ----------------  ----------------
    Total Other Expense (Income)                              (155,890)          (27,866)        1,657,645
                                                         --------------  ----------------  ----------------

NET LOSS                                                 $    (273,651)  $      (300,770)  $   (11,911,839)
                                                        ===============  ================  ================

Net loss per share - basic and diluted                   $        (.00)  $          (.00)
                                                        ===============  ================

Weighted average number of common shares outstanding -
basic and diluted                                          160,900,583       145,638,446
                                                        ===============  ================
</TABLE>

          See accompanying notes to consolidated financial statements.


                                        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, 2004
                             -------------------------------------------------------------------

                                                                                                       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
</TABLE>

          See accompanying notes to consolidated financial statements.


                                        4
<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, 2004
                        -------------------------------------------------------------------

                                                                                                    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 stock for compensation            -  $     -    1,998,841   $  1,999   $   592,296   $          -   $   594,295

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)
--------------------------
</TABLE>

          See accompanying notes to consolidated financial statements.


                                        5
<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, 2004
                        -------------------------------------------------------------------

                                                                                             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 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)
--------------------------      =========  =======  ============  =========  ===========  =============  ============
</TABLE>

          See accompanying notes to consolidated financial statements.


                                        6
<PAGE>
<TABLE>
<CAPTION>
                                  THE CYBER GROUP NETWORK CORPORATION AND SUBSIDIARY
                                             (A DEVELOPMENT STAGE COMPANY)
                                         CONSOLIDATED STATEMENTS OF CASH FLOWS
                   FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003 AND FOR THE PERIOD FROM MARCH 21,
                   --------------------------------------------------------------------------------
                                         2000 (INCEPTION) TO DECEMBER 31, 2004
                                         -------------------------------------

                                                                                                      For the Period
                                                                                                           from
                                                                   For the Year      For the Year     March 21, 2000
                                                                      Ended             Ended         (Inception) to
                                                                   December 31,      December 31,      December 31,
                                                                       2004              2003              2004
                                                                 ----------------  ----------------  ----------------
<S>                                                              <C>               <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                                       $      (273,651)  $      (300,770)  $   (11,911,839)
  Adjustments to reconcile net loss to net cash used in
    operating activities:
  Depreciation and amortization                                                -                 -           151,395
  Debt forgiveness                                                      (175,214)                -          (175,214)
  Settlement of debt                                                           -                 -            45,550
  Provision for doubtful accounts                                              -                 -           221,497
  Impairment of property, plant and equipment                                  -                 -            44,113
  Impairment of goodwill                                                       -                 -           295,000
  Amortization of discount on convertible redeemable debentures                -                 -            87,535
  Interest from beneficial conversion feature                                  -                 -         1,151,213
  Issuance of stock for services rendered                                192,900             5,700         4,993,962
  Issuance of stock as compensation                                            -                 -         1,337,035
  Issuance of stock as donations                                               -                 -            29,950
  Issuance of preferred shares for services                                    -                 -           213,250
  Issuance of stock options for services rendered                              -                 -           220,000
  Issuance of stock options as compensation                                    -                 -           237,750
  Issuance of stock as interest expense                                        -                 -           100,000
  Issuance of other stock -litigation                                          -                 -           149,000
  Changes in operating assets and liabilities:
  Accounts receivable                                                          -                 -           (46,671)

    Other receivables                                                          -                 -          (174,827)
    Accounts payable and accrued expenses                                 19,324           (10,356)          262,202
    Payable to related party                                                   -                 -            52,210
    Due to officers                                                      237,828           304,666           791,208
                                                                 ----------------  ----------------  ----------------
        Net Cash Provided By (Used In) Operating Activities                1,187              (760)       (1,923,681)
                                                                 ----------------  ----------------  ----------------

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                                                   -                 -           627,604
  Proceeds from issuance of convertible debt                                   -                 -         1,787,810
                                                                 ----------------  ----------------  ----------------
        Net Cash Provided By Financing Activities                              -                 -         2,415,414
                                                                 ----------------  ----------------  ----------------

NET INCREASE (DECREASE) IN CASH                                            1,187              (760)            1,227

CASH - BEGINNING OF YEAR                                                      40               800                 -
                                                                 ----------------  ----------------  ----------------

CASH - END OF YEAR                                                         1,227                40             1,227
------------------                                               ================  ================  ================
</TABLE>

          See accompanying notes to consolidated financial statements.


                                        7
<PAGE>
<TABLE>
<CAPTION>
                    THE CYBER GROUP NETWORK CORPORATION AND SUBSIDIARY
                               (A DEVELOPMENT STAGE COMPANY)
                           CONSOLIDATED STATEMENTS OF CASH FLOWS
     FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003 AND FOR THE PERIOD FROM MARCH 21,
     --------------------------------------------------------------------------------
                           2000 (INCEPTION) TO DECEMBER 31, 2004
                           -------------------------------------

                                                                                  For the Period
                                                                                       from
                                                 For the Year     For the Year    March 21, 2000
                                                     Ended            Ended       (Inception) to
                                                 December 31,     December 31,     December 31,
                                                     2004             2003             2004
                                                ---------------  ---------------  ---------------
<S>                                             <C>              <C>              <C>
SUPPLEMENTAL DISCLOSURE CASH FLOW INFORMATION:
----------------------------------------------

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

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

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

During the year ended December 31, 2004, the Company issued 33,542,000 shares of
common  stock  with  a  fair  value  of  $192,900  for  services  rendered  and
compensation  to  officers  and  directors. The Company also rescinded 1,000,000
shares of common stock during 2004.

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

          See accompanying notes to consolidated financial statements.


                                        8
<PAGE>
               THE CYBER GROUP NETWORK CORPORATION AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2004 AND 2003
                        --------------------------------


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  focused  on
          developing  strategic  partnerships  with  government  agencies  and
          corporations  to  meet  industry  demand  and  ensure  100%  customer
          satisfaction.

          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) PRINCIPLES  OF  CONSOLIDATION
          ---------------------------------

          The  consolidated  financial  statements  include  the accounts of The
          Company  and  its  wholly  owned  subsidiary,  Cyber Crime Corporation
          ("Cyber  Crime").  Cyber  Crime did not have any operations during the
          years  ended December 31, 2004 and 2003. Any intercompany balances and
          transactions are eliminated in consolidation.

          (B) DEVELOPMENT STAGE ENTERPRISE
          --------------------------------

          As  of  December  31,  2004,  CGPN  was a development stage company as
          defined in Statement of Financial Accounting Standards ("SFAS") No. 7,
          "Accounting  and  Reporting  by  Development  Stage  Enterprises." The
          Company  devoted  substantially  all  of its efforts to its formation,
          raising  capital,  research  and  development and product development.
          Substantially all losses accumulated since inception are considered to
          be a part of the Company's development stage activities.

          (C) REVENUE RECOGNITION
          -----------------------

          Revenue  is  recognized  when  services  are performed or products are
          shipped.

          (D) CASH
          --------

          Cash consists of cash on deposit held by financial institutions.


                                        9
<PAGE>
               THE CYBER GROUP NETWORK CORPORATION AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2004 AND 2003
                        --------------------------------

          (E) INVENTORY
          -------------

          The  Company  does  not  maintain  significant  inventory  levels.
          Rather,  software will be manufactured once orders are placed with the
          Company.

          (F) IMPAIRMENT OF LONG-LIVED ASSETS
          -----------------------------------

          Beginning  January  1,  2002,  the  Company  reviews long-lived assets
          for  impairment  under Statement of Financial Accounting Standards No.
          144, "Accounting for the Impairment or Disposal of Long-Lived Assets."
          Long-lived  assets  to  be  held  and used are reviewed for impairment
          whenever events or changes in circumstances indicate that the carrying
          amount  of  an  asset may not be recoverable. The carrying amount of a
          long-lived  asset  is  not  recoverable  if  it exceeds the sum of the
          undiscounted  cash  flows expected to result from the use and eventual
          disposition  of  the  asset.  Long-lived  assets to be disposed of are
          reported  at  the  lower of carrying amount or fair value less cost to
          sell.  During the year ended December 31, 2002, the Company determined
          that  the property, plant, and equipment were impaired and recorded an
          impairment charge of $44,113. As of December 31, 2004, the Company has
          no  long-lived assets and as a result did not record any impairment or
          disposal.

          (G) STOCK-BASED COMPENSATION
          ----------------------------

          SFAS  No.  123, "Accounting for Stock-Based Compensation," established
          and  encourages  the  use of the fair value based method of accounting
          for  stock-based  compensation  arrangements  under which compensation
          costs  are determined using the fair value of stock-based compensation
          determined  as of the date of grant. It is recognized over the periods
          in  which  the  related  services  are  rendered.  For  stock-based
          compensation  issued to non-employees, the Company uses the fair value
          method  of  accounting  under  the  provision  of  SFAS  No.  123.

          The  Company  adopted  only  the  disclosure  provisions  of  SFAS No.
          123.  as  amended  by the transition disclosure provisions of SFAS No.
          148.  The  transition and disclosure provisions of the Company applies
          Accounting  Principles  Board  Opinion  No.  25, "Accounting for Stock
          Issued  to  Employees,"  and related interpretations in accounting for
          its  stock  issuances to employees and does not recognize compensation
          expense  for  its  stock-based  compensation other than for restricted
          stock and options issued to outside third parties.

          (H) FAIR VALUE OF FINANCIAL INSTRUMENTS
          ---------------------------------------

          The  Company  measures  its  financial  assets  and  liabilities  in
          accordance  with generally accepted accounting principles. For certain
          of  the  financial  instruments,  including  cash,  accounts  payable,
          accrued  expenses,  loans  payable  and  related  party  payables. The
          carrying  amounts  approximate  the  fair  value  due  to  their short
          maturities.


                                       10
<PAGE>
               THE CYBER GROUP NETWORK CORPORATION AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2004 AND 2003
                        --------------------------------

          (I) ADVERTISING
          ---------------

          The  Company  expenses  advertising  costs  as incurred. CGPN incurred
          approximately  $245,000,  $97,000 and $175,000 in advertising expenses
          during  the  fiscal years ended December 31, 2002 and 2001 and for the
          period  from  March  21,  2000  (inception)  to  December  31,  2000,
          respectively.  The  Company recorded no expenses for advertising costs
          in the years ended December 31, 2004 and 2003.

          (J) INCOME TAXES
          ----------------

          The  Company  accounts  for income taxes under the asset and liability
          method  that  requires  the  recognition  of  deferred  tax assets and
          liabilities  for  the  expected future tax consequences of events that
          have  been  included in the financial statements or tax returns. Under
          this  method,  deferred  income  taxes  are  recognized  for  the  tax
          consequences  in  future years of differences between the tax basis of
          assets  and  liabilities and their financial reporting amounts at each
          period-end  based  on  enacted  tax  laws  and  statutory  tax  rates
          applicable  to  the  periods  in which the differences are expected to
          affect  taxable  income.  Valuation  allowances  are established, when
          necessary,  to reduce deferred tax assets to the amount expected to be
          realized.

          (K) INCOME (LOSS) PER SHARE
          ---------------------------

          Basic  income  (loss)  per  share  is  computed by dividing the income
          (loss) available to common shareholders by the weighted-average number
          of  common  shares  outstanding.  Diluted  income  (loss) per share is
          computed  similar to the basic income (loss) per share except that the
          denominator  is  increased  to include the number of additional common
          shares that would have been outstanding if the potential common shares
          had been issued and if the additional common shares were dilutive. For
          the years ended December 31, 2004 and 2003, the Company incurred a net
          loss.  As  a  result,  basic and diluted losses per share are the same
          because  the  inclusion of common share equivalents in the calculation
          would be anti-dilutive. The common shares used in the weighted average
          calculation  to determine the basic and diluted loss per share reflect
          post-split  share  amounts  (See  Note  4).

          (L) 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.


                                       11
<PAGE>
               THE CYBER GROUP NETWORK CORPORATION AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2004 AND 2003
                        --------------------------------

          (M) CONCENTRATION OF CREDIT RISK
          --------------------------------

          The  Company places its cash with high quality financial institutions,
          and  at  times  may  exceed  the Federal Deposit Insurance Corporation
          $100,000  insurance  limit.  As  of  December  31,  2004 and 2003, the
          Company  did  not  have  any  uninsured  cash.

          (N) RECENT ACCOUNTING PRONOUNCEMENTS
          ------------------------------------

          In  December  2004,  the  FASB  issued  SFAS No. 123 (R), "Share-Based
          Payment".  SFAS  No.  123  (R)  revises  SFAS No. 123, "Accounting for
          Stock-Based  Compensation"  and  supersedes  APB  Opinion  No.  25,
          "Accounting  for  Stock Issued to Employees". SFAS No. 123 (R) focuses
          primarily  on  the  accounting  for  transactions  in  which an entity
          obtains  employee  services  in share-based payment transactions. SFAS
          No.  123  (R)  requires  companies  to  recognize  in the statement of
          operations  the  cost  of  employee  services received in exchange for
          awards  of  equity  instruments  based on the grant-date fair value of
          those  awards (with limited exceptions). SFAS No. 123 (R) is effective
          as  of  the first interim or annual reporting period that begins after
          June  15,  2005  for non-small business issuers and after December 15,
          2005  for  small business issuers. Accordingly, the Company will adopt
          SFAS  No. 123 (R) in its quarter ending March 31, 2006. The Company is
          currently  evaluating  the  provisions of SFAS No. 123 (R) and has not
          yet  determined the impact, if any, that SFAS No. 123 (R) will have on
          its  financial  statement  presentation  or  disclosures.

          In  December  2004,  the Financial Accounting Standards Board ("FASB")
          issued Statement of Financial Accounting Standards ("SFAS") No. 153, "
          Exchanges  of  Non-Monetary  Assets, an Amendment of APB No. 29". This
          Statement  amends  APB  Opinion  No.  29,  "Accounting for Nonmonetary
          Transactions".  Earlier  guidance had been based on the principle that
          exchanges  of  nonmonetary assets should be based on the fair value of
          the  assets  exchanged  and  APB No. 29 included certain exceptions to
          this  principle.  However, FASB 153 eliminated the specific exceptions
          for  nonmonetary  exchanges with a general exception for all exchanges
          of  nonmonetary  assets  that  do  not  have  commercial  and economic
          substance. A nonmonetary exchange has commercial substance only if the
          future  cash  flows of the entity are expected to change significantly
          as  a  result  of  the  exchange.  This  Statement  is  effective  for
          nonmonetary exchanges occurring in fiscal periods beginning after June
          15,  2005.  The implementation of this SFAS No. 153 is not expected to
          have  a  material  impact  on  the  Company's  financial  statement
          presentation  or  its  disclosures.


                                       12
<PAGE>
               THE CYBER GROUP NETWORK CORPORATION AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2004 AND 2003
                        --------------------------------

NOTE  3   COMMITMENTS  AND  CONTINGENCIES
-------   -------------------------------

          LITIGATION
          ----------

          In  December  2001,  the  Company filed a civil lawsuit, in the United
          States District Court Central District of California, against a former
          Officer and Board of Director, a former employee and other individuals
          not  associated with the Company. This lawsuit alleges that the former
          Officer used her confidential relationship with the Company to conceal
          her  personal  use of company funds, make unauthorized stock issuances
          and cash loans to outside business partners and/or family. The Company
          alleges that these acts were committed in a manner intended to defraud
          the Company and divert funds to the other co-conspirators named in the
          lawsuit.  As  of  the date of this filing, all of the defendants named
          have  defaulted  as they failed to respond to the legal complaint. The
          Company  is  currently taking the necessary steps to begin recovery of
          the  stolen  funds.  The  Company  originally  recorded  a non-current
          receivable  related  to  this  lawsuit  in  the amount of $174,827. At
          December  31, 2001, the Company reserved $87,414 of the balance, As of
          December  31, 2002, the Company had determined that the collectability
          was  unlikely and fully wrote off this receivable. This case has since
          been dismissed and the Company has not yet made a final decision if it
          will  pursue  further  action  on  this  issue.

          The  Company  is also disputing any and all contracts that it may have
          had  with  its  former  CEO.  The former CEO has been notified and the
          Company  anticipates  that  legal  action  against  him  may  result.

NOTE 4    SHAREHOLDERS' EQUITY
------    --------------------

          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.


                                       13
<PAGE>
               THE CYBER GROUP NETWORK CORPORATION AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2004 AND 2003
                        --------------------------------

          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 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.


                                       14
<PAGE>
               THE CYBER GROUP NETWORK CORPORATION AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2004 AND 2003
                        --------------------------------

          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 relation to
          the  litigation  discussed  in  Note  6  (D)  of the December 31, 2002
          financial  statements.

NOTE  5   RELATED  PARTY  TRANSACTIONS  /  DUE  TO  OFFICERS
-------   --------------------------------------------------

          During  the  years  ended  December 31, 2004 and 2003, the Company had
          loans  from  officers,  its  former Chief Executive Officer, and other
          related  individuals.  As of December 31, 2004 and 2003, the total net
          loans  due to these related parties recorded in due to officers on the
          balance  sheet  totaled  $636,994  and  $574,380,  respectively.

          As of December 31, 2004, the former President of the Company resigned.
          As  a  result  of  his  resignation,  the  loan  amount  due to him of
          approximately  $220,000  was  negotiated  to  $45,000 and $175,214 was
          recorded  as  other  income  from  debt  forgiveness.

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

NOTE  6   INCOME  TAXES
-------   -------------

          As  of  December  31,  2004  the  Company had approximately $9,400,000
          operating loss carryforwards that may be offset against future taxable
          income. No provision for income taxes for the years ended December 31,
          2004  and  2003  or  for the period from March 21, 2000 (inception) to
          December  31,  2002  was made since the Company incurred a loss during
          these  periods.  The  deferred  income  tax  benefit  (approximately
          $3,196,000 using an effective rate of 34%) of the loss carryforward is
          the  only  significant  deferred income tax asset or liability. It has
          been  offset  by  a  valuation  allowance of the same amount since the
          Company does not believe the recoverability of this deferred tax asset
          is  likely.  Accordingly,  no  deferred  income  tax  benefit has been
          recognized  in  these  financial  statements.


                                       15
<PAGE>
               THE CYBER GROUP NETWORK CORPORATION AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2004 AND 2003
                        --------------------------------

NOTE  7   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
          year ended December 31, 2004, CGPN incurred net losses of $273,651. As
          of December 31, 2004, the Company had a working capital deficiency and
          a stockholders' deficiency of $1,228,058. In addition, the Company was
          in  the development stage as of December 31, 2004. These factors raise
          substantial  doubt  about the Company's ability to continue as a going
          concern.

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


                                       16
<PAGE>
ITEM 8.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
-------------------------------------------------------------------------
FINANCIAL DISCLOSURES
---------------------

None.

ITEM 8A 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 has not been completed and due to lack of operations and
activities will be conducted as soon as feasibly possible.


PART III


ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
--------------------------------------------------------------------------------
WITH SECTION 16(A) OF THE EXCHANGE ACT
--------------------------------------
The names and positions of the Company's directors, executive officers, and
significant employees are as follows as of 12/31/04:

<TABLE>
<CAPTION>
<S>              <C>  <C>                    <C>
---------------  ---  ---------------------  -----------------
R. Scott Cramer   40  Board of Director,     November 8, 2001,
                      CEO,                   March 8, 2002
                      Chairman of the Board  January 7, 2003

Steve Lowe        35  Board of Director,     January 7, 2003
                      President              October 1, 2004

David Wassung     42  Board of Director      October 1, 2004
</TABLE>


R. Scott Cramer was appointed to the Board on November 8, 2001 and accepted the
Chief Executive Officer position on March 8, 2002.  As a Chairman of the Board,


                                       17
<PAGE>
Mr. Cramer is paid $60,000 per year in cash, stock, stock options or a
combination, thereof.

Mr. Cramer is currently the President of Cramer & Associates, a firm
specializing in retirement management, estate planning and investments.  Cramer
has held this position for many years and has built a solid standing in the
investment field.

Steve Lowe was appointed to the Board on January 27, 2003.  As a Board of
Director, Mr. Lowe is paid $50,000 per year in cash, stock, stock options or a
combination, thereof.

Mr. Lowe is employed by R R Donnelley, North America's largest printer. Mr. Lowe
has held positions from entry level to manufacturing supervision during his
eighteen-year employment. Lowe is actively pursuing a degree in business
management through the Penn State University. Lowe has been an asset throughout
the past year and is eager to assist with growing the Cyber Group Network.

David Wassung was appointed to the Board on October 1, 2004.  As a Board of
Director, Mr. Wassung is paid $50,000 per year in cash, stock, stock options or
a combination, thereof.


SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
-------------------------------------------------------
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
Directors and Executive Officers, and persons who own more than ten percent of a
registered class of equity securities, to file with the SEC initial reports of
ownership and reports of changes in ownership of Common Stock and other equity
securities of our Company.  Officers, Directors and greater than ten-percent
stockholders are required by SEC regulations to furnish the Company with copies
of all Section 16(a) forms they file. To our knowledge, based solely on review
of the copies of such reports furnished to us and written representations that
no other reports were required, our officers, directors and greater than ten
percent beneficial owners complied with all Section 16(a) filing requirements.
However, all of our current Board of Directors and Officers filed their FORM 3,
Initial Statement of Beneficial Ownership of Securities, with the SEC after the
ten-day designated deadline.


ITEM 10. EXECUTIVE COMPENSATION
-------------------------------

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                   ANNUAL
                                COMPENSATION
                               ---------------
NAME AND PRINCIPAL                                  OTHER
     POSITION            YEAR  SALARY   BONUS   COMPENSATION
------------------  ---  ----  -------  ------  -------------
<S>                 <C>  <C>   <C>      <C>     <C>

R. Scott Cramer     (1)  2004  $60,000  $    0  $           0
CEO

Steve Lowe          (2)  2004  $50,000  $    0  $           0
President

Richard Serrano     (3)  2004  $45,000  $    0  $           0
President
</TABLE>


                                       18
<PAGE>
Footnotes:
     (1)  As  of  December  31,  2004,  Mr.  Cramer  was  the  Chief  Executive
          Officer  of  the  Company. Mr. Cramer has not received any payment for
          his  position  and  as  a  result  his  salary  has been accrued as an
          expense.

     (2)  As  of  October  1,  2004,  Mr. Lowe was President of the Company. Mr.
          Lowe has not received any payment for his position and as a result his
          salary has been accrued as an expense.

     (3)  As  of  October  1,  2004,  Mr.  Serrano  resigned as the President of
          the Company. Mr. Serrano has not received any payment for his position
          and  as  a  result  his resignation Mr. Serrano's total salary due has
          been negotiated to $45,000 and has been accrued as an expense.


STOCK OPTIONS GRANTED IN FISCAL YEAR 2004
-----------------------------------------
During the fiscal year 2004, the Company did not issue any stock options to its
employees and officers for bonuses and incentives


ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
-----------------------------------------------------------------------
The following table sets forth certain information as of December 31, 2004, with
respect to the beneficial ownership of Common Stock by: (i) all persons known by
the Company to be beneficial owners of more than 10% of Common stock, (ii) each
director and named executive officer, and (iii) by all executive officers and
directors as a group.

<TABLE>
<CAPTION>
                             Shares Beneficially  Percentage of Shares
Name and Address                    Owned              Outstanding
----------------             -------------------  ---------------------
<S>                          <C>                  <C>
R. Scott Cramer                       29,294,772                    17%
Director
1012 Lewis Dr.
Winter Park, FL 32789

Steve Lowe                             6,698,366                     4%

David Wassung                          5,100,000                     3%

Total ownership by officers
and directors                         41,093,138                    24%
</TABLE>


                                       19
<PAGE>
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
-------------------------------------------------------
There were no actual or proposed transactions that occurred over the past two
years, to which any person related to the issuer had or is to have a direct or
indirect material interest as set forth in item 404 of Regulation S-B of the
Securities and Exchange Act of 1933.


ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
--------------------------------------------------------------------------------

No form 8-K has been issued during this reporting period

Item 14.    PRINCIPAL ACCOUNTANT'S FEES AND SERVICES

During the fiscal years ended December 31, 2004 and 2003, Weinberg & Company
served as our auditors.

The  aggregate  fees  billed by our auditors, for professional services rendered
for  the  audit of the Company's annual financial statements for the years ended
December  31,  2004  and  2003,  and for the reviews of the financial statements
included  in  the  Company's  Quarterly Reports on Form 10-QSB during the fiscal
years  were $ 19,511 and $42,920 for the years ended December 31, 2004 and 2003,
respectiviely.

The aggregate fees billed by auditors for services rendered to
the Company, other than the services covered in "Audit Fees" and for the fiscal
years ended December 31, 2004 and 2003 were $0 and $0.

The Board of Directors has considered whether the provision of non-audit
services is compatible with maintaining the principal accountant's independence.


                                       20