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

                                   FORM 10-KSB

                                   (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, 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 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: 145,646,665
                         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, 2003:  $0


<PAGE>
                                TABLE OF CONTENTS

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


<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 to 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 unbreakable. 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
--------
to 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.

DISTRIBUTION
------------
In late 2001, we removed our PPIRT product off of retail stores shelves and we
expect to be releasing new versions in the second or third quarter of 2004. 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.


<PAGE>
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 three
years is directly related to the research and development of both PPIRT and
E-Snitch.


EMPLOYEES
---------
As of December 31, 2003, we employed two (2)employees of which both were in
management positions.


RISK FACTORS
------------
Our independent auditors have reported that we have suffered recurring losses
from operations that raise substantial doubt about our ability to continue as


<PAGE>
a going concern. During the year ended December 31, 2003 and 2002, we incurred a
net loss of $300,770 and $1,924,803, respectively.


As of December 31, 2003, we had a negative working capital and stockholder's
deficiency of $1,147,307.  These factors, along with an accumulated deficit of
$11,688,198 at December 31, 2003, 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, 2003 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.

In addition, the company is disputing any and all contracts that it may have had
with it's former CEO, Gregory Evans. Mr. Evans has been notified and the company
anticipates that legal action against him will result.


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


<PAGE>
markups, markdowns or commissions and do not necessarily reflect actual
transactions.


                            HIGH           LOW
QUARTER ENDED               BID            BID

March 31, 2002             $.064          $.013
June 30, 2002              $.024          $.004
September 30, 2002         $.006          $.0005
December 31, 2002          $.0014         $.0004

March 31, 2003             $.0012         $.0001
June 30, 2003              $.0037         $.0002
September 30, 2003         $.0075         $.0015
December 31, 2003          $.0078         $.002



The bid price of our common stock was $.008 on May 13, 2004.  As of May 13,
2004, there were approximately 158 holders of record of our common stock.


HOLDERS
-------
As of December 31, 2003 there were 153 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
---------------------------------------------
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.


<PAGE>
The following discussion and analysis should be read in conjunction with our
consolidated financial statements and related footnotes for the year ended
December 31, 2003 included in 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
------------
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 $300,770 for the year ended December 31, 2003 and have
a negative working capital and stockholder's deficiency of $1,147,307.  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 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


<PAGE>
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 in the fourth quarter of 2001 and
the subsequent decision to pull the product 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
$300,770 and $1,924,803 for the years ended December 31, 2003 and 2002,
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
--------------
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.

The release of our Password Protection Information Retrieval Technology (PPIRT)
software has been postponed due to financing and a major overhaul in it
functions. We anticipate releasing separate versions for Government Agencies,
Corporations and individuals with each version being specifically tailored to
the respective sector. We hope to have these versions released in the second or
third quarter.


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


<PAGE>
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 April 2003, the FASB issued SFAS No. 149, "Amendment of Statement 133 on
Derivative Instruments and Hedging Activities." This Statement amends and
clarifies financial accounting and reporting for derivative instruments,
including certain derivative instruments embedded in other contracts
(collectively referred to as derivatives) and for hedging activities under FASB
Statement No. 133, "Accounting for Derivative Instruments and Hedging
Activities."  This Standard is effective for contracts entered into or modified
after June 30, 2003. The application of SFAS No. 149 has not had a material
effect on the Company's consolidated financial statements.

In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial
Instruments with Characteristics of both Liabilities and Equity." This Statement
establishes standards for how an issuer classifies and measures certain
financial instruments with characteristics of both liabilities and equity.  This
Standard is effective for financial instruments entered into or modified after
May 31, 2003. The application of SFAS No. 150 has not had a material effect on
the Company's consolidated financial statements.

In January 2003, the FASB issued FIN No. 46, "Consolidation of Variable Interest
Entities, an Interpretation of ARB 51." The primary objectives of FIN No. 46 are
to provide guidance on the identification of entities for which control is
achieved through means other than through voting rights ("variable interest
entities" or "VIEs") and how to determine when and which business enterprise
should consolidate the VIE. This new model for consolidation applies to an
entity for which either: (a) the equity investors (if any) do not have a
controlling financial interest; or (b) the equity investment at risk is
insufficient to finance that entity's activities without receiving additional
subordinated financial support from other parties. In addition, FIN No. 46
requires that both the primary beneficiary and all other enterprises with a
significant variable interest in a VIE make additional disclosures. The Company
is required to apply FIN No. 46 to all new variable interest entities created or
acquired after January 31, 2003. For variable interest entities created or
acquired prior to February 1, 2003, the Company is required to apply FIN No. 46
on July 1, 2003. The adoption of this pronouncement in year 2003 did not have a
material impact on the accompanying consolidated financial statements.


<PAGE>
ITEM 7.  FINANCIAL STATEMENTS
-----------------------------




                      THE CYBER GROUP NETWORK CORPORATION
                                 AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                        CONSOLIDATED FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2003 AND 2002


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



                                    CONTENTS
                                    --------


<S>    <C>     <C>
PAGE      1    INDEPENDENT AUDITORS' REPORT

PAGE      2    CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31,
                                                    2003 AND 2002

PAGE      3    CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE
               YEARS ENDED DECEMBER 31, 2003 AND 2002 AND FOR THE
               PERIOD FROM MARCH 21, 2000 (INCEPTION) TO DECEMBER
                                                         31, 2003

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

PAGES   5 - 6  CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE
               YEARS ENDED DECEMBER 31, 2003 AND 2002 AND FOR THE
               PERIOD FROM MARCH 21, 2000 (INCEPTION) TO DECEMBER
                                                         31, 2003

PAGES  7 - 20  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS AS OF
               DECEMBER 31, 2003 AND 2002
</TABLE>


<PAGE>
                          INDEPENDENT AUDITORS' REPORT
                          ----------------------------

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,  2003  and 2002 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  auditing  principles generally
accepted  in  the United States of America. 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, 2003 and 2002, and the
consolidated results of their operations and their 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 9 to
the  consolidated  financial  statements,  the  Company had a $330,770 loss from
operations,  a  working  capital  deficiency  and  a stockholders' deficiency of
$1,147,307.  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  9.  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 11, 2004


<PAGE>
<TABLE>
<CAPTION>
                                THE CYBER GROUP NETWORK CORPORATION AND SUBSIDIARY
                                          (A DEVELOPMENT STAGE COMPANY)
                                           CONSOLIDATED BALANCE SHEETS
                                         AS OF DECEMBER 31, 2003 AND 2002
                                         --------------------------------


                                                      ASSETS
                                                      ------
                                                                                         2003           2002
                                                                                     -------------  -------------
<S>                                                                                  <C>            <C>
CASH                                                                                 $         40   $        800
                                                                                     -------------  -------------

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

CURRENT LIABILITIES
  Accounts payable                                                                   $    180,235   $    230,285
  Accrued expenses                                                                        109,205         69,511
  Loans payable                                                                           231,317        251,317
  Payable to related party                                                                 52,210         52,210
  Due to officers                                                                         574,380        249,714
                                                                                     -------------  -------------
      Total Current Liabilities                                                         1,147,347        853,037
                                                                                     -------------  -------------

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, 145,646,665 and
    142,646,665 shares issued and outstanding, respectively outstanding,                  145,646        142,646
  Additional paid-in capital                                                           10,343,235     10,340,535
  Deficit accumulated during development stage                                        (11,638,188)   (11,337,418)
                                                                                     -------------  -------------

TOTAL STOCKHOLDERS' DEFICIENCY                                                         (1,147,307)      (852,237)
                                                                                     -------------  -------------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY                                       $         40   $        800
----------------------------------------------                                       =============  =============


                           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 OPERATIONS
             FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002 AND FOR THE PERIOD FROM MARCH 21,
             --------------------------------------------------------------------------------
                                   2000 (INCEPTION) TO DECEMBER 31, 2003
                                   -------------------------------------


                                                                                        For the Period
                                                                                             from
                                                        For the Year    For the Year    March 21, 2000
                                                           Ended           Ended        (Inception) to
                                                        December 31,    December 31,     December 31,
                                                            2003            2002             2003
                                                       --------------  --------------  ----------------
<S>                                                    <C>             <C>             <C>
REVENUE                                                $           -   $      63,498   $       237,304

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

GROSS PROFIT                                                       -          45,518           191,586
                                                       --------------  --------------  ----------------

SELLING, GENERAL AND ADMINISTRATIVE                          328,636       1,883,318        10,016,239
                                                       --------------  --------------  ----------------

LOSS FROM OPERATIONS                                        (328,636)     (1,837,800)       (9,824,653)
                                                       --------------  --------------  ----------------

OTHER EXPENSE (INCOME)
  Impairment of property, plant and equipment                      -          44,113            44,113
  Impairment of goodwill                                           -               -           295,000
  Interest expense                                            19,706          42,890         1,521,994
  Settlement of debt                                         (45,550)              -           (45,550)
  Other income                                                (2,022)              -            (2,022)
                                                       --------------  --------------  ----------------
      Total Other Expense (Income)                            27,866          87,003         1,813,535
                                                       --------------  --------------  ----------------

NET LOSS                                               $    (300,770)  $  (1,924,803)  $   (11,638,188)
--------                                               ==============  ==============  ================

Net loss per share - basic and diluted                 $        (0.0)  $        (.02)
                                                       ==============  ==============

Weighted average number of common shares outstanding
- basic and diluted                                      145,638,446      89,174,416
                                                       ==============  ==============
</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, 2003
                              -------------------------------------------------------------------


                                                                                                          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


                                  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 CHANGES IN STOCKHOLDERS' DEFICIENCY
                           FOR THE PERIOD FROM MARCH 21, 2000 (INCEPTION) TO DECEMBER 31, 2003
                           -------------------------------------------------------------------


                                                                                                    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
--------------------------            =========  =======  ============  =========  ============  =============  ============


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


                                        5
<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, 2003 AND 2002 AND FOR THE PERIOD FROM MARCH 21,
                   --------------------------------------------------------------------------------
                                         2000 (INCEPTION) TO DECEMBER 31, 2003
                                         -------------------------------------


                                                                                                                For the Period
                                                                                                                     from
                                                                                For the Year    For the Year    March 21, 2000
                                                                                   Ended           Ended        (Inception) to
                                                                                December 31,    December 31,     December 31,
                                                                                    2003            2002             2003
                                                                               --------------  --------------  ----------------
<S>                                                                            <C>             <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                                                     $    (300,770)  $  (1,924,803)  $   (11,638,188)
  Adjustments to reconcile net loss to net cash used in operating activities:
  Depreciation and amortization                                                            -          29,711           151,395
  Settlement of debt                                                                  45,550               -            45,550
  Provision for doubtful accounts                                                          -         134,084           221,497
  Impairment of property, plant and equipment                                              -          44,113            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                                              5,700         751,309         4,801,062
  Issuance of stock as compensation                                                        -         499,285         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:
    Other receivables                                                                      -               -          (174,827)
    Prepaid expenses                                                                       -          28,453                 -
    Inventory                                                                              -           2,765                 -
    Deposits                                                                               -           1,940                 -
    Accounts payable and accrued expenses                                            (55,906)        156,478           289,428
    Payable to related party                                                               -               -            52,210
    Due to officers                                                                  304,666         221,352           554,380
                                                                               --------------  --------------  ----------------
      Net Cash Used In Operating Activities                                             (760)        (82,838)       (1,924,868)
                                                                               --------------  --------------  ----------------

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                                                               -          75,585           627,604
  Proceeds from issuance of convertible debt                                               -               -         1,787,810
                                                                               --------------  --------------  ----------------
      Net Cash Provided By Financing Activities                                            -          75,585         2,415,414
                                                                               --------------  --------------  ----------------

NET INCREASE (DECREASE) IN CASH                                                         (760)         (7,253)               40


                               See accompanying notes to consolidated financial statements.


                                        6
<PAGE>
                                  THE CYBER GROUP NETWORK CORPORATION AND SUBSIDIARY
                                             (A DEVELOPMENT STAGE COMPANY)
                                         CONSOLIDATED STATEMENTS OF CASH FLOWS
                   FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002 AND FOR THE PERIOD FROM MARCH 21,
                   --------------------------------------------------------------------------------
                                         2000 (INCEPTION) TO DECEMBER 31, 2003
                                         -------------------------------------


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

CASH - END OF YEAR                                                             $          40   $         800   $            40
------------------                                                             ==============  ==============  ================


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


                                        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, 2003 AND 2002 AND FOR THE PERIOD FROM MARCH 21,
--------------------------------------------------------------------------------
                      2000 (INCEPTION) TO DECEMBER 31, 2003
                      -------------------------------------


                                                                              For the Period
                                                                                   from
                                                For the Year   For the Year   March 21, 2000
                                                    Ended          Ended      (Inception) to
                                                  December       December      December 31,
                                                  31, 2003       31, 2002          2003
                                                -------------  -------------  ---------------
<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, 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 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>
NOTE  1   BUSINESS  ACTIVITY
-------   ------------------

          On  March 21, 2000, The Cyber Group Network Corporation and Subsidiary
          (the  "Company",  "CGPN", "Cyber Group") was incorporated in the State
          of  California  and  subsequently  purchased  Hollywood  Entertainment
          Network,  Inc.  The  Company  is  a technology driven, Internet based,
          computer  security  company  with  one  main  area  of focus: Computer
          Security. The primary purpose is to continue to transition the Company
          into  a  self-sufficient,  revenue-generating  company,  capable  of
          increasing  shareholder  value.  The  Company  is also very focused on
          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, 2003 and 2002. Any intercompany balances and
          transactions  are  eliminated  in  consolidation.

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

          As  of  December  31,  2003,  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.




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

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


                                        9
<PAGE>
          (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, 2003, 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.
          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 due  to  related  parties  and
          officers, the carrying amounts approximate the fair value due to their
          short  maturities.


          (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  year  ending  December  31,  2003.


                                       10
<PAGE>
          (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)  BASIC  AND  DILUTED  LOSS  PER  SHARE
          ------------------------------------------

          For  the  fiscal years ended December 31, 2003, 2002, 2001 and for the
          period  from  March  21,  2000  (inception)  to December 31, 2000, the
          Company  adopted  SFAS  No.  128, "Earnings per Share." Basic loss per
          share  is  computed  by  dividing  the  loss  available  to  common
          shareholders  by  the  weighted-average  number  of  common  shares
          outstanding.  Diluted  loss per share is computed similar to the basic
          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 fiscal years ended December 31,
          2003, 2002, 2001 and for the period from March 21, 2000 (inception) to
          December  31,  2000, the Company incurred a net loss. Therefore, basic
          and  diluted  losses per share are the same. 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  5).



          (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.

          (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,  2003 and 2002, the
          Company  did  not have any uninsured cash. For the year ended December
          31,  2003,  the  Company had no sales. For the year ended December 31,
          2002,  two  customers  accounted  for approximately 39% and 63% of the
          Company's  sales.


                                       11
<PAGE>
          (N)  RECENT  ACCOUNTING  PRONOUNCEMENTS
          ---------------------------------------

          In  April  2003, the FASB issued SFAS No. 149, "Amendment of Statement
          133  on Derivative Instruments and Hedging Activities." This Statement
          amends and clarifies financial accounting and reporting for derivative
          instruments,  including  certain  derivative  instruments  embedded in
          other  contracts  (collectively  referred  to  as derivatives) and for
          hedging  activities  under  FASB  Statement  No.  133, "Accounting for
          Derivative  Instruments  and  Hedging  Activities."  This  Standard is
          effective  for contracts entered into or modified after June 30, 2003.
          The  application  of SFAS No. 149 has not had a material effect on the
          Company's  consolidated  financial  statements.

          In  May  2003,  the  FASB issued SFAS No. 150, "Accounting for Certain
          Financial  Instruments  with  Characteristics  of both Liabilities and
          Equity."  This  Statement  establishes  standards  for  how  an issuer
          classifies  and  measures  certain  financial  instruments  with
          characteristics  of  both  liabilities  and  equity.  This Standard is
          effective for financial instruments entered into or modified after May
          31,  2003.  The  application  of  SFAS  No. 150 has not had a material
          effect  on  the  Company's  consolidated  financial  statements.

          In  January  2003,  (as  revised  in  December  2003)  The  Financial
          Accounting  Standards  Board  ("FASB")  issued  Interpretation No. 46,
          "Consolidation  of  Variable  Interest Entities", an interpretation of
          Accounting  Research  Bulletin ("ARB") No. 51, "Consolidated Financial
          Statements". Interpretation No. 46 addresses consolidation by business
          enterprises  of  variable interest entities, which have one or both of
          the  following  characteristics:  (i) the equity investment at risk is
          not  sufficient to permit the entity to finance its activities without
          additional  subordinated support from other parties, which is provided
          through  other  interest  that will absorb some or all of the expected
          losses  of  the  entity; (ii) the equity investors lack one or more of
          the  following  essential  characteristics  of a controlling financial
          interest:  the  direct or indirect ability to make decisions about the
          entities  activities  through  voting rights or similar rights; or the
          obligation  to absorb the expected losses of the entity if they occur,
          which  makes it possible for the entity to finance its activities; the
          right  to  receive the expected residual returns of the entity if they
          occur,  which  is  the  compensation  for  the  risk  of absorbing the
          expected  losses.

          Interpretation  No. 46, as revised, also requires expanded disclosures
          by  the primary beneficiary (as defined) of a variable interest entity
          and  by  an enterprise that holds a significant variable interest in a
          variable  interest  entity  but  is  not  the  primary  beneficiary.

          Interpretation  No.  46, as revised, applies to small business issuers
          no  later  than  the end of the first reporting period that ends after
          December  15,  2004.  This  effective  date includes those entities to
          which Interpretation 46 had previously been applied. However, prior to
          the  required  application  of  Interpretation No. 46, a public entity
          that  is a small business issuer shall apply Interpretation 46 or this
          Interpretation  to  those  entities  that  are  considered  to  be
          special-purpose  entities  no  later  than  as of the end of the first
          reporting  period  that  ends  after  December  15,  2003.

          Interpretation  No.  46  may  be  applied  prospectively  with  a
          cumulative-effect  adjustment  as  of  the  date  on which it is first
          applied or by restating previously issued financial statements for one
          or  more years with a cumulative-effect adjustment as of the beginning
          of  the  first  year  restated.


NOTE  3   DUE  TO  OFFICERS
-------   -----------------

          Due to Officers consists of accrued salaries due to current and former
          employees  and  Board  members.  Due  to  Officers further consists of
          company  expenses  paid  by  R.  Scott  Cramer.


NOTE  4   CONVERTIBLE  REDEEMABLE  DEBENTURES
-------   -----------------------------------

          (A)  MAY  2000  DEBENTURES
          --------------------------

          On  May  17,  2000,  the  Company  issued Series A Senior Subordinated
          Convertible  Redeemable  Debentures (the "May 2000 Debentures") with a
          face  amount  totaling  $1,000,000,  at  a  10%  discount,  to  three
          purchasers in the amounts of $333,333, $333,333, and $333,334. The May
          2000  Debentures  were issued in denominations of $10,000 with accrued
          interest at 8% per


                                       12
<PAGE>
          annum,  commencing  May  17,  2000, and were originally due on May 17,
          2002.  Total funds raised in 2000 under these debentures was $954,132.

          The  Company  paid interest by issuing common stock equal to the total
          monthly  interest  accrued  divided  by  70% of the lowest closing bid
          price  of  the  common  stock  for  the three consecutive trading days
          immediately preceding the date of the monthly interest payment. At any
          time  after  90 days from the issuance of the May 2000 Debentures, the
          Company  had the option to pay the holder 125% of the principal amount
          of  the  debenture,  in full, to the extent the debenture had not been
          converted.

          Related  to  this  issuance,  the  Company  recorded  interest expense
          totaling  $832,540  in  fiscal  year  2000  related  to the beneficial
          conversion  feature  of  the  debentures.

          As  of  December  31,  2000,  the  holders  of the May 2000 Debentures
          converted  $1,000,000  into 790,241 shares of common stock (reflective
          of  reverse split) and accrued interest of $4,293 into 3,817 shares of
          common  stock  (reflective of reverse split). Conversion prices ranged
          from  approximately  $0.03  to $0.16. In relation to this transaction,
          the Company recorded interest expense totaling $100,000 in fiscal year
          2000  for the issuance of 88,889 shares of common stock (reflective of
          reverse  split)  in  exchange  for  a  10%  discount  in cash totaling
          $100,000.

          (B)  DECEMBER  2000  DEBENTURES
          -------------------------------

          On  December  11, 2000, the Company entered into an agreement to issue
          Series  SPA Senior Subordinated Convertible Redeemable Debentures (the
          "December 2000 Debentures") with a face amount totaling $1,000,000, at
          a  10%  discount,  to  three  purchasers  in  the amounts of $333,333,
          $333,333,  and  $333,334.  The December 2000 Debentures were issued in
          denominations of $10,000, accrued interest at 8% per annum, commencing
          December 11, 2000, and were originally due on December 11, 2002. As of
          December 31, 2001 and 2000, total funds raised under the December 2000
          Debentures  were  $375,001  and  $458,677,  respectively.

          The  Company  paid interest by issuing common stock equal to the total
          monthly  interest  accrued  divided  by  75% of the lowest closing bid
          price  of  the  common  stock  for  the three consecutive trading days
          immediately preceding the date of the monthly interest payment. At any
          time  after 90 days from the issuance of the December 2000 Debentures,
          the  Company  had  the  option to pay the holder 125% of the principal
          amount  of the debenture, in full, to the extent the debenture had not
          been  converted.

          Related  to  this  issuance,  the  Company  recorded  interest expense
          related  to  the  beneficial  conversion  feature of the December 2000
          Debentures  for  the  fiscal  year ended December 31, 2001 and for the
          period  from  March 21, 2000 (inception) to December 31, 2000 totaling
          $218,922  and  $99,751,  respectively.

          As  of  December  31,  2001 and 2000, the holders of the December 2000
          Debentures  converted  $873,345  and  $271,500  and  into  917,904 and
          260,519  shares  of  common  stock  (reflective  of  reverse  split),
          respectively.  Conversion  prices  ranged  from approximately $0.06 to
          $0.09.


                                       13
<PAGE>
NOTE  5   COMMITMENTS  AND  CONTINGENCIES
-------   -------------------------------

          (A)  LEASES
          -----------

          The  Company leased its facility under an operating lease that expired
          in  August  2002.  Rent expense was approximately $17,000, $68,000 and
          $22,000  during  the fiscal years ended December 31, 2002 and 2001 and
          for  the  period from March 21, 2000 (inception) to December 31, 2000,
          respectively.  As  of December 31, 2002, the Company no longer has any
          lease  commitments. For the period ending December31, 2003,the Company
          recorded  no  rent  expense.


          (B)  CONSULTING  AGREEMENT
          --------------------------

          On  June  1,  2000,  the  Company entered into a three-year consulting
          agreement  with  the  Chairman  of  the Board of Directors for certain
          consulting  services  as  requested by the Company. In accordance with
          the agreement, the consultant receives an annual nonrefundable $20,000
          retainer, payable on June 1 of each year. Any services rendered by the
          consultant  are  first  deducted from the retainer, and any subsequent
          services  are  billed at an hourly rate of $150. The Company also pays
          the  consultant  an  annual bonus based upon the attainment of certain
          financial  and  strategic  goals,  with  an  annual  minimum  bonus of
          $10,000.  In  addition,  the  Company is to transfer to the consultant
          10,000  shares  of  common  stock  each  year  during  the term of the
          agreement.  During  the  most recent fiscal years, the Company did not
          make  all  of the payments due under this contract. As of December 31,
          2002,  the  Company  owed  the  consultant approximately $60,000. As a
          result,  the  consultant  agreed  to  accept  the  payments  for  this
          compensation  during  the  next  fiscal  year,  or  whenever  it  is
          financially  feasible  by  the  Company  to  make  the  payments.

          If  the  consulting  agreement  is  terminated  during the term of the
          agreement,  then  the Company is to pay the consultant an amount equal
          to  twice  the sum of the annual retainer and the consultant's highest
          gross  bonus  award paid prior to the year of termination, in addition
          to  certain  other  accrued  obligations.

          (C)  EMPLOYMENT  AGREEMENTS
          ---------------------------

          On  November  9, 2001, the Company entered into a five-year employment
          agreement  with  the  Chief  Financial Officer. In accordance with the
          agreement,  the  Company  pays  an annual base salary of $150,000 with
          $100,000 for the first year payable up front in the form of restricted
          stock.  The  remaining  $50,000  was  to  be paid in the form of cash,
          stock,  stock  options  or  a  combination,  thereof.  As  a result of
          agreeing  to  this  payment  method,  the  Company issued the employee
          133,333  shares of common stock (reflective of reverse split) prior to
          the  execution  of  this  agreement.  The  employee had the ability to
          receive a maximum of 50% of her base salary in performance and company
          based incentive bonuses. The employee was also eligible to participate
          in  the  employee  stock option plan. On October 1, 2002, the employee
          left  the  Company  and  this agreement was terminated. The accrual of
          salary  owed  to  that  date  is  approximately  $50,000.


                                       14
<PAGE>
          On  May  1,  2001,  the  Company  entered  into  a ten-year employment
          agreement  with the Founder and now former Chief Executive Officer. In
          accordance  with  the  agreement,  the Company agreed to pay a signing
          bonus  of  $500,000, an annual base salary of $200,000, incentives and
          other bonuses. To date, the Company has not paid the signing bonus and
          CGPN  also  owes  back  payments.  The  Company  planed  to make these
          payments  before  the  end  of  the fourth quarter 2002 in the form of
          cash,  stock  or  a  combination  thereof. In March 2002, the employee
          rendered his temporary resignation due to the receipt of a forty-eight
          (48)  month sentencing for his felony conviction prior to the creation
          of  the  Company. Upon his resignation, he was subsequently hired as a
          consultant with the Company. This agreement and payment is in dispute.



          (D)  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  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, At 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 involved in certain legal proceedings and claims that
          arise  in  the normal course of business. The Company does not believe
          that  the outcome of these matters will have a material adverse effect
          on  its  financial  position  or  results  of  operations.



NOTE 6   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.


                                       15
<PAGE>
          (A)  COMMON  STOCK
          ------------------

          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.

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

          During  the  years ended December 31, 2003 and 2002 and for the period
          from  March  21,  2000  (inception)  to December 31, 2001, the Company
          issued 3,000,000, 73,214,520 and 13,959,194 shares of common stock for
          services  rendered  valued  at  $5,700,  $751,309  and  $4,044,053,
          respectively. The services were valued at the fair market value of the
          stock  on  the  date  of  issuance.

          During  the  years ended December 31, 2003 and 2002 and for the period
          from  March  21,  2000  (inception)  to December 31, 2001, the Company
          issued  0,  20,010,289  and  2,082,328  shares  of  common  stock  as
          compensation  totaling  $0, $499,285 and $837,750, 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,  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 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  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,
          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.


                                       16
<PAGE>
          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  5  (D).





          (B)  STOCK  OPTIONS
          -------------------

          The Company adopted only the disclosure provisions of SFAS No. 123. It
          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. There
          were  no  stock options issued during the year ended December 31, 2003
          and  2002.


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

          During  the  years  ended December 31, 2003 and 2002, the Company made
          certain  advances  to  and  had  loans from its former Chief Executive
          Officer  and  other  related  individuals. As of December 31, 2003 and
          2002,  the  total  net loans due to related parties recorded in due to
          officers  on  the  balance  sheet  totaled  $574,380  and  $249,714,
          respectively.

          As  of December 31, December 31, 2003 and 2002, the Company had a loan
          payable  to  a  related  party  totaling  $52,210.


NOTE  8   INCOME  TAXES
-------   -------------

          As  of  December  31,  2003  the  Company had approximately $9,412,197
          operating  loss  and  start-up  cost  carryforwards that may be offset
          against  future taxable income. These carryforwards begin to expire in
          2020.  No  provision for income taxes for the years ended December 31,
          2003  and  2002  or  for the period from March 21, 2000 (inception) to
          December  31,  2001  was made since the Company incurred a loss during
          these  periods.  The  deferred  income  tax  benefit  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.


NOTE  9   GOING  CONCERN
-------   --------------

          The  accompanying consolidated financial statements have been prepared
          in  conformity  with  generally  accepted  accounting  principles that
          contemplate  the  Company's  continuation  as a going concern. For the
          year ended December 31, 2003, CGPN incurred net losses of $300,770.


                                       17
<PAGE>
          As  of December 31, 2003, the Company had a working capital deficiency
          and a stockholders' deficiency of $1,147,307. In addition, the Company
          was  in  the  development stage as of December 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.


                                       18
<PAGE>
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
-----------------------------------------------------------------------
FINANCIAL DISCLOSURES
---------------------

Refer to Item 13, Exhibit I incorporated in this Form 10-KSB filing.


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.

As  of  the  end of this period covered by this Report, we have not conducted an
evaluation  of  the effectiveness of the design and operation of our disclosures
controls  and  procedures  pursuant  to Securities and Exchange Act Rule 13a-14.
This  evaluation  has  not  been  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 12/31/03:

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

Richard Serrano            41  Board of Director,     March 8, 2002
                               President,             March 8, 2002

Steve Lowe                 35  Board of Director,     January 7, 2003
</TABLE>



Richard  Serrano  was appointed to the Board and accepted the President position
on  March  8, 2002. As a Board of Director, Mr. Serrano is paid $50,000 per year
in  cash,  stock,  stock  options  or  a  combination,  thereof.


                                       19
<PAGE>
Mr.  Serrano  is currently the President and CEO of Team400, Inc. in Montebello,
CA.  Team400,  Inc.  is  a  high  technology company specializing in the sale of
Security  Software,  Computer  Forensic  Recovery  Services,  Computer  Systems
Security  Consulting,  Systems  Integration  and Security Policy Development and
Adherence.  Serrano  is  responsible  for  the  day-to-day operations along with
developing  strategic  marketing  strategies.  Serrano's  previous  experience
includes  the  position of Vice President of Sales and Marketing at Palace Guard
Software,  Inc.  in  Long  Beach,  CA. Here, he was directly responsible for the
inception  and  management of various revenue-generating ventures, including the
development  of  a successful in-house security project for sale in the Midrange
Computing  market.

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,
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. Mr. Cramer currently resides in Florida and will not relocate
to  California  while  performing  his  duties  as  the  Interim  CEO.

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.



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 during the fiscal year ended December 31, 2001,
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.


                                       20
<PAGE>
ITEM 10. EXECUTIVE COMPENSATION
-------------------------------

<TABLE>
<CAPTION>

SUMMARY COMPENSATION TABLE


                                         ANNUAL
                                      COMPENSATION
                                -------------------------
NAME AND PRINCIPAL                                          OTHER
POSITION                  YEAR    SALARY       BONUS     COMPENSATION
-----------------------   ----  ----------   ---------   ------------
<S>                       <C>   <C>          <C>         <C>
R. Scott Cramer  (1)      2003  $    60,000  $        0  $           0
CEO

Richard Serrano  (2)      2003  $    50,000  $        0  $           0
President
</TABLE>


Footnotes:
     (1)  As of December 31, 2003, 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 December 31, 2003, Mr. Serrano was the President of the Company.
          Mr.  president  has not received any payment for his position and as a
          result  his  salary  has  been  accrued  as  an  expense.


STOCK OPTIONS GRANTED IN FISCAL YEAR 2003
-----------------------------------------
During  the  fiscal  year 2003, 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, 2003, 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                        4,294,772                      3%
Director
1012 Lewis Dr.
Winter Park, FL 32789

Richard Serrano                                0

Steve Lowe                             1,698,366                      1%
Total ownership by officers
and directors                          7,136,805                      4%
</TABLE>


                                       21
<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 year ended December 31, 2002, Weinberg & Company served as our
auditors  and  during  the fiscal year ended December 31, 2003, Weinberg and Co.
served  as  our  auditors.

Audit Fees. 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,  2003 and 2002, and for the reviews of the financial
statements included in the Company's Quarterly Reports on Form 10-QSB during the
year  ended  December  31,  2003 and 2002 were $20,920 and $22,000 respectively.

Audit  Related Fees. For the years ended December 31, 2003 and 2002, the Company
incurred  fees  to  auditors  of  $20,920  and $22,000, respectively,. for audit
related  fees.

All  Other  Fees. 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,  2003  and  2002  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.


                                       22
<PAGE>