UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                                   FORM 10-QSB



                Quarterly Report Pursuant to Section 13 or 15(d)
                     Of the Securities Exchange Act of 1934

For the quarterly period ended March 31, 1999 Commission File Number 33-14576-D


                         ELLIGENT CONSULTING GROUP, INC.
                         -------------------------------
             (Exact name of registrant as specified in its charter)

         Nevada                                        87-0453842
         ------                                        ----------
  (State or other jurisdiction of(I. R. S. Employer Identification No.)
incorporation or organization)

                       152 West  57th Street,  40th Floor
                             New York, N. Y.  10019
                             ---------------  -----
                    (Address of principal executive offices)

Registrant's current telephone number, including area code:  (212) 765 - 2915
                                                             ----------------


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

   [ Item - 1 ]   Yes [ X ]    No [    ] [ Item - 2]    Yes [ X ]   No [     ]

Indicate  the number of shares  outstanding  of each  class of the  Registrant's
Common Stock.

The Registrant has only one class of Common Stock  outstanding.  As of April 30,
1999, there were 14,857,226 shares of the Registrant's Common Stock outstanding.

Transitional Small Business Disclosure Format (check one):  Yes [   ]   No [ X ]




<PAGE>



                         ELLIGENT CONSULTING GROUP, INC.

                                   FORM 10-QSB

                  For the quarterly period ended March 31, 1999



                                TABLE OF CONTENTS




PART    I.  FINANCIAL INFORMATION

Item    1.  Financial Statements

            Consolidated Balance Sheet as of March 31, 1999 (unaudited)

            Consolidated  Statement  of  Operations  for the three  months ended
            March 31, 1999 (unaudited)

            Consolidated  Statement of Stockholders' Equity for the three months
            period ended March 31, 1999 (unaudited)

            Consolidated  Statement  of Cash  Flows for the three  months  ended
            March 31, 1999 (unaudited)

            Notes to Consolidated Financial Statements (unaudited)

Item    2.  Management's Discussion and Analysis of Financial Condition and
            Results of Operations

PART    II. OTHER INFORMATION

Item    2.  Changes in Securities and Use of Proceeds

Item    6.  Exhibits and Reports on Form 8-K

INDEX TO EXHIBITS




<PAGE>



PART   I.   FINANCIAL INFORMATION

Item   1.   Financial Statements



ELLIGENT CONSULTING GROUP, INC. AND SUBSIDIARIES


CONSOLIDATED BALANCE SHEET AS OF MARCH 31,1999 [Unaudited]

Assets
Current assets:
  Cash                                                        $    87,533
  Trade accounts receivable, net of allowance
   for doubtful accounts of $100,260                            3,768,032
  Deferred taxes receivable                                        48,600
  Other assets                                                     35,170
                                                              -----------

Total current assets                                            3,939,335
                                                              -----------

Property and equipment, net                                       427,765
                                                              -----------

Goodwill, net                                                  11,613,120
                                                              -----------

Other Assets
  Customer lists - net                                            433,333
  Security deposits                                               117,723
  Due from employees                                               13,929
  Due from stockholders                                             8,550
  Due from affiliates                                              14,924
                                                              -----------

  Total other assets                                              588,459
                                                              -----------

     Total assets                                             $16,568,679
                                                              ===========



See Accompanying Notes to Consolidated Financial Statements.


                                         1

<PAGE>



ELLIGENT CONSULTING GROUP, INC. AND SUBSIDIARIES


CONSOLIDATED BALANCE SHEET AS OF MARCH 31, 1999 [Unaudited]

Liabilities and Stockholders' Equity
Current liabilities:
  Cash overdraft                                                   $   269,240
  Accounts payable                                                   1,749,649
  Accrued expenses and other liabilities                               126,852
  Notes and leases payable - current                                 2,244,983
  Accrued expenses -- stockholders                                     327,167
  Notes payable--related parties                                     5,316,712
  Taxes payable                                                        165,431
  Due to affiliates                                                    738,646
  Advances from Stockholders                                         2,336,057
                                                                   -----------

  Total current liabilities                                         13,274,737
                                                                   -----------

Long-term liabilities
  Notes and leases payable--long term                                  123,385
                                                                   -----------
  Total long-term liabilities                                          123,385
                                                                   -----------

Commitment and contingencies                                                --

Stockholders' equity:
Common stock--$0.001 par value; 50,000,000 shares authorized
  14,794,226 shares issued and outstanding                              14,794
Capital in excess of par value                                       4,538,418
Accumulated deficit                                                 (1,382,655)
                                                                   -----------

Total stockholders' equity                                           3,170,557
                                                                   -----------

Total liabilities and stockholders' equity                         $16,568,679
                                                                   ===========








See Accompanying Notes to Consolidated Financial Statements.


                                         2

<PAGE>



ELLIGENT CONSULTING GROUP, INC. AND SUBSIDIARIES


CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 1999 [Unaudited]


Income:
Revenue                                                            $ 5,589,447
Cost of services                                                     3,672,851
                                                                   -----------

   Gross profit                                                      1,916,596
                                                                   -----------

Costs and expenses:
General and administrative                                           2,227,087
Depreciation                                                            40,257
Amortization                                                           175,169
                                                                   -----------

                                                                     2,442,513
                                                                   -----------

Operating income                                                      (525,917)
                                                                   -----------

Other expense:
  Interest                                                             (62,228)
  Interest expense - Stockholders                                     (121,817)
                                                                   -----------

Total Other Expense                                                   (184,045)
                                                                   -----------

Loss before income taxes                                              (709,962)
Income tax benefit                                                    (159,200)
                                                                   -----------

Net loss                                                           $  (550,762)
                                                                   ===========


Basic and Diluted Loss Per Share                                   $     (0.03)
                                                                   ===========



Weighted Average Number of Shares Outstanding                       14,684,675
                                                                   ===========


As more fully  described in the  Company's  December  31,  1998,  report on Form
10-KSB, 1998 operations are not meaningful.

See Accompanying Notes to Consolidated Financial Statements.


                                         3

<PAGE>



ELLIGENT CONSULTING GROUP, INC. AND SUBSIDIARIES


CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE THREE MONTHS ENDED MARCH 31, 1999 [Unaudited]



<TABLE>

                                              Capital in                     Total
                          Common Stock         Excess of  Accumulated    Stockholders'
                     Shares          Amount    Par Value    Deficit          Equity
                     ------          ------    ---------    -------          ------

Balance - December 31,
<S>                  <C>            <C>         <C>        <C>            <C>
 1998                14,544,225     $  14,544   $2,992,517 $  (831,893)   $2,175,168

Common Stock Issued     250,001           250    1,499,750          --     1,500,000

Imputed Interest [8]         --            --       46,151          --        46,151

Net Loss for the three
  Months Ended
  March 31, 1999            ---            --           --    (550,762)     (550,762)
                     ----------     ---------   ----------  ----------    ----------

  Balance - March 31,
   1999 [Unaudited]  14,794,226     $  14,794   $4,538,418 $(1,382,655)  $ 3,170,557
                     ==========     =========   ========== ===========   ===========



</TABLE>







See Accompanying Notes to Consolidated Financial Statements.


                                         4

<PAGE>



ELLIGENT CONSULTING GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THREE MONTHS ENDED MARCH 31, 1999 [Unaudited]

Cash Flows From Operating Activities
  Net loss                                                         $  (550,762)
                                                                   -----------

  Adjustments to reconcile net loss
   to cash utilized for operating activities:
   Depreciation                                                         40,257
   Amortization                                                        175,169
   Imputed interest                                                    121,817
   Deferred income tax benefit                                        (180,800)

  Change in Assets and Liabilities:
  [Increase] decrease in:
   Accounts receivable                                                 143,757
   Other current assets                                                (17,298)
   Due from employees                                                      874
  Increase [decrease] in:
   Accounts payable                                                     64,598
   Accrued expenses                                                    (63,007)
   Accrued expenses-stockholders                                        95,616
   Income taxes payable                                                (60,069)
                                                                   -----------

  Total adjustments                                                    320,914
                                                                   -----------

  Net cash - operating activities                                     (229,848)
                                                                   -----------

Investing Activities
  Payments for Property and Equipment                                  (63,118)
                                                                   -----------

Financing Activities
  Decrease in cash overdraft                                          (127,888)
  Due to affiliates                                                    241,579
  Advances from stockholders                                            90,000
  Proceeds from notes payable                                          200,000
  Payments on notes and leases payable                                 (23,792)
  Payment on notes payable - stockholders                           (1,500,000)
  Issuance of common stock                                           1,500,000
                                                                   -----------
Net cash - financing activities                                        379,899
                                                                   -----------

Net Increase in Cash                                                    86,933
Cash at Beginning of Period                                                600
                                                                   -----------
Cash at End of Period                                              $    87,533
                                                                   ===========

As more fully  described in the  Company's  December  31,  1998,  report on Form
10-KSB, 1998 operations are not meaningful.

Supplemental Schedule of Non-Cash Investing and Financing Activities:
During the three months ended March 31, 1999,  the Company issued 250,001 shares
of common stock valued at  $1,500,000  to related  parties in  settlement of the
January 21, 1999,  installment  of notes payable  related to the  acquisition of
CSI.



See Accompanying Notes to Consolidated Financial Statements.

                                         5

<PAGE>



ELLIGENT CONSULTING GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS [Unaudited]

[1] Organization and Business

Elligent Consulting Group, Inc., [the "Company"] was incorporated in February of
1987 under the laws of the state of Nevada as Coronado Ventures, Inc. During the
period  commencing  in  1990  through  1992,  the  Company  acquired   Tahoeview
Cablevision,  Inc.  ["Tahoe"] and Weststar Group North ["North"] and changed its
name to Weststar Group, Inc.  Subsequently,  Tahoe and North became subject to a
bankruptcy  proceeding,  which,  on July 31, 1996, was concluded by an Order and
Judgment from the Court regarding the Final  Distribution of Proceeds of Sale of
Assets  by the  Receiver.  The  Company  was not  named  as a  defendant  in the
bankruptcy  and was not  involved  in any  manner,  except  that it was the sole
shareholder of Tahoe and North. The conclusion of the aforementioned proceedings
resulted  in the Company  emerging  without any  business  operations  and being
deemed to be a new entity for financial statement  reporting purposes.  As such,
the Company was considered to be a development  stage  company.  Pursuant to the
order and Judgment of the Court, Tahoe and North were ordered dissolved.

In July of 1997, the Company changed its name to Arena Group, Inc. and began the
process of locating a business  venture  with which the  Registrant  could enter
into a Reorganization.

On July 23, 1998,  the  Registrant,  through its wholly owned  subsidiary  Patra
Acquisition, Inc., a Delaware corporation ["Patra Acquisition"],  entered into a
Non-Binding Letter of Intent [the "Letter of Intent"] with Patra Capital Ltd., a
Delaware  corporation  ["Patra Capital"].  The Letter of Intent provided for the
execution of a definitive merger agreement [the "Merger Agreement"]. Pursuant to
the Merger  Agreement,  Patra Capital  merged with Patra  Acquisition  and Patra
Capital,  the  surviving  corporation  of the  merger,  became  a  wholly  owned
subsidiary  of  the   Registrant   [the   "Reorganization"].   As  part  of  the
Reorganization,  the Registrant  changed its name to Elligent  Consulting Group,
Inc. and Patra Capital  changed its name to Conversion  Services  International,
Inc.  On  September  3, 1998,  with an  effective  date of August 1,  1998,  for
accounting  purposes,  the Registrant issued 12,950,000 shares of its restricted
common stock to the then current  shareholders  of Patra Capital in exchange for
all of the issued and outstanding  common stock of Patra Capital.  At that time,
the management of Patra Capital became the management of the Company. The merger
was  accounted  for as a  Recapitalization  of the  Company  with  Patra  as the
acquiror [See Note 12].

On September 21, 1998,  effective August 1, 1998, for accounting  purposes,  the
Company through its wholly owned subsidiary, Patra Capital, purchased Conversion
Services International,  Inc. ["CSI"] and Doorways, Inc. ["Doorways"].  Doorways
is a  wholly-owned  subsidiary  of CSI. The  operations  of CSI and Doorways are
included in the Company's  results of  operations  commencing on August 1, 1998.
The  purchase  price  was  $12,298,885  consisting  of  1,100,000  shares of the
Company's  common stock  [valued at  $2,640,000],  cash  payments of  $1,500,000
delivered at the closing and notes payable of $8,500,000,  less amounts due from
stockholders  acquired in the transaction of $582,399.  The net discounted value
of the  consideration,  net of the  acquired  loan  from the  stockholders,  was
$7,561,292.

CSI is in the business of providing information  technology consulting services.
CSI provides  high-end project  management,  applications  implementation,  data
warehousing,  consulting,  Internet and information  technology  ["IT"] staffing
services.  CSI has recently  expanded its  operation to  accommodate  additional
consultant/employees  and new in-house  training  facilities.  CSI currently has
approximately 180 employees and consultants, and expects that number to increase
as its business grows. Operations for the three months ended March 31, 1999, are
primarily those of CSI.

In prior years,  the Company was considered a development  stage company and the
operations were not meaningful.



                                        6

<PAGE>



ELLIGENT CONSULTING GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Sheet #2 [Unaudited]


[2] Summary of Significant Accounting Policies

[A]  Principles  of  Consolidation  - The  accompanying  consolidated  financial
statements   include  the  accounts  of  the  Company,   and  its   wholly-owned
subsidiaries, Conversion Services International, Inc. ["CSI"] and Doorways, Inc.
All significant  intercompany  transactions and balances have been eliminated in
the consolidation.

[B] Revenue Recognition - Revenue from consulting and professional  services are
recognized  at  the  time  the  services  are  provided.  Revenue  from  systems
integration and software  development  are recognized  based on the terms of the
contracts.  Revenue under maintenance  contracts is recognized  ratably over the
life of the contract.  Revenue under fixed price  contracts is recognized on the
percentage of completion.

[C] Property  and  Equipment - Property  and  equipment  are stated at cost less
accumulated  depreciation  and  amortization  and includes  equipment held under
capital  lease  agreements.   Depreciation  and  amortization,   which  includes
amortization of leased equipment,  are computed using the  straight-line  method
over the estimated useful lives of the respective assets. Estimated useful lives
range from one to ten years.  When the assets are sold or retired,  the cost and
accumulated  depreciation  are removed from the accounts and any gain or loss is
included in operations.

[D] Use of Estimates - The  preparation  of financial  statements  in conformity
with  generally  accepted  accounting  principles  requires  management  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  and the  reported  amounts of revenues  and expenses
during the reporting period.
Actual results could differ from those estimates.

[E] Intangibles - Goodwill is recognized in business combinations  accounted for
under the  purchase  method  of  accounting  and  represents  the  excess of the
purchase price over the fair value of identifiable net assets acquired. Goodwill
is amortized on a  straight-line  basis over twenty  years,  which is the period
during  which the  Company  expects to  receive  benefits.  A  customer  list is
recorded  at cost and  amortized  on a  straight-line  basis over its  estimated
useful life of five years.

[F]  Concentrations  of Credit Risk - Financial  instruments  which  potentially
subject  the  Company to  concentrations  of credit  risk are cash and  accounts
receivable  arising from its normal business  activities.  The Company routinely
assesses the financial strength of its customers, based upon factors surrounding
their credit risk, establishes an allowance for uncollectible accounts, and as a
consequence,  believes that its accounts  receivable credit risk exposure beyond
such allowances is limited. The Company places its cash with high credit quality
financial  institutions.  The  amount on  deposit  in any one  institution  that
exceeds  federally  insured  limits is subject to credit  risk.  The Company had
$354,038 as of March 31, 1999,  with  financial  institutions  subject to credit
risk beyond the insured  amount.  The Company has not  experienced any losses in
such  accounts.  The Company does not require  collateral  or other  security to
support financial instruments subject to credit risk.

Customers accounting for 10% or more of revenue for the three months ended March
31, 1999, are as follows:

                                              1 9 9 9

Customer A                                  $2,063,604
Customer B                                  $  520,558

The above customers comprised 15% of accounts receivable at March 31, 1999.

Any  decision  by these  major  customers  to cease or  reduce  their use of the
Company's  services  may have an  adverse  effect on the  Company's  operations.
Further, any delay in payment or non-payment of fees owed by the Company's large
clients will have an adverse effect on the Company's results of operations.

                                        7

<PAGE>



ELLIGENT CONSULTING GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Sheet #3 [Unaudited]

[2] Summary of Significant Accounting Policies [Continued]

[G] Advertising - The Company expenses advertising costs as incurred.  There was
no advertising cost during the three months ended March 31, 1999.

[H]  Income  Taxes - Income  taxes are  provided  based upon the  provisions  of
Statement of Financial  Accounting  Standards ["SFAS"] No. 109,  "Accounting for
Income Taxes," which requires recognition of deferred tax liabilities and assets
for the expected  future tax  consequences  of events that have been included in
the  financial  statements  or tax  returns.  Under this  method,  deferred  tax
liabilities  and assets  are  determined  based on the  difference  between  the
financial  statement and tax bases of assets and  liabilities  using enacted tax
rates in effect for the year in which the differences are expected to reverse.

[I] Cash and Cash  Equivalents  - The Company  considers  certain  highly liquid
investments  with a maturity of three  months or less when  purchased to be cash
equivalents. The Company has no cash equivalents at March 31, 1999.

[J] Basic and Diluted Loss per Common Share - The Company  adopted  Statement of
Financial Accounting Standards ["SFAS"] No. 128, "Earnings Per Share. Under SFAS
128," loss per common share is computed by dividing net loss available to common
stockholders by the weighted-average  number of common shares outstanding during
the period.  In the Company's  present  position,  diluted loss per share is the
same as basic loss per share.  Securities that could  potentially  dilute EPS in
the future  include the issuance of common stock in  settlement of notes payable
and the exercise of stock options [See Notes 8 and 13].

[K]  Impairment  -  Certain   long-term  assets  of  the  Company  are  reviewed
periodically as to whether their carrying value has become impaired, pursuant to
guidance established in Statement of Financial Accounting Standards ["SFAS"] No.
121,  "Accounting  for the  Impairment of Long-Lived  Assets and for  Long-Lived
Assets to be Disposed  Of."  Management  considers  assets to be impaired if the
carrying value exceeds the future  projected cash flows from related  operations
[undiscounted and without interest  charges].  If impairment is deemed to exist,
the assets will be written down to fair value or projected discounted cash flows
from related operations. Management also reevaluates the periods of amortization
to  determine  whether  subsequent  events  and  circumstances  warrant  revised
estimates  of useful  lives.  As of March 31,  1999,  management  expects  these
remaining assets to be fully recoverable.

[3] Property and Equipment and Depreciation and Amortization

Property and equipment and accumulated depreciation and amortization as of March
31, 1999, are as follows:

Computers and Equipment                     $  288,833
Furniture and Fixtures                          45,536
Leasehold Improvements                          60,353
Property Held Under Capital Lease              147,623
                                            ----------

Total - At Cost                                542,345
Less: Accumulated Depreciation and
       Amortization                            114,580
                                            ----------

  Property and Equipment - Net              $  427,765
  ----------------------------              ==========

Depreciation expense for the three months ended March 31, 1999, was $40,257.

For property held under capital leases,  amortization expense, which is included
in depreciation  expense,  for the three months ended March 31, 1999, is $8,167,
and accumulated amortization is $29,255 at March 31, 1999.


                                        8

<PAGE>



ELLIGENT CONSULTING GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Sheet #4 [Unaudited]


[4] Intangible Assets

A breakdown of intangible assets as of March 31, 1999, is as follows:

                                             Accumulated
                                  Cost      Amortization         Net
                                  ----      ------------         ---

Goodwill                      $12,013,571    $  400,451     $11,613,120
Customer List                 $   500,000    $   66,667     $   433,333

The  customer  list is  included in the  caption  "other  assets" on the balance
sheet.

Amortization  expense for the three  months  ended March 31,  1999,  amounted to
$175,169.

[5] Due From Employees

The amounts due from  employees of $13,929 at March 31,  1999,  consist of loans
and  advances  which  are  non-interest  bearing  and  have no  stated  terms of
repayment.

[6] Employee Benefit Plan

The  Company  has  adopted a pension  plan  pursuant  to Section  401 [K] of the
Internal  Revenue  Code,  that  covers  substantially  all  employees.  Eligible
employees may contribute on a tax deferred basis a percentage of compensation up
to the maximum allowable amount.  Employee  contributions vest immediately.  The
Company  is  not  required  to  make  a  matching  contribution.  The  Company's
contribution to the Plan was 25% of the first $10,000 of employee  contributions
which  amounted to a charge to  operations of $13,455 for the three months ended
March 31, 1999. The Company's  contributions  vest in 20%  increments  annually,
beginning  with two years of  service,  until  fully  vested  after six years of
service.

[7] Long-Term Debt and Capital Leases

Long-term debt at March 31, 1999, consists of the following:

Revolving line of credit (A)                                         $2,050,000

Revolving line of credit (B)                                            100,000

Note payable - bank, due in monthly installments of $4,167, including
  interest at the bank's prime rate plus 2%, due March 2001.  The
  note is collateralized by equipment.                                  100,000

Obligations under capital leases, collateralized by equipment originally
  costing $147,623, payable in monthly installments including
  interest at rates from 12.69% to 24.43%, through 2003.                118,368
                                                                     ----------

  Total                                                               2,368,368
  Less: Current Portion                                               2,244,983
                                                                     ----------

  Total                                                              $  123,385
  -----                                                              ==========



                                        9

<PAGE>



ELLIGENT CONSULTING GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Sheet #5 [Unaudited]

[7] Long-Term Debt and Capital Leases [Continued]

The revolving line of credit (A) was due June 1, 1999, and bears interest at the
bank's prime rate plus 1.5% payable  monthly.  The Company may borrow the lesser
of 80% of eligible accounts receivable,  as defined, or $2,050,000. At March 31,
1999 the Company had no available credit under this line.

The revolving line of credit (B) was due June 1, 1999, and bears interest at the
bank's prime rate plus 1.5% payable monthly.  At March 31, 1999, the Company had
no available credit under this line.

The prime rate at March 31,  1999,  was 7.75%.  For the three months ended March
31, 1999, the weighted average interest rate on short-term borrowings was 9.25%.

The following  schedule shows the future  maturities of long-term debt exclusive
of capital leases:

   Twelve Months ended
       March 31,
       ---------
         2000                                                        $2,200,000
         2001                                                            50,000
                                                                     ----------
         Total                                                       $2,250,000
         -----                                                       ==========

The following  schedule  shows the minimum lease payments under capital lease as
of March 31, 1998:

   Twelve Months ended
         March 31,
         ---------
          2000                                                       $   58,131
          2001                                                           50,345
          2002                                                           24,623
          2003                                                            7,887
          2004                                                            3,032
                                                                     ----------
         Total                                                          144,018
         Less: Amount Representing Interest                              25,650
                                                                     ----------
         Total                                                          118,368
         Less: Current Portion                                           44,983
                                                                     ----------

         Long-Term Portion                                           $   73,385
         -----------------                                           ==========

[8] Related Party Transactions

The amount due from  stockholder  of $8,550 is  non-interest  bearing and has no
stated terms of repayment.

The amount due from  affiliate  of  $14,924  is due from an  affiliated  company
controlled by a principal stockholder of the Company. The amount is non-interest
bearing and has no stated terms of repayment.

Amounts  due  to  affiliates  of  $738,646  are  working  capital  loans  due to
affiliated companies  controlled by a principal  stockholder of the Company. The
loans are non-interest bearing and have no stated terms of repayment.

The advances from  stockholders of $2,336,057 are working capital advances which
are non-interest bearing and have no stated terms of repayment. Imputed interest
expense of $46,151 was  recorded at 8% interest for the three months ended March
31, 1999, and was recorded as an increase to capital in excess of par value.


                                       10

<PAGE>



ELLIGENT CONSULTING GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Sheet #6 [Unaudited]



[8] Related Party Transactions [Continued]

Notes Payable - Stockholders represent amounts due to the former Stockholders of
CSI as a result of its  acquisition by Patra Capital.  Total notes payable as of
March 31, 1999,  are  $5,417,601,  with a discounted  value of  $5,316,712.  The
payments are due as follows:

              $3,750,000            May 1, 1999
              $1,667,601            August 1, 1999

The May 1,  1999,  and  August 1, 1999,  notes are  interest  free and have been
discounted at 8%. The imputed  interest expense for the three months ended March
31, 1999,  was $75,666.  All notes to  stockholders  are  collateralized  by CSI
common stock.

[9] Commitments and Contingencies

Leases - The Company leases office space under operating leases, which expire in
June of 1999 and March  2003.  Rent  expense in the  amount of $33,517  has been
accrued as of March 31, 1999,  representing  the remainder of lease payments due
under a vacated lease through June of 1999. The liability is included in accrued
expenses.  In November  1997,  the Company  entered into a  commitment  to lease
office space  expiring  March 2003.  The lease contains an option to renew for a
term of five years.  In addition to minimum  rentals,  the Company is liable for
additional  rentals  based on its  proportionate  share of real estate taxes and
operating expenses, as defined.

The  Company  occupies  additional  office  space,  which is leased by a related
company, of which one of the stockholders is a stockholder of the Company, under
an operating lease which expires in April of 2002. Approximately 62% of the cost
of the lease is allocated to the Company.

Minimum annual rentals under the leases are as follows:

       Twelve Months ended
            March 31,
            ---------
               2000                         $  462,754
               2001                            462,754
               2002                            462,754
               2003                            273,917
                                            ----------
               Total                        $1,662,179
               -----                        ==========

Total rent expense was $90,465 for the three months ended March 31, 1999.

Letter of Credit - The  Company  is  committed  under an  outstanding  letter of
credit with a bank which expires in November 1999 to secure the security deposit
on CSI office  space,  in the amount of $291,657.  The  agreement  automatically
extends for additional one year periods with a final expiration date of November
2003.

Employment  Agreements - The Company is committed under employment agreements to
the two former  stockholders  of CSI.  The Company is  obligated to pay $250,000
each per year to the former stockholders.  The agreements terminate on August 1,
2001, and include automatic annual renewals at the end of each term.

                                       11

<PAGE>



ELLIGENT CONSULTING GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Sheet #7 [Unaudited]


[10] Fair Value of Financial Instruments

In assessing the fair value of these financial instruments, the Company has used
a variety of methods and  assumptions,  which were based on  estimates of market
conditions  and risks  existing  at that time.  For all  financial  instruments,
including cash, due from related  parties,  due to affiliates and  stockholders,
debt  maturing  within  one year,  it was  estimated  that the  carrying  amount
approximated fair value for these financial  instruments  because of their short
maturities.  The carrying amount of notes payable  long-term  approximates  fair
value which is based on current  rates at which the Company  could  borrow funds
with similar remaining maturities.

[11] Income Tax Benefit

The income tax benefit consists of the following:

Current Taxes:
  Federal                                          $  16,700
  State                                                4,900
                                                   ---------

  Total                                               21,600
                                                   ---------

Deferred Taxes:
  Federal                                           (140,100)
  State                                              (40,700)
                                                   ---------

  Total                                             (180,800)
                                                   ---------

  Income Tax Benefit                               $ 159,200
  ------------------                               =========

The tax effect of  significant  items  comprising  the  Company's  deferred  tax
liability at March 31, 1999, are as follows:

Deferred Tax Assets:
  Deductibility of Accounts Payable and
   Accrued Expenses                                $  96,500

Deferred Tax Liability:
  Taxable Accounts Receivable                         47,900
                                                   ---------

  Net Deferred Tax Asset                           $  48,600
  ----------------------                           =========

A reconciliation of income tax at the statutory rate to the Company's  effective
rate is as follows:

Statutory Federal Income Tax Rate                        (34)%
Nondeductible Amortization of Intangibles                 23 %
Other                                                     (5)%
State Income Tax                                          (6)%
                                                        -----

  Income Tax Benefit - Effective Rate                    (22)%
  -----------------------------------                  =====

[12] Common Stock

Pursuant to a reorganization and acquisition of Patra Capital and CSI, effective
as of August 1, 1998, the Company issued 12,950,000 additional common shares.


                                       12

<PAGE>



ELLIGENT CONSULTING GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Sheet #8 [Unaudited]

[13] Stock Options

An incentive stock option plan,  which was adopted by the Company,  in August of
1998,  reserves 1,500,000 shares of the Company's common stock.  Options granted
under the plan are intended to qualify as incentive stock options under existing
tax regulations.

The  following  table  summarizes  the  activity  in common  shares  subject  to
incentive stock options for the three months ended March 31, 1999:
                                                             Weighted Average
                                            Number of Shares  Exercise Price
                                            ----------------  --------------

July 31, 1998 - Balance                              --          $      --
  Granted                                        90,100          $    5.00
  Exercised                                          --          $      --
  Canceled or Expired                                --          $      --
                                                -------          ---------

  Options Outstanding at March 31, 1999          90,100          $    5.00
  -------------------------------------         =======          =========

No options were exercisable at March 31, 1999.

The following table summarizes  information  about stock options  outstanding at
March 31, 1999:

                                                 Options Outstanding
                                                 -------------------
                                               Weighted-Average
                                     Number        Remaining    Weighted-Average
 Exercise Prices                   Outstanding Contractual Life  Exercise Price
 ---------------                   ----------- ----------------  --------------

   $   5.00                           90,100          9.67        $    5.00
                                    ========

There was no  compensation  cost recognized in income for the three months ended
March 31, 1999.

Had  compensation  cost been  determined on the basis of fair value  pursuant to
FASB  Statement No. 123, net loss and loss per share would have been recorded as
follows:

                                                               1 9 9 9
                                                               -------
Net Loss:
  As Reported                                                 $ (678,780)
  Pro Forma                                                   $ (925,857)
Loss Per Share:
  As Reported                                                 $     (.05)
  Pro Forma                                                   $     (.06)

The fair value of each option  granted is  estimated  on the grant date using an
option  pricing  model  which  takes into  account,  as of the grant  date,  the
exercise  price and the expected  life of the option,  the current  price of the
underlying stock and its expected  volatility,  expected  dividends on the stock
and the  risk-free  interest  rate  for the  expected  term of the  option.  The
following is the average of the data used for the following items:

                                 Risk-Free                  Expected  Expected
                               Interest Rate Expected Life Volatility Dividends
                               ------------- ------------- ---------- ---------

1998                                4.95%       3 Years     80.26%       N/A

[14] Subsequent Events

On April 15, 1999, the Company  issued 63,000 shares of restricted  common stock
in  connection  with an  agreement  to  obtain  marketing  services.  The  value
associated with the issuance of these shares was $378,000.

                                       13

<PAGE>



PART    I. FINANCIAL INFORMATION

Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
        AND RESULTS OF OPERATIONS

Summary Financial Information

        The following  table  contains  certain  selected  financial data of the
Company and is qualified by the more detailed financial statements and the notes
thereto  provided in this report.  The financial data for the three months ended
March  31,  1999,  has been  derived  from  the  Company's  unaudited  financial
statements,  which  statements  are included  elsewhere in this Report.  The pro
forma  (unaudited)  twelve month numbers provide an historic view of our revenue
growth.

Statement of Operations Data ($ in thousands)

                         Three Months Twelve Months Twelve Months Twelve Months
                             Ended         Ended        Ended         Ended
                           March 31,   December 31, December 31,  December 31,
                            1 9 9 9       1 9 9 8      1 9 9 7       1 9 9 6
                            -------       -------      -------       -------
                            Actual       Pro Forma    Pro Forma     Pro Forma

Gross revenue             $   5,589     $  22,149   $   13,247    $   9,306

Balance Sheet Data ($ in thousands)

                          As at March 31, 1999
                                 Actual
                                 ------


Current Assets                $     3,939
Total Assets                       16,569
Current Liabilities                13,275
Long-Term Debt                        123
Total Liabilities                  13,398
Shareholders' Equity                3,171

Cash Flow Data ($ in thousands)

                              Three Months Ended  Five Months Ended
                                March 31, 1999    December 31, 1998
                                    Actual             Actual
                                    ------             ------

Gross revenue                     $     230           $   1,406



                                       14

<PAGE>



MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

Overview

      As part of a  Reorganization,  we changed our name to Elligent  Consulting
Group,  Inc. on July 31, 1998. On September 3, 1998,  with an effective  date of
August 1, 1998,  for accounting  purposes,  we issued  12,950,000  shares of its
restricted  common stock to the then current  shareholders  of Patra  Capital in
exchange for all of the issued and outstanding common stock of Patra Capital. At
that time, the management of Patra Capital became our management. The merger was
accounted for as a Recapitalization.

      On September 21, 1998,  effective August 1, 1998, for accounting purposes,
we, through our wholly owned  subsidiary,  Patra Capital,  purchased  Conversion
Services  International,  Inc. The operations of CSI are included in our results
of operations  commencing on August 1, 1998. In connection  with the acquisition
of CSI, CSI's shareholders signed three-year employment agreements with us.

      The purchase price was $12,298,885  consisting of 1,100,000  shares of our
common stock (valued at  $2,640,000),  cash payments of $1,500,000  delivered at
the closing and notes payable of $8,500,000,  less amounts due from stockholders
acquired  in the  transaction  of  $582,399.  The net  discounted  value  of the
consideration,  net of the acquired loan from the stockholders,  was $7,561,292.
Interest at 8% was paid on the first two installments (November 24th and January
21st ). The final two  payments  bear no  interest.  As of March 31,  1999,  the
remaining payments were due as follows:

                        $3,750,000        May 1, 1999
                        $1,667,601        August 1, 1999

      We expect to continue an acquisition  program to acquire other  technology
consulting  companies  constituting  a set of key  consulting  practice areas to
serve as a platform  ("platform") for further roll-up and consolidation  through
acquisition  of  similar  companies  in  the  future.   Through  these  platform
companies, we plan to offer our clients an enterprise-type offering of services.
These   services  will  include   management   consulting,   business   function
reengineering, mission critical application rollouts and package implementation,
database and  datawarehousing  consulting,  networking and interim and permanent
staffing or support.

      We will then continue our development  through  continued  internal growth
from the acquired platform companies and additional rollup  acquisitions  within
each of our service offering areas.  Through this expansion and growth strategy,
we plan to develop into a leading vertically  integrated IT consulting  services
company.

      We plan to enter a business segment that has significant  competition from
other much larger  companies.  We expect to offer our services to large national
and multi-national companies. We own no copyrights or patents.

      Our corporate  headquarters  are located in New York City,  New York.  CSI
maintains its offices in East Hanover, New Jersey.

      We plan to continue an expansion strategy through (i) the acquisition of a
select number of technology  consulting  companies with  complementary  areas of
expertise and (ii)  internal  growth from the acquired  operating  subsidiaries.
While there is significant risk as a result of potential external problems, lack
of available capital,  changing economic and market conditions,  and significant
competition from much larger companies, through this expansion strategy, we plan
to develop into a leading information  technology  services company.  Key to the
acquisition  strategy is the retention of the acquired company's  management and
staff.

      For the three month period  ended March 31,  1999,  we had revenue of $5.6
million versus $4.5 million in the year earlier period,  an increase of 24%, and
a net loss $0.5 million.


                                       15

<PAGE>




      The major components of the current quarter loss are as follows:

                                                     $ in thousands
                                                     --------------

Operating Income                                       $        97
                                                       -----------

Depreciation, Amortization and Interest                        399
Income Tax Benefit                                            (159)
Management and Holding Company Expenses                        408
                                                       -----------

Subtotal Acquisition Related and Other Expenses                648
                                                       -----------

      Net Loss                                         $      (551)
                                                       ===========

      The management and holding company expenses represent costs related to new
acquisitions  in  progress  and  efforts  to locate  equity  and debt  financing
required to achieve our growth goals. The remaining  analysis of results focuses
on the operations of our sole subsidiary company, CSI. The unaudited information
for this transition period is not necessarily  indicative of the results for the
entire year, nor should it be used to project our operations for future dates or
periods.

      The  financial   statements   presented  herein  represent  the  financial
statements of Elligent  Consulting  Group,  Inc. and its wholly owned subsidiary
CSI. The CSI acquisition was accounted for as of August 1, 1998, on the purchase
method of accounting and therefore the financial  statements  only reflect CSI's
operations  since that  date.  In order to provide  investors  with  appropriate
historical  data,   Management's   discussion  will  include   comparative  data
reflecting  the  results of  operations  for CSI during the year  preceding  its
acquisition by us.

      CSI  has  been  in  the  business  of  providing  information   technology
consulting  services for approximately nine years. CSI provides high-end project
management, applications implementation, data warehousing,  consulting, internet
and information  technology ("IT") staffing services.  CSI has recently expanded
its operation to accommodate  additional  consultant/employees  and new in-house
training   facilities.   CSI  currently  has  approximately  180  employees  and
consultants,  and expects that number to increase as its business  grows.  CSI's
revenues for 1998 increased by 70% over 1997, and the current annual revenue run
rate is $25 million.

      For the three months ended March 31, 1999, we had revenues of $5.6 million
from our  operating  subsidiary  CSI  reflecting  a 24%  increase  from the $4.5
million revenues during the  corresponding  period in 1998. The cost of revenues
was $3.7 million  resulting in a gross margin from operations of $1.9 million or
34%.

      The results of  operations  for CSI for the three  months  ended March 31,
1999, and 1998, are as follows:


                                                            [In Thousands]
                                                          Three months ended
                                                             December 31,
                                                         1 9 9 9      1 9 9 8
                                                         -------      -------

Revenue                                                $    5,589     $   4,563
Cost of Revenue                                             3,672         3,049
                                                       ----------     ---------
Gross Margin                                                1,917         1,514
Operating Expense [Excluding Depreciation
  and Amortization]                                         1,820         1,445
                                                       ----------     ---------

  Operating Income                                     $       97     $      69
                                                       ==========     =========

      CSI  continues to show  significant  growth in revenues in 1999 versus the
comparable  period a year ago.  Operating  expenses for 1999 include  additional
staffing  costs to further  develop  business  practice  and channel  management
capabilities.  We expect operating  expenses as a percent of revenue to decrease
during the remainder of 1999.

                                       16

<PAGE>




Liquidity and Financial Position

      As of March 31, 1999,  we had a working  capital  deficit of $9.3 million.
Our working capital  deficit  reflects (i) $2.2 million due to a bank related to
the revolving lines of credit,  collateralized by our accounts  receivable,  and
other loans,  (ii) accounts payable and accrued expenses of $1.9 million,  (iii)
notes payable to stockholders of $5.3 million related to the acquisition of CSI,
and (iv)  amounts  due to  related  parties  of $3.1  million,  relative  to the
acquisition of CSI, working capital advances and the funding of costs related to
future acquisitions in progress. These latter amounts are principally due to our
principal stockholder and entities owned or controlled by him.

      We believe  that  sufficient  sources of funds  exist to cover the working
capital  needs of the  Company.  The  principal  sources of these  funds are (i)
projected cash flow from operations,  (ii) the revolving lines of credit,  (iii)
the personal  assets of a principal  stockholder  and related  entities owned or
controlled  by him, (iv) the issuance of the  Company's  common  stock,  and (v)
additional financing sources.

      Our principal  stockholder  has committed to providing the funds necessary
to cover the  remaining  note payments due on the purchase of CSI, to the extent
that the required funds cannot be obtained from other sources.  We are presently
engaged in  negotiations  with respect to additional  financing  sources.  These
include (i) negotiating  with four financial  institutions for a new asset-based
line of credit to replace the  current  revolving  lines of credit.  This credit
line  will  provide  the  working  capital  resources  needed  for  the  current
operations and the  requirements  that will exist after the next several planned
acquisitions;  and (ii) a private  placement of our common stock or other equity
securities  to  accredited  investors  during  1999,  that will  raise up to $20
million.  These funds will be used to provide the acquisition  capital necessary
to fund the  cash  portion  of the  purchase  price  for the  currently  planned
acquisitions.

      However, no assurance can be given that we will be successful in obtaining
such  financing,  and the  failure to obtain  necessary  financing  could have a
material adverse effect on our acquisition  timetable.  At the present time, our
management  believes that our current sources of funding are adequate to support
our growth and that of CSI. The current  sources are not adequate to support our
acquisition plans.

Inflation

      Inflation  has not had a material  effect  upon the  Company's  results of
operations to date. In the event the rate of inflation should  accelerate in the
future,  it is  expected  that costs in  connection  with the  provision  by the
Company of its  services  and products  will  increase,  and, to the extent such
increased  costs are not offset by increased  revenues,  the  operations  of the
Company may be adversely affected.

Year 2000

      General  Description  of the Year  2000  Problem.  The Year  2000  problem
concerns the inability of certain computer  systems to  appropriately  recognize
the Year  2000  when the last two  digits  of the year are  entered  in the date
field. Our date critical  functions related to the Year 2000 and beyond,  may be
adversely  affected  unless  these  computer  systems  are or  become  Year 2000
compliant.

      Our State of  Readiness.  We are a service  business  and do not use major
computer  systems in our business.  Our computer  needs are satisfied  through a
local area network  comprised of personal  computers and a server,  all of which
are Year 2000 compliant.

      Effect of Third Party  Readiness.  Our Year 2000  compliance  is partially
dependent  upon key third  parties  also being Year 2000  compliant  on a timely
basis. We provide consulting  services and we could be adversely affected by the
Year 2000 problem if computer systems of third parties such as banks,  suppliers
and  others  with whom we do  business  fail to  address  the Year 2000  problem
successfully.  For example, in the course of rendering our consulting  services,
we may be adversely  affected by, among other things,  warranty and other claims
made by our  suppliers  related  to  product  failures  caused  by the Year 2000
problem,  the  disruption  or inaccuracy of data provided to us by non-Year 2000
compliant third parties, and the failure of our service providers to become Year
2000 compliant.


                                       17

<PAGE>




      In an effort to evaluate and reduce our  exposure in this area,  we intend
to make an inquiry of vendors and other  business  partners about their progress
in identifying and addressing  problems that their computer  systems may face in
correctly  processing date information  related to the Year 2000. In particular,
we will seek to obtain  statements  from a  substantial  majority of our vendors
that  they  are Year  2000  compliant  or are  unaffected  by  "date  sensitive"
information.  We estimate that this process, including analysis of responses and
follow up interviews will be complete on or before September 30, 1999.

      Our  management  believes  that the  purchasing  patterns of customers and
prospective  customers might be affected by Year 2000 issues. Many companies may
need to modify or upgrade  their  information  systems to address  the Year 2000
problem.  The  effects of this issue and of the  efforts by other  companies  to
address it are unclear.  Many companies are expending  significant  resources to
correct  their  current  software  systems  for  Year  2000  compliance.   These
expenditures  might result in reduced funds  available to purchase  services and
products such as those that we offer.

      Risks. We have no reason to believe that our exposure to the risks or lack
of supplier and customer Year 2000 readiness is any greater than the exposure to
such risks that affect our  competitors  generally.  However,  if a  significant
number of our key vendors,  customers  and other  business  partners  experience
business  disruptions  as a result of their lack of Year 2000  readiness,  their
problems  could have a material  adverse  effect on our  financial  position and
operations.  In  addition,  if all Year 2000 issues  within our business are not
properly  identified there can be no assurance that the Year 2000 issue will not
have a  material  adverse  effect on our  results  of  operations  or  financial
position.

      Our cost  estimates  and time frames will be  influenced by our ability to
identify  Year 2000  problems,  the nature of  programming  required  to fix any
problems,  and the compliance  success of third parties.  For those reasons,  no
assurance can be given at this point that our computer  system will be Year 2000
compliant in a timely  manner or that we will not incur  significant  additional
expenses pursuing Year 2000 compliance.

Forward Looking Information

      This report contains certain  forward-looking  statements and information.
The cautionary statements made in this report should be read as being applicable
to all related forward-looking statements wherever they appear.  Forward-looking
statements, by their very nature, include risks and uncertainties.  Accordingly,
our actual results could differ  materially from those discussed  herein. A wide
variety of factors  could  cause or  contribute  to such  differences  and could
adversely impact  revenues,  profitability,  cash flows and capital needs.  Such
factors,  many of which are beyond  our  control,  include  the  following:  our
success in obtaining new contracts;  the volume and type of work orders that are
received  under such  contracts;  levels of, and  ability to,  collect  accounts
receivable; availability of trained personnel and utilization of our capacity to
complete work;  competition and competitive pressures on pricing;  availability,
cost and terms of debt or  equity  financing;  and  economic  conditions  in the
United States and in the regions served.

Quantitative  and Qualitative  Disclosures  about Market Risk  Quantitative  and
Qualitative Disclosures about Market Risk

      The  Company  is not  exposed to  material  risk  based on  interest  rate
fluctuation, exchange rate fluctuation, or commodity price fluctuation.

                                       18

<PAGE>



PART  II.   OTHER INFORMATION

Item  2.    Changes in Securities and Use of Proceeds

During the three months ended March 31, 1999,  the Company issued 250,001 shares
of common stock with a value of $1,500,000  to related  parties in settlement of
the January 21, 1999, installment of notes payable related to the acquisition of
CSI.  This  stock  issuance  represented  payment  in full  for  the  $1,500,000
installment.  The  liquidation  of debt  resulted in an addition to Common Stock
equity of $250, and an increase in Paid in Capital of $1,499,750.

Item  6.    Exhibits and Reports on Form 8-K

            NONE


INDEX TO EXHIBITS

            NONE

                                       19

<PAGE>


                                   SIGNATURES


In  accordance  with  Section 13 or 15(d) of the Exchange  Act;  the  Registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


                                            ELLIGENT CONSULTING GROUP, INC.




Date: May 12, 1999                          By:/s/ Edwin T. Brondo
                                               ---------------------------------
                                                Edwin T. Brondo
                                                Chief Financial Officer

In  accordance  with the Exchange  Act, this report has been signed below by the
following  persons on behalf of the  Registrant and in the capacities and on the
dates indicated.


      Signature                           Title(s)

By:   /s/ Edwin T. Brondo                 Chief Financial Officer
      -------------------
      (Edwin T. Brondo)





                                       20