SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

                [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                       FOR THE QUARTER ENDED JUNE 30, 1999
                                       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:  1-12536
--------------------------------

                         STRATEGIC SOLUTIONS GROUP, INC.
                         -------------------------------
             (Exact name of Registrant as specified in its charter)


     Delaware                                            11-2964894
-------------------------------            -------------------------------------
(State or other jurisdiction of            (I.R.S. Employer Identification  No.)
incorporation or organization)

326 First Street, Suite 100
Annapolis, Maryland                                                       21403
---------------------------                                               -----
(Address of principal executive offices)                             (Zip Code)

Registrant's telephone number,
including area code:                                             (410) 263-7761
                                                                 --------------

                                 Not applicable
      --------------------------------------------------------------------
      (Former name, former address and former fiscal year if changed since
                                  last report)

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

                                  Yes  X  No
                                      ---    ---

     4,172,435 Common Shares, $.0001 par value were issued and outstanding
                               at June 30, 1999.


<PAGE>


                         STRATEGIC SOLUTIONS GROUP, INC.
                                TABLE OF CONTENTS


                                                                        Page No.
                                                                        --------

PART I - FINANCIAL INFORMATION

Consolidated Balance Sheets, June 30, 1999 and
       December 31, 1998 (unaudited)                                        3

Consolidated Statements of Operations for the three and six
       months ended June 30, 1999 and 1998 (unaudited)                      4

Consolidated Statements of Cash Flows for the six
       months ended June 30, 1999 and 1998 (unaudited)                      5

Notes to Consolidated Financial Statements (unaudited)                      6

Management's Discussion and Analysis of Financial
       Condition and Results of Operations                                  8


PART II - OTHER INFORMATION

Items 1-6                                                                  12

Signature                                                                  12


                                       2
<PAGE>


                STRATEGIC SOLUTIONS GROUP, INC. AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS
                                  (UNAUDITED)

<TABLE>
<CAPTION>
                                                                        JUNE 30,              DECEMBER 31,
                                                                          1999                    1998
                                                                        --------              ------------
<S><C>
ASSETS
    Current assets
          Cash and cash equivalents                                  $    191,441            $     67,991
          Accounts receivable, net of allowance for doubtful
              accounts of $45,000 for both periods                        194,388                 189,630
          Prepaid expenses and other current assets                        14,776                  24,497
                                                                     ------------            ------------
              Total current assets                                        400,605                 282,118
                                                                     ------------            ------------
    Property and equipment, at cost
          Computers, furniture and equipment                              416,602                 410,972
          Less accumulated depreciation                                   341,947                 325,656
                                                                     ------------            ------------
              Net property and equipment                                   74,655                  85,316
                                                                     ------------            ------------
     Other assets                                                          47,062                 112,543
                                                                     ------------            ------------
                                                                     $    522,322            $    479,977
                                                                     ============            ============
LIABILITIES AND STOCKHOLDERS' DEFICIT
    Current liabilities
          Accounts payable and accrued liabilities                   $    441,321            $    365,388
          Other current liabilities                                       409,776                 411,966
                                                                     ------------            ------------
              Total current liabilities                                   851,097                 777,354

    Convertible subordinated debenture                                    982,811               1,007,277
                                                                     ------------            ------------
               Total liabilities                                        1,833,908               1,784,631
                                                                     ------------            ------------
    Commitments and contingencies
    Stockholders' deficit
          Common stock, $.0001 par value.  Authorized 10,000,000
             shares; issued and outstanding 4,172,435 and 3,399,671
             shares as of June 30, 1999 and December 31, 1998                 418                     340
          Additional paid-in capital                                   15,287,173              15,230,243
          Accumulated deficit                                         (16,541,006)            (16,457,675)
          Deferred compensation                                           (58,171)                (77,562)
                                                                     ------------            ------------
              Total stockholders' deficit                              (1,311,586)             (1,304,654)
                                                                     ------------            ------------
                                                                     $    522,322            $    479,977
                                                                     ============            ============
</TABLE>

       The accompanying notes are an integral part of these consolidated
                              financial statements.

                                       3
<PAGE>


                STRATEGIC SOLUTIONS GROUP, INC. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF OPERATIONS
           FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 1999 AND 1998
                                  (UNAUDITED)


<TABLE>
<CAPTION>
                                                               THREE MONTHS ENDED            SIX MONTHS ENDED
                                                                     JUNE 30,                     JUNE 30,
                                                           -------------------------     ------------------------
                                                              1999           1998          1999           1998
                                                           ----------     ----------     ---------    -----------
<S><C>
Revenue
     Service fees                                          $  273,378     $  320,032     $ 544,589    $   966,945
     Product sales                                                 --             --            --         73,328
     Royalties                                                 10,114         14,218        14,589         29,282
                                                           ----------     ----------     ---------    -----------
              Total revenue                                   283,492        334,250       559,178      1,069,555
                                                           ----------     ----------     ---------    -----------
Expenses
     Cost of service fees                                     138,820        151,468       267,049        520,271
     Cost of product sales                                         --             --            --         44,493
     Research and development                                   9,348          1,478        38,729         46,194
     Selling, general and administrative                      147,890        613,154       314,732      1,590,480
                                                           ----------     ----------     ---------    -----------
              Total operating expenses                        296,058        766,100       620,510      2,201,438
                                                           ----------     ----------     ---------    -----------
Loss from operations                                          (12,566)      (431,850)      (61,332)    (1,131,883)
Other income/(expense)                                         40,396       (170,001)      (21,999)      (245,513)
                                                           ----------     ----------     ---------    -----------
Net income (loss)                                          $   27,830     $ (601,851)    $ (83,331)   $(1,377,396)
                                                           ==========     ==========     =========    ===========

Net income (loss) per common share (basic and diluted)     $     0.01     $    (0.32)    $   (0.02)   $     (0.74)
                                                           ==========     ==========     =========    ===========
Weighted average number of shares outstanding (basic)       4,007,309      1,897,152      3,710,954     1,851,642
                                                           ==========     ==========     =========    ===========
Weighted average number of shares outstanding (diluted)     4,008,289      1,897,152      3,710,954     1,851,642
                                                           ==========     ==========     =========    ===========
</TABLE>

       The accompanying notes are an integral part of these consolidated
                              financial statements.

                                       4
<PAGE>


                STRATEGIC SOLUTIONS GROUP, INC. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                FOR THE SIX MONTHS ENDED JUNE 30, 1999 AND 1998
                                  (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                 SIX MONTHS ENDED
                                                                                      JUNE 30,
                                                                            --------------------------
                                                                              1999             1998
                                                                            --------       -----------
<S><C>
Cash flows from operating activities
    Net loss                                                                $(83,331)      $(1,377,396)
    Adjustments to reconcile net loss to net cash
           used in operating activities
        Depreciation and amortization                                        129,727           190,711
        Loss on disposal of assets                                                --             5,743
        Noncash expense for services                                              --           120,000
        Increase (decrease) in cash from changes in assets and liabilities
           Accounts receivable                                                (4,758)          (90,677)
           Prepaid expenses and other current assets                           9,721            65,000
           Other assets                                                         (530)          (39,121)
           Accounts payable and accrued liabilities                           80,441           103,873
           Other liabilities                                                  (2,190)          166,884
                                                                            --------       -----------
    Net cash provided by (used in) operating activities                      129,080          (854,983)
                                                                            --------       -----------
Cash flows from investing activities
    Capital expenditures                                                      (5,630)          (25,115)
    Cash balance of divested subsidiary                                           --            (7,188)
                                                                            --------       -----------
    Net cash used in investing activities                                     (5,630)          (32,303)
                                                                            --------       -----------
Cash flows from financing activities
    Payments on note payable to a bank                                            --           (30,000)
                                                                            --------       -----------
    Net cash used in financing activities                                         --           (30,000)
                                                                            --------       -----------
Net increase (decrease) in cash and cash equivalents                         123,450          (917,286)
Cash and cash equivalents, beginning of period                                67,991         1,149,372
                                                                            --------       -----------
Cash and cash equivalents, end of period                                    $191,441       $   232,086
                                                                            ========       ===========

SUPPLEMENTAL SCHEDULE OF NONCASH FINANCING ACTIVITIES:
    Stock issued upon conversion of convertible debentures                  $ 57,008       $   548,181
                                                                            ========       ===========
</TABLE>

       The accompanying notes are an integral part of these consolidated
                              financial statements.

                                       5
<PAGE>


                STRATEGIC SOLUTIONS GROUP, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

1.      GENERAL

       The consolidated financial statements of Strategic Solutions Group, Inc.,
(the "Company") as of June 30, 1999 and for the three and six month periods
ended June 30, 1999 and 1998 are unaudited; however, in the opinion of
management, these consolidated financial statements include all adjustments,
consisting of normal recurring adjustments necessary for fair presentation of
such financial information. These financial statements should be read in
conjunction with the audited consolidated financial statements and notes thereto
for the year ended December 31, 1998 included in the Company's Annual Report on
Form 10-KSB previously filed with the Securities and Exchange Commission.

2.     LITIGATION

       In January 1998, the Company issued a notice of redemption of its
Subordinated Convertible Debenture (the "Debenture") based on management's
interpretation of the contract and issued 1,052,624 shares of its common stock
in payment of the redemption amount. The holder of the Debenture refused to
accept the shares tendered, delivered a notice of partial conversion of the
Debenture, and filed suit against the Company in the Delaware Chancery Court
alleging that the terms of the Debenture permitted cash redemption only, that
the redemption was therefore invalid, and that the Company was required to honor
the holder's conversion notice. On April 23, 1998, the Court ruled in favor of
the Debenture holder, declaring the redemption invalid and imposing a penalty of
$106,000 against the Company for delay in delivering the shares issuable in
accordance with the holder's conversion notice. The $106,000 penalty was
expensed in the second quarter of 1998 and included in other expenses on the
statement of operations. In addition, the Company executed a judgment note
payable with the Debenture holder to pay the $106,000 in monthly payments of
$7,500 until paid in full with interest at 10% per annum and acceleration upon
SSGI's receipt of payments from US Technologies, Inc. ("UST"). Subsequently, the
Debenture holder requested payment of an additional penalty of $160,000,
claiming that the Company did not register the common stock issuable upon
conversion of the Debenture under the Securities Act of 1933 within the time
required by a registration rights agreement between the Company and the
Debenture holder. No discovery has been taken and no prediction can be made as
to its outcome. The Company believes that it fully complied with its obligations
under the registration rights agreement and intends to vigorously defend any
action seeking to collect such penalty.

3.     AGREEMENT WITH U.S. TECHNOLOGIES, INC.

       During the first quarter of 1998, the Company made a strategic decision
to focus its business on its multimedia technology based software solutions and
as such divested itself of its computer systems integration division.

       On April 8, 1998, the Company merged UST into SSGI-UST Acquisition Corp.,
an existing Florida corporation formed on March 5, 1998 and owned by the
President of UST and other third parties. UST continued as the surviving
corporation; accordingly, SSGI-UST Acquisition Corp ceased to exist.
Consideration payable to the Company for the merger consisted of (i) 100,000
shares of UST's Common Stock valued at $500,000, or $5.00 per share; (ii) a
promissory note from UST in the principal amount of $600,000 with 6% interest
due the earlier of the closing of a $2,000,000 private placement of UST's equity
securities or 60 days after the closing of the merger; and (iii) a 6%
subordinated convertible debenture in the principal amount of $1,027,808 due the
earlier of a public offering of UST's common stock or the 545th day after the
closing of the merger. The promissory note was secured by all of the assets of
UST and the pledge of all of the outstanding stock of UST. The Company had the
option to convert the $1,027,808 debenture upon the occurrence of the first
public offering into shares of Common Stock of UST at a conversion price for
each share of Common Stock equal to the public offering price of the Common
Stock less twenty (20%) percent.

                                       6
<PAGE>


       At December 31, 1998, the promissory note from UST in the principal
amount of $600,000 had not been paid. In addition, the Company was in the
process of renegotiating the terms of its agreement with UST. As a result of the
continued uncertainty of the ability of UST to meet its obligations due the
Company, management believed the assets recorded were impaired. Accordingly, the
Company reserved the entire promissory note receivable balance and wrote down
its investment of 100,000 shares in UST to zero at December 31, 1998. In
addition, the related deferred gain was written down to its net realizable value
at December 31, 1998.

       Pursuant to the ongoing renegotiations with UST, in May 1999, the Company
entered into a revised agreement with UST which amended all of the original
terms. The terms of the revised agreement are as follows: (1) UST will make an
immediate payment of $100,000 on the outstanding promissory note and delivery of
the 100,000 shares of UST stock which was to be issued to the Company under the
Original Agreement, (2) on or before August 15, 1999, or the closing date of
UST's initial public offering if sooner, UST will pay the Company $500,000 in
satisfaction of all obligations under the Original Agreements, (3) if UST does
not tender the $500,000 on or before August 15, 1999, UST will be obligated to
pay on or before October 8, 1999, or the date of the closing of its initial
public offering if sooner, the remaining face amount of the promissory note and
debenture of $1,525,808 reduced by $62,000 of administrative costs covered by
the Company, (4) delivery of 200,000 additional shares of UST stock to the
Company, (5) if at any time while owning UST stock, the conversion price of said
stock falls below $2.50 per share, the Company shall be issued a number of
shares that would equate to a purchase price of $2.50 per share, (6) UST shall
have the right to purchase all UST shares owned by the Company at $5.00 per
share. This call right shall expire upon the closing of the initial public
offering of UST's stock or April 30, 2000, and (7) if UST does not comply with
(2) above but with (3) above, the additional 200,000 shares shall be returned to
UST.

       In accordance with the revised agreement, the Company received $100,000
from UST in May 1999 as partial payment against the fully reserved promissory
note. The Company recorded the receipt of payment in other income. As a result
of the continued uncertainty of the ability of UST to meet its obligations due
the Company, management believes the assets recorded remain impaired and as such
are fully reserved for at June 30, 1999.

4.     SEGMENT INFORMATION

       From July 1996 through March 1998, the Company was a full service
provider of technology based software solutions and computer systems integration
and support services. To achieve these objectives, the Company had two
reportable segments during that timeframe: a systems integration division and a
multimedia division. In April 1998 the Company divested itself of its systems
integrations division. Accordingly, during 1999 the Company is operating under
only one segment, the mulimedia division.

Segment information for June 30, 1998 is as follows:

<TABLE>
<CAPTION>
                                             Systems
     For the Three Months Ended            Integration            Multimedia
           June 30, 1998                     Division              Division                 Total
-------------------------------------     ---------------     -------------------     -------------------
<S><C>
Revenues:                                  $      -            $    334,250            $    334,250

Loss from operations:                      $      -            $    431,850            $    431,850

<CAPTION>

    For the Six Months Ended
--------------------------------
         June 30, 1998
<S><C>
Revenues:                               $    435,032           $    634,523            $ 1,069,555

Loss from operations:                   $    376,121           $    755,762            $ 1,131,883
</TABLE>


                                       7
<PAGE>


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

OVERVIEW

       The Company's revenues are comprised of service fees, product sales, and
royalties. Service fees are generated from the development of custom multimedia
software and from systems integration services provided by UST, the Company's
subsidiary acquired in July 1996 and divested in April 1998. Product sales
related to software and hardware products sold by UST as part of their systems
integration services. In April 1998, UST was divested and, accordingly, its
revenues and results of operations are not included in the Company's results of
operations after that date. Royalties are paid to the Company by customers who
resell copies of software developed by the Company for such customers.

RESULTS OF OPERATIONS

THREE AND SIX MONTHS ENDED JUNE 30, 1999 COMPARED TO THREE AND SIX MONTHS ENDED
JUNE 30, 1998

       Total revenues for the three month period ended June 30, 1999 were
$283,492 as compared to $334,250 for the same period of 1998, a decrease of
approximately $50,000. This decrease is primarily attributed to the timing of
completion of the Company's contracts with customers. The net income and
earnings per share were $27,830 and $0.01, respectively, for the three month
period ended June 30, 1999, as compared to a net loss and loss per share of
$601,851 and $0.32, respectively, for the same period in 1998. The increase in
net income of approximately $630,000 is primarily due to the divestiture of UST
and the cost trimming actions the Company has instituted during 1999.

       Total revenues for the six month period ended June 30, 1999 were $559,178
as compared to $1,069,555 for the same period of 1998, a decrease of
approximately $510,000. This decrease is primarily attributable to the inclusion
of UST revenues of approximately $435,032 in the six month period ended June 30,
1998. The net loss and net loss per share were $83,331 and $0.02 per share,
respectively, for the six month period ended June 30, 1999, as compared to a net
loss and net loss per share of $1,377,396 and $0.74 per share, respectively, for
the same period of the prior year. The reduced net loss is primarily due to the
divestiture of UST and the cost trimming actions the Company has instituted
during 1999.

       During the three and six month periods ended June 30, 1999, revenue from
custom multimedia software development services was $273,378 and $544,589,
respectively, as compared to $320,032 and $605,241, respectively, for the same
periods of the prior year, decreases of approximately $46,000 and $60,000,
respectively. The decreases are primarily a result of the timing of completion
of the Company's contracts with customers. The Company's strategy to increase
revenues prospectively includes targeting its sales and marketing efforts of
technology-based training solutions to the manufacturing and transportation
industries.

       The Company has entered into agreements that allow certain customers to
resell copies of the Company's software products in exchange for royalty
payments. Royalties were $10,114 and $14,589, respectively, during the three and
six month periods ended June 30, 1999, as compared to $14,218 and $29,282,
respectively, for the same periods of the prior year, a decrease of
approximately $4,100 and $14,700, respectively. The Company generally expects
royalty revenue to remain constant with current levels due to the aging shelf
life of products for which the Company currently receives royalties. However,
the Company continually explores additional marketing and development partners
to increase revenues generated from royalty arrangements.

       For the three and six month periods ended June 30, 1999, the cost of
service fees for custom multimedia software was $138,820 and $267,049,
respectively, as compared to approximately $151,000 and $281,000, respectively,
for the same periods of the prior year, resulting in gross margins of
approximately 49% and 50%, respectively, as compared to gross margins of 53% and
53%, respectively, for the same periods of 1998. Management expects gross
margins to be consistent in future periods when revenues are consistent.

                                       8
<PAGE>


       During the three and six month periods ended June 30, 1999, total
operating expenses were $296,058 and $620,509, respectively, as compared to
$766,100 and $2,201,438, respectively, for the same periods of the prior year,
decreases of approximately $450,000 and $1,580,000, respectively. This decrease
was primarily attributable to the inclusion of UST operating expenses of
approximately $811,000 during the three and six month period ended June 30, 1998
as well as the Company's general cost cutting efforts.

       During the three month period ended June 30, 1999, research and
development expenses were $9,348 as compared to $1,478 for the same period in
1998. During the six month period ended June 30, 1999, research and development
expenses were $38,728 as compared to $46,194 for the same period of the prior
year. The variability in the amount of reasearch and development expenses is
directly related to the timing of the Company's product development initiatives.
Research and development expenses include improvements on existing tools and the
development of software tools and applications to be sold.

       During the three and six month periods ended June 30, 1999, selling,
general and administrative expenses were $147,890 and $314,732, respectively, as
compared to $613,154 and 1,590,480, respectively, for the same periods of the
prior year, decreases of approximately $465,000, or 76% and $1,276,000, or 80%,
respectively. For the six months ended June 30, 1999, approximately $484,000 of
the decrease is the direct result of the divestiture of UST in April 1998. The
remaining decrease is primarily the result of professional fees incurred during
1998 related to the debenture litigation and the divestiture of UST as well as
the Company's general cost cutting efforts during 1999.

       During the three month period ended June 30, 1999, total other income
increased by approximately $210,000 from the same period in the prior year. The
increase is the result of the recovery of $100,000 from UST (see Note 3.), a
decrease in the interest expense and amortization of deferred costs as well as a
penalty of $105,800 in connection with the Company's convertible subordinated
debenture during the same period of the prior year. For the six month period
ended June 30, 1999, other expense decreased from $245,513 in 1998 to $21,999 in
1999 or approximately $223,000. The decrease is a result of a decrease in the
interest expense and amortization of deferred costs in 1999, as well as a
penalty of $105,800 in connection with the Company's convertible subordinated
debenture during the same period of the prior year.

CASH FLOW, LIQUIDITY AND CAPITAL RESOURCES

       The Report of Independent Accountants on the 1998 consolidated financial
statements of the Company includes an explanatory paragraph stating that the
recurring losses from operations and the existing cash resources may be
insufficient to fund planned operations and that these conditions raise
substantial doubt about the Company's ability to continue as a going concern.
The Company incurred a net loss of $2,891,360 for the year ended December 31,
1998, and as of December 31, 1998 had an accumulated deficit of $16,457,675. For
the six month period ended June 30, 1999, the Company incurred a net loss of
$83,331. In addition, during 1998, the Company's securities were delisted from
the Nasdaq as they were not in compliance with Nasdaq's new net tangible asset
requirements. See Strategy to Achieve Profitable Operations below for a
discussion regarding the Company's plans to address the losses and liquidity
matters.

       For the six month period ended June 30, 1999, the Company's operations
provided cash of approximately $129,080. Included in net income for the six
month period ended June 30, 1999 is the receipt of $100,000 as partial payment
on the Compnay's promissory note with UST. In addition, the Company experienced
a net increase in accounts payable and accrued liabilities during the period.
Net cash of approximately $5,600 was used for investing activities for the
purchase of equipment. The Company did not receive or use any cash for financing
activities.

       For the six month period ended June 30, 1998, the Company used cash of
approximately $855,000 in operations. In addition to the net loss, the Company
experienced increases in accounts receivable and and other assets. Net cash of
approximately $25,000 was used for investing activities for the purchase of
equipment. Net cash of $30,000 was used to make payments on UST's obligations to
a bank.

                                       9
<PAGE>


       Current funds are not expected to provide sufficient liquidity to meet
anticipated cash needs on either a short-term or long-term basis. Management
recognizes that the Company will require additional financing until such time
that revenues are of sufficient volume to generate positive cash flows from
operations. Although the Company will be seeking financing from placements of
equity or debt securities, there can be no assurances that such financing will
be available, or if available, will be under terms and conditions suitable to
the Company.

       In addition, in February 1998, the Company was notified by NASDAQ that it
was not in compliance with NASDAQ's new net tangible assets requirement and that
the Company's securities were scheduled for delisting. Although the Company
formally requested a temporary exemption, NASDAQ effected delisting on September
1, 1998, after which SSGI's shares have traded on the NASDAQ "bulletin board.

NEW ACCOUNTING PRONOUNCEMENTS

       In December 1998, the Accounting Standards Executive Committee of the
AICPA issued Statement of Position (SOP) 98-9, "Modification of SOP 97-2,
Software Revenue Recognition, With Respect to Certain Transactions." SOP 98-9
modifies SOP 97-2 by requiring revenue to be recognized using the "residual
method" if certain conditions are met. SOP 98-9 will be effective for the
Company's 2000 financial statements. Management is assessing the impact that SOP
98-9 will have on the Company's results of operations.

LEGAL PROCEEDINGS

       In January 1998, the Company issued a notice of redemption of its
Subordinated Convertible Debenture (the "Debenture") based on management's
interpretation of the contract and issued 1,052,624 shares of its common stock
in payment of the redemption amount. The holder of the Debenture refused to
accept the shares tendered, delivered a notice of partial conversion of the
Debenture, and filed suit against the Company in the Delaware Chancery Court
alleging that the terms of the Debenture permitted cash redemption only, that
the redemption was therefore invalid, and that the Company was required to honor
the holder's conversion notice. On April 23, 1998, the Court ruled in favor of
the Debenture holder, declaring the redemption invalid and imposing a penalty of
$106,000 against the Company for delay in delivering the shares issuable in
accordance with the holder's conversion notice. The $106,000 penalty was
expensed in the second quarter of 1998 and included in other expenses on the
statement of operations. In addition, the Company executed a judgment note
payable with the Debenture holder to pay the $106,000 in monthly payments of
$7,500 until paid in full with interest at 10% per annum and acceleration upon
SSGI's receipt of payments from US Technologies, Inc. ("UST"). Subsequently, the
Debenture holder requested payment of an additional penalty of $160,000,
claiming that the Company did not register the common stock issuable upon
conversion of the Debenture under the Securities Act of 1933 within the time
required by a registration rights agreement between the Company and the
Debenture holder. No discovery has been taken and no prediction can be made as
to its outcome. The Company believes that it fully complied with its obligations
under the registration rights agreement and intends to vigorously defend any
action seeking to collect such penalty.

STRATEGY TO ACHIEVE PROFITABLE OPERATIONS

       Subsequent to the merger and resulting divestiture of UST in April 1998,
the Company's strategy to increase revenue, which solely comprises the
multimedia division, includes the implementation of an operating plan built
around the division's mission statement - "We optimize human performance using
leading edge technology-based training solutions to eliminate the barriers of
time and space."

       The plan also includes the implementation of a more focused sales and
marketing strategy which targets the division's sales and marketing efforts of
technology-based training solutions to the manufacturing and transportation
industries. Existing clients are also an important component of the Company's
marketing strategy. The Company believes that follow-on projects leverage sales
and marketing resources and

                                       10
<PAGE>


strengthen the Company's client relationships. The Company believes that it has
good relationships with its existing customer base and expects that these
contacts will enable it to successfully pursue this strategy.

       In the normal course of business, the Company evaluates the acquisition
of businesses, products and technologies that complement the Company's business.
In addition, the Company may also evaluate other strategic alliances and joint
ventures that can provide the Company with additional complementary capabilities
or further broaden its base of customers requiring the products and services
currently provided. The Company has no present commitments or agreements with
respect to any such transaction. However, the Company may acquire businesses,
products, or technologies in the future.

       There can be no assurance that the strategies addressed above and
elsewhere herein will generate sufficient revenues and cash flow for the Company
to reach profitability or to ensure the continued existence of the Company.

IMPACT OF YEAR 2000 ISSUE

       The Company is aware of and is addressing the issues associated with the
programming code in existing computer systems as the year 2000 approaches. The
"Year 2000" problem is complex, as many computer systems will be affected in
some way by the rollover of the two-digit year value to 00. Systems that do not
properly recognize such information could generate erroneous data or cause a
system to fail. The "Year 2000" issue creates risk for the Company from
unforeseen problems in its own computer and embedded systems and from third
parties with whom the Company deals on financial and other transactions
worldwide. Failure of the Company's and/or third parties' computer systems could
have a material impact on the Company's ability to conduct its business.

       The Company's payroll information system includes an ADP system which was
upgraded to the most recent version in 1998. The system is believed to be "Year
2000" complaint.

       For the year 2000 non-compliance issues identified to date, the cost of
remediation is currently not expected to be material to the Company's operating
results. The Company has substantially completed remediation and validation of
its internal systems, as well as developed contingency plans for certain
internal systems. If significant new non-compliance issues are identified, or if
contingency plans fail, the Company's results of operations or financial
condition could be materially adversely affected.

       Where practicable, the Company will attempt to mitigate its risks with
respect to the failure of third parties to be Year 2000 ready, including
developing contingency plans. However such failures, including failures of any
contingency plans, remain a possibly and could have a material adverse impact on
the Company's results of financial condition.

       In addition, the "Year 2000" issue could affect the products that the
Company sells. The Company believes that the current versions of its products
are "Year 2000" compliant. However, there can be no assurance that the Company's
current products do not contain undetected errors or defects associated with
Year 2000 that may result in material costs to the Company. Some commentators
have stated that a significant amount of litigation will arise out of Year 2000
compliance issues, and the Company is aware of a growing number of lawsuits
against other software vendors. Because of the unprecedented nature of such
litigation, it is uncertain whether and to what extent the Company may be
affected by it.

"SAFE HARBOR" STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
1995: THE STATEMENTS CONTAINED IN THIS DOCUMENT AND OTHER STATEMENTS WHICH ARE
NOT HISTORICAL FACTS ARE FORWARD LOOKING STATEMENTS THAT INVOLVE RISKS AND
UNCERTAINTIES, INCLUDING, THE SUCCESS OF NEWLY IMPLEMENTED SALES STRATEGIES; THE
CONTINUED EXISTENCE OF AGREEMENTS WITH PRODUCT PROVIDERS; MARKET ACCEPTANCE OF
THE COMPANY'S PRODUCTS AND SERVICES; THE ABILITY TO OBTAIN A LARGER NUMBER AND
SIZE OF CONTRACTS; THE TIMING OF CONTRACT AWARDS; WORK PERFORMANCE AND CUSTOMER
RESPONSE; THE IMPACT OF COMPETITIVE PRODUCTS AND PRICING; TECHNOLOGICAL
DEVELOPMENTS BY THE COMPANY'S COMPETITORS OR DIFFICULTIES IN THE COMPANY'S
RESEARCH AND DEVELOPMENT EFFORTS; AND OTHER RISKS AS DETAILED IN THE COMPANY'S
SECURITIES AND EXCHANGE COMMISSION FILINGS.

                                       11
<PAGE>


                           PART II - OTHER INFORMATION


Item 1.  Legal Proceedings:
         -----------------

         See the footnotes to the unaudited consolidated financial statements.

Item 2.  Changes in Securities:      None
         ---------------------

Item 3.  Defaults Upon Senior Securities:     None
         -------------------------------

Item 4.  Submission of Matters to a Vote of Security Holders:     None
         ---------------------------------------------------

Item 5.  Other Information:     None
         -----------------

Item 6.  Exhibits and Reports on Form 8-K:
         --------------------------------

         (a) Exhibits:     None

(b)          No reports on Form 8-K were required to be filed for the three
             months ended March 31, 1998.

             The following report on Form 8-K was filed subsequent to
             March 31, 1998:

             April 8, 1998 - Disposition of U.S. Technologies






                                    SIGNATURE


Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                                 STRATEGIC SOLUTIONS GROUP, INC.
                                                 -------------------------------
                                                 (Registrant)

Dated:    August 16, 1999




                                      BY:  /s/ John J. Cadigan
                                           -------------------
                                      John J. Cadigan
                                      President and Chief Executive Officer

                                       12