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

                                   FORM 10-QSB

              [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                  For the quarterly period ended March 31, 2005
                                       OR
                  [ ] TRANSITION REPORT PURSUANT TO SECTION 13
                 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
           For the transition period from ____________ to ____________



                    CONSORTIUM SERVICE MANAGEMENT GROUP, INC.
             (Exact name of registrant as specified in its charter)

      Texas                             0-27359                      74-2653437
      -----                             -------                      ----------
    (state of                  (Commission File Number)            (IRS Employer
 incorporation) I.D. Number)

                   501 North Shoreline Drive, Suite 701 North
                            Corpus Christi, TX 78471
                                 (301) 887-7546
              ----------------------------------------------------
             (Address and telephone number of registrant's principal
               executive offices and principal place of business)


       Securities registered under Section 12(b) of the Exchange Act: None

         Securities registered under Section 12(g) of the Exchange Act:
                         Common Stock, $0.001 par value
                         ------------------------------
                                (Title of Class)

     Check  whether  the issuer (1) filed all  reports  required  to be filed by
Section 13 or 15(d) of the  Exchange  Act of 1934  during the past 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 [ ]

     As of May 11,  2005,  the  Company had  25,339,406  shares of its $.001 par
value common stock issued and outstanding.

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


<PAGE>


                                TABLE OF CONTENTS
                                                                           Page
                                                                           ----

PART I - FINANCIAL INFORMATION                                               3

Item 1.  Financial Statements                                                3

Item 2.  Management's Discussion and Analysis or Plan of Operation           9

Item 3.  Controls and Procedures                                             13

PART II - OTHER INFORMATION                                                  13

Item 6.  Exhibits and Reports on Form 8-K                                    15

SIGNATURES                                                                   17


                                       2
<PAGE>



                         PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

                                                                           Page
                                                                           ----

        Consolidated Balance Sheets March 31, 2005 (Unaudited)
                 and December 31, 2004                                       4
        Consolidated Statement of Operations for the Three-Month
                 Interim Periods Ended March 31, 2005 and 2004 (Unaudited)   6
        Consolidated Statement of Cash Flows for the Three-Month Interim
                 Periods Ended March 31, 2005 and 2004 (Unaudited)           7
        Notes to the Financial Statements                                    8



                                       3
<PAGE>


                    CONSORTIUM SERVICE MANAGEMENT GROUP, INC.
                                AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS

                                     ASSETS

                                            Mar 31,         Dec 31,
                                             2005            2004
                                          -----------    -----------

Current Assets
Cash                                      $   257,211    $    88,908
                                          -----------    -----------
              Total Current Assets            257,211         88,908


Fixed Assets
Furniture and Equipment                        61,409         61,409
Less Accumulated Depreciation                 (61,409)       (61,409)
                                          -----------    -----------
              Total Fixed Assets                 --             --


Other Assets
Investment - United Engineering Company       203,223        224,134
Investment - CO2 Equipment                  1,544,446      1,470,881
Less Accumulated Depreciation                (123,002)       (96,735)
Deposits                                        2,300           --
CO2 Equipment Patent                            8,000          8,000
Tissue Bonding Patent                         403,381        379,040
Less Accumulated Amortization                 (39,990)       (30,514)
                                          -----------    -----------
              Total Other Assets          $ 1,998,358    $ 1,954,806


              Total Assets                $ 2,255,569    $ 2,043,714
                                          ===========    ===========


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

                                       4
<PAGE>
<TABLE>
<CAPTION>


                    CONSORTIUM SERVICE MANAGEMENT GROUP, INC.
                                AND SUBSIDIARIES

                     CONSOLIDATED BALANCE SHEETS (CONTINUED)

                                   LIABILITIES

                                                          Mar 31, 2005    Dec 31, 2004
                                                          ------------    ------------

Current Liabilities
Accounts Payable                                          $    340,216    $    317,683
Interest Payable                                               796,688         698,602
Payroll Taxes Payable                                           81,003          79,390
Notes Payable to Stockholders                                4,416,208       3,852,564
CO2 Equipment Payable                                          206,749         206,749
Fee Debenture Payable                                             --           126,000
                                                          ------------    ------------
             Total Current Liabilities                       5,840,864       5,280,988


Long Term Liabilities
Long Term Contract IAW                                         300,000         300,000
Fee Debenture Payable                                             --           149,000
                                                          ------------    ------------
             Total Long-Term Liabilities                       300,000         449,000


             Total Liabilities                               6,140,864       5,729,988


Minority Interest in Consolidated Subsidiary                   206,000         206,000


        STOCKHOLDERS' EQUITY

Common stock $.001 par value, 40,000,000 shares
 authorized; 25,027,580 shares issued, 15,027,913
 shares outstanding, 9,918,954 shares subscribed
 at March 31, 2005; and 16,517,580 shares issued,
 13,268,591 shares outstanding, 3,168,276 shares
 subscribed at December 31, 2004                                25,028          16,518
Additional Paid in Capital                                   7,041,499       6,721,052
Less - Common Stock Subscriptions Receivable                    (9,919)         (3,168)
Accumulated Other Comprehensive (Loss)                        (346,624)       (343,027)
Accumulated (Deficit)                                      (10,768,994)    (10,251,364)
Treasury Stock                                                 (32,285)        (32,285)
                                                          ------------    ------------
             Total Stockholders' Equity                     (4,091,295)     (3,892,274)


             Total Liabilities and Stockholders' Equity   $  2,255,569    $  2,043,714
                                                          ============    ============


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

                                       5
<PAGE>






                    CONSORTIUM SERVICE MANAGEMENT GROUP, INC.
                                AND SUBSIDIARIES

                      CONSOLIDATED STATEMENT OF OPERATIONS

                                                        Jan 1, 2005-    Jan 1, 2004-
                                                        Mar 31, 2005    Mar 31, 2004
                                                        ------------    ------------
<S>                                                     <C>             <C>
Revenues                                                $       --      $       --

General and Administrative Expenses                          453,234         245,774
Funded R & D                                                    --              --
Cost of Funded R & D                                          47,129           2,622
Net R & D Cost                                                47,129           2,622
                                                        ------------    ------------
              Operating (Loss)                              (500,363)       (248,396)

Interest Income                                                   47               3
Interest in Income (Loss) of Unconsolidated Companies        (17,314)        (21,146)
                                                        ------------    ------------
              (Loss) from Continuing Operations             (517,630)       (269,539)

Income Taxes                                                    --              --
              Net (Loss)                                $   (517,630)   $   (269,539)
                                                        ============    ============

Net (Loss) Per Share Common Stock                              (0.04)          (0.03)
Weighted Average Common Shares Outstanding                14,213,131       9,115,411
</TABLE>



Basic and diluted  earnings  (loss) per share are the same.  The  corporation is
reporting  a net loss for the  reporting  periods and any  potentially  dilutive
securities are antidilutive (reduce net loss) and therefore not presented.



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


                                       6
<PAGE>
<TABLE>
<CAPTION>


                    CONSORTIUM SERVICE MANAGEMENT GROUP, INC.
                                AND SUBSIDIARIES

                      CONSOLIDATED STATEMENT OF CASH FLOWS

                                                                    Jan 1, 2005-    Jan 1, 2004-
                                                                    Mar 31, 2005    Mar 31, 2004
                                                                    ------------    ------------
<S>                                                                 <C>             <C>
Cash Flows from Operating Activities
Net (Loss)                                                          $   (517,630)   $   (269,539)
Equity Loss from Investee                                                 17,314          21,146
Depreciation and Amortization                                             35,742           4,428
Pay Fee Debenture                                                       (275,000)           --
Services for Common Stock                                                  6,500            --
Increase (Decrease) Current Liabilities                                   24,146         (74,987)
Increase Accrued Interest                                                 98,086         178,935
                                                                    ------------    ------------
              Net Cash provided by (used in) Operating Activities       (610,842)       (140,017)


Cash Flows from Investing Activities
Deposits                                                                  (2,300)           --
Purchase Equipment and Patent                                            (97,907)           (717)
                                                                    ------------    ------------
              Net Cash (used in) Investing Activities                   (100,207)           (717)


Cash Flows from Financing Activities
Increase Notes Payable                                                   563,645         102,039
Increase Stock Issue                                                     315,707          25,312
                                                                    ------------    ------------
              Net Cash provided by Financing Activities                  879,352         127,351


Net Increase (Decrease) in Cash and Cash Equivalents                     168,303         (13,383)

Cash and Cash Equivalents at Beginning of Period                          88,908          13,118
                                                                    ------------    ------------
Cash and Cash Equivalents at End of Period                          $    257,211    $       (265)
                                                                    ============    ============
</TABLE>

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


                                       7
<PAGE>

                    CONSORTIUM SERVICE MANAGEMENT GROUP, INC.
                                AND SUBSIDIARIES
                          NOTES TO FINANCIAL STATEMENTS
                        MARCH 31, 2005, DECEMBER 31, 2004

                                     NOTE 1
                              BASIS OF PRESENTATION

The accompanying  unaudited interim consolidated  financial statements have been
prepared  in  accordance  with  standards  established  by  the  Public  Company
Accounting Oversight Board (United States). Accordingly, they do not include all
of the  information  and  footnotes  required by generally  accepted  accounting
principles for complete financial statements. In the opinion of management,  all
adjustments  considered  necessary for a fair  presentation  have been included.
Operating  results  for the three  month  period  ending  March 31, 2005 are not
necessarily  indicative  of the results  that may be expected for the year ended
December  31,  2005.  For  further  information,  refer  to the  audited  annual
consolidated  financial  statements  and  footnotes  thereto  for the year ended
December 31, 2004.

                                     NOTE 2
                                  GOING CONCERN

The Company's financial statements have been presented on the basis that it is a
going concern, which contemplates the realization of assets and the satisfaction
of liabilities in the normal course of business. The Company incurred a net loss
of  $(517,630)  for the three months ended March 31, 2005 and when combined with
prior year net losses raises  substantial  doubt as to the Company's  ability to
obtain debt and/or equity financing and achieve profitable operations.

The Company's  management  intends to raise  additional  operating funds through
equity and/or debt offerings and the development and marketing of  technologies.
However,  there  can  be no  assurance  management  will  be  successful  in its
endeavors.  The possible  consequences of not obtaining  additional funds either
through equity offerings,  debt offerings, or sale of technologies is that there
will not be sufficient money to fund the capital projects  required to earn long
term planned revenues of the company.

The  Company's  ability to continue as a going  concern also involves the carbon
dioxide  separator  equipment  which  is  currently  inactive  due  to  possible
technical problems as stated in Note 1 under Significant  Accounting Policies on
the December 31, 2004 audited  annual  consolidated  financial  statements.  The
technology  has been  successfully  installed  on similar  equipment  in Eastern
Europe and with management  continually monitoring the CO2 project the equipment
is being carried at its original cost less normal  depreciation  with  projected
cash flows still  considered  adequate  to recover the net book value  including
upgrades if the equipment becomes  operational.  It is unclear if this equipment
is within specification and if not additional upgrades estimated to cost between
$200,000 to $300,000  would be required,  however,  with no prior  production at
Chastang there is no assurance that this will be successful.

                                     NOTE 3
                    INCOME (LOSS) FROM UNCONSOLIDATED COMPANY

The  Company's  33%  owned  subsidiary  United  Engineering  Company,  a Ukraine
company, reported the following sales, gross profits and net (loses):

                               Jan 1, 2005-          Jan 1, 2004-
                               Mar 31, 2005          Mar 31, 2004
                               ------------          ------------
Sales                              $ 80,598             $ 203,243
Gross Profit                           (644)                  982
Net (Loss)                          (51,993)              (63,500)
CSMG's 1/3 Share                    (17,314)              (21,146)




                                       8
<PAGE>






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

       The following  discussion and analysis should be read in conjunction with
the financial  statements and the accompanying notes thereto and is qualified in
its  entirety  by the  foregoing  and by  more  detailed  financial  information
appearing elsewhere. See "Item 1. Financial Statements."

       Results of  Operations - First  Quarter of 2005 Compared to First Quarter
       -------------------------------------------------------------------------
       of 2004
       -------

       We had no revenues in either Q1 2005 or Q1 2004.

       General and  administrative  expenses increased by $207,460 or 84 percent
during Q1 2005 as compared with  operating  expenses  during Q1 2004.  Operating
expenses were $453,234 in Q1 2005 and were $245,774 in Q1 2004.  The increase is
attributable primarily to an increase in tissue welding research and development
costs, salaries for new corporate officers, legal expense, depreciation expense,
and expense for the Chastang landfill project.

       We had a net loss from operations of $500,363 for Q1 2005, double the net
loss of $248,396 for Q1 2004.

       We accrued a loss in Q1 2005 of $17,314 from our joint venture in Ukraine
with United  Engineering  Company,  as compared  with a net loss of $21,146 from
this activity in Q1 2004.

       Altogether,  we  reported a net loss in Q1 2005 of  $517,630,  or $0.04 a
share, compared with a net loss in Q1 2004 of $269,539 or $0.03 a share.

       We were able to remain liquid during this quarter through (1) an increase
in notes  payable of $563,645,  (2) an increase in accrued  interest of $98,086,
and (3) the sale of $315,707 of common stock.

       On March 29,  2004,  we entered  into an Equity Line of Credit  Agreement
with Cornell Capital  Partners.  Under this agreement,  we may issue and sell to
Cornell  Capital  Partners  common stock for a total purchase price of up to $10
million.  Subject to certain  conditions,  we are  entitled  to draw down on the
Equity Line of Credit  provided  the common  stock to be issued under the Equity
Line of Credit is registered with the Securities and Exchange  Commission.  This
has been  done.  The  purchase  price for the shares is equal to 95% of, or a 5%
discount to, the market price,  which is defined as the lowest closing bid price
of the common stock during the five trading days  following  the notice date. We
have the right,  but not the obligation,  to require Cornell Capital to purchase
shares in the company's  common stock in amounts not to exceed $140,000 per draw
up to a  maximum  of  $420,000  per  month  with a total of $10  million  over a
consecutive  24-month period.  Cornell Capital Partners received a fee debenture
of $390,000,  in the form of  convertible  debentures.  Cornell also  received a
$10,000 legal fee. Cornell Capital Partners is entitled to retain a fee of 5% of
each  advance.  The net effect of the 5% discount  and the 5%  retainage of each


                                       9
<PAGE>

advance is that  Cornell  Capital  Partners  shall pay 90.25% of the  applicable
closing bid price for each share of our common  stock.  In addition,  we entered
into a  placement  agent  agreement  with  Newbridge  Securities,  a  registered
broker-dealer.  Pursuant to the placement  agent  agreement,  we paid a one-time
placement  agent fee in shares of common  stock equal to  approximately  $10,000
based on the stock price on the date we agreed to engage the placement agent.

       We  received  $1,000,000  under a loan  agreement  with  Cornell in July,
August and  December  2004 which is being repaid at the rate of $25,000 per week
through the Cornell Equity Line of Credit Agreement.  These funds are being used
for operations of the parent and subsidiaries. In addition we converted $390,000
of outstanding investor loans to restricted 144 stock.

       As of March 31,  2005 we have sold  4,207,827  shares of common  stock to
Cornell  Capital for $1,800,000  pursuant to the Equity Line of Credit.  We have
escrowed  9,918,954  shares with  Cornell's  escrow agent to use as repayment of
current credit line balance and future credit line use.

       Outlook
       -------

       The  statements  made in this  Outlook  are  based on  current  plans and
expectations. These statements are forward-looking,  and actual results may vary
considerably from those that are planned.

       We are  optimistic  for our  future,  particularly  with regard to all of
2005.  The status of our CO2 separator  project in Chastang  County,  Alabama is
that the installation  was completed  during March 2003.  Start-up and equipment
adjustment  were  delayed  while  waiting for the landfill gas owner to complete
installation  of the  end-user  pipeline  and  gas  metering  system.  This  was
installed  near the end of March  just as our  Ukraine  supervisory  team had to
return to Ukraine. In addition, the landfill gas quality was well below expected
levels and required  repairs to the gas  gathering  system to reduce air intake.
The landfill gas owner  coordinated  and completed these repairs during the next
few  weeks,  finishing  toward  the end of May.  The  Ukraine  supervisory  team
returned in early June to oversee  service,  start-up and adjust the  equipment.
Poor weather caused some delays but this was completed in about two weeks. As we
prepared to begin start-up operations and equipment adjustment, Waste Management
Inc.  ("WMC",  the  operator  of  the  landfill)  ordered  Resource   Technology
Corporation  "RTC" (the holder of the gas  ownership  contract) off the landfill
and contended that our CO2 separator  equipment  produces methane gas that fails
to meet gas quality specifications and that, therefore, the agreement to buy the
gas is terminated.  This  contention is now being  litigated in RTC's chapter 11
reorganization proceeding. It is possible that our gas collection and conversion
systems  could be  determined  to be out of  specifications  thus  necessitating
installing  upgrades  estimated to cost between  $200,000 and $300,000 to enable
the equipment to meet the gas quality requirements.  Currently the Company has a
caretaker at the landfill to maintain the  equipment.  If  additional  funds are
required to upgrade the system the  possibility  remains  that the process  will
still not meet the Mobile Gas  specifications  and if so it will be necessary to
move the equipment from the Chastang  landfill.  Should this occur it is unclear
if any future carbon  dioxide  projects will be possible and if so the continued
existence of the Company will depend on live tissue  bonding and anaerobic  farm
waste technology sales.


                                       10
<PAGE>


       The status of our tissue  bonding  project is that we have completed more
than 2,000 human  surgeries in Ukraine  clinical  trials and continue to develop
new methods of surgical procedures and tools. We have started the development of
equipment from prototype  model to a commercial  model.  The equipment bonds the
soft  biological  tissue  with a  special  miniature  surgical  tool.  No glues,
sutures, staples or other foreign matter are used. The process is best described
as a welding process.  The scar tissue is either minimal or non-existent.  Tests
conducted in Louisville, Kentucky by U.S. surgeons on rabbits' stomachs resulted
in scar tissue only forty microns wide six months after surgery. It appears that
the Ukraine scientists have developed a superior,  all-purpose,  seamless method
of bonding soft  biological  tissues,  which method is  characterized  by simple
manipulation   applicable  to  different   surgical   operations  and  the  fast
restoration of tissues without the formation of coarse scars.  Apparently  there
is no need for prolonged special training of surgeons and surgical personnel.

       The Ukraine prototype for the equipment was successfully  demonstrated to
physicians  and surgeons in the U.S. in June 1996 on the blood  vessels,  nerves
and  stomachs of rats and  rabbits.  Additional,  subsequent  demonstrations  on
animals were  performed  in Ukraine by Ukraine  surgeons  with U.S.  surgeons in
attendance.  In 1998 the U.S. surgeons performed  successful tests on animals in
Louisville,  Kentucky.  Testing on humans in Ukraine began in mid-year 1998. One
patient  had a blood  vessel  welded,  and the other  patient  had a torn uterus
repaired  using  minimally  invasive  surgery  tools.  According  to the Ukraine
doctors,  both  patients  recovered in the normal amount of healing time without
side effects.

       E.O. Paton Institute of Electric  Welding of the Ukraine National Academy
of  Sciences  and   International   Association   of  Welding   filed  U.S.  and
international  patent applications on the process in February 1999. An Australia
patent  has been  issued,  but no other  patents  have been  issued.  We own the
technology  and have been assigned the  exclusive  world rights of the patents -
should they be issued. See Exhibit 10.3 filed as part of our Form 10-SB.

       We have  submitted no  applications,  requests or testing  results to the
Federal Drug  Administration.  We have not marketed the bonding equipment in the
Ukraine or any other non-U.S. country and have no plans at this time to do this.
Our plans are to  manufacture  prototypes  only in  Ukraine  and to set up fully
controlled  clinical trials in Ukraine for comprehensive human testing. We began
this  clinical  work in May 2000.  To date we have  completed  more  than  2,000
successful human surgeries at Ukraine  hospitals.  We are currently  negotiating
with a group of private  investors  who are familiar  with our company for these
funds.

       In 2002 we formed  Live Tissue  Connect,  Inc.,  a Delaware  corporation,
through  which we propose to develop our Tissue  Bonding  technology.  We own 86
percent of Live Tissue Connect, Inc.

       We estimate that in excess of $2 million have been expended in developing
the project and that $2.5 million of additional  funds must be expended to bring
this product to market.  We estimate that the first  surgical  equipment will be
manufactured  in the U.S.  during  the next 12 months  now that the U.S.  patent
applications are approved and patents are issued.


                                       11
<PAGE>


       This  project  is  still  in  the  development  stage,  even  though  the
Ukrainians have created a finished product in their special  miniature  surgical
tool.  Improvements  in the tool are  possible,  and  testing on live  tissue of
humans to U.S.  testing  standards  is  required.  Approval  of the  process and
equipment by the Federal Drug Administration is required.

         With regard to our farm waste anaerobic project, we expect contracts to
be executed during 2005. We have met resistance from swine, dairy and poultry
farmers in our efforts to sell our farm waste anaerobic plant, due to the long
period of time required for small farms to recover the costs of the plant and
due to falling producer prices in these industries. Our efforts at this time are
concentrated on building a demonstration plant with Poultry Growers of Oklahoma.
The growers are working with the Oklahoma Agriculture Commission in coordination
with Anaerobic Farm Waste, Inc. for a loan grant to do an engineering and
marketing feasibility study of building a plant in Southeast Oklahoma. Also, we
have retained a Native American consultant to negotiate an arrangement with the
Native American tribes for a grant from the U.S. Corps of Engineers to do a
feasibility study for building an anaerobic plant in Northeastern Oklahoma. The
resolution has been drawn but not signed as of this date.

       The company's future results of operations and the other  forward-looking
statements   contained   in  this   Outlook   involve  a  number  of  risks  and
uncertainties.  Among the  factors  that could  cause  actual  results to differ
materially  are  the  following:  inability  of the  company  to  obtain  needed
additional  capital,  loss of personnel - particularly  Chief Executive  Officer
Donald S. Robbins,  Executive Vice President  Herman Hohauser or Chief Financial
Officer  K.  Bruce  Jones - as a  result  of  accident  or for  health  reasons,
interruptions  in the supply of equipment from  manufacturers  of the equipment,
the development of competing products by  well-capitalized  competitors,  and an
accident  involving  life or serious  bodily harm that fairly or unfairly  would
bring into question the safety of using the company's products.

Off-Balance Sheet Arrangements

       Our company  has not entered  into any  transaction,  agreement  or other
contractual  arrangement  with an entity  unconsolidated  with us under which we
have

o      an obligation under a guarantee contract,
o      a  retained  or  contingent   interest  in  assets   transferred  to  the
       unconsolidated  entity or  similar  arrangement  that  serves as  credit,
       liquidity or market risk support to such entity for such assets,
o      any obligation,  including a contingent obligation, under a contract that
       would be accounted for as a derivative instrument, or
o      any  obligation,  including  a  contingent  obligation,  arising out of a
       variable  interest  in an  unconsolidated  entity  that is held by us and
       material to us where such entity provides  financing,  liquidity,  market
       risk or credit  risk  support  to, or  engages  in  leasing,  hedging  or
       research and development services with us.


                                       12
<PAGE>


Item 3. Controls and Procedures

       Evaluation  of  disclosure   controls  and   procedures.   The  Company's
management,  with the participation of the Company's Chief Executive Officer and
Chief  Financial  Officer,  has  evaluated  the  effectiveness  of the Company's
disclosure  controls  and  procedures  as of  March  31,  2005.  Based  on  this
evaluation,  the Company's Chief Executive  Officer and Chief Financial  Officer
concluded that the Company's disclosure controls and procedures are effective.

                           PART II - OTHER INFORMATION

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds


       Set forth below are the sales of our common  stock since  January 1, 2005
in  transactions  exempt  from  registration   pursuant  to  the  provisions  of
Regulation D, Rule 506

 ------------ ----------------- -------- --------- -----------------------------
                                No. of   Price     Type of
 Date         Person            Shares   Per Share Consideration
 ------------ ----------------- -------- --------- -----------------------------
 ------------ ----------------- -------- --------- -----------------------------
 02-02-05     Anthony Stewart     3,000  $0.18     Services for loan
 ------------ ----------------- -------- --------- -----------------------------
 02-02-05     Carl Pojezny        2,000  $0.18     Services for arranging loan
 ------------ ----------------- -------- --------- -----------------------------
 02-02-05     Patty Coursey       5,000  $0.18     Services for loan
 ------------ ----------------- -------- --------- -----------------------------
 ------------ ----------------- -------- --------- -----------------------------

       All of the  persons  purchasing  shares of  common  stock  were  known to
management,  they were all  accredited  investors and had access to all material
information concerning the issuer.

Item 6. Exhibits and Reports on Form 8-K

       (a)    Exhibits

       The following exhibits are filed, by incorporation by reference,  as part
of this Form 10-QSB:

  Exhibit No.                                 Description

       3      -      Amended  and   Restated   Articles  of   Incorporation   of
                     Consortium Service Management Group, Inc.*

       3.1    -      Bylaws of Consortium Service Management Group, Inc.*

       10     -      Founders' Agreement of United Engineering Company*

       10.1   -      Statutes (Bylaws) of United Engineering Company*


                                       13
<PAGE>


       10.2   -      Agreement  of April 24,  1996  between  Consortium  Service
                     Management  Group,  Inc. and The L Group,  Inc.  concerning
                     tissue bonding technology* (rescinded in January 2000)

       10.3   -      Agreement  of  July  9,  1996  between  Consortium  Service
                     Management Group, Inc. and International Welding concerning
                     tissue bonding technology*

       10.4   -      Agreement among Consortium  Service Management Group, Inc.,
                     United  Engineering  Company  and  Ivan V.  Semenenko,  the
                     inventor of the anaerobic farm waste technology*

       10.5   -      Agreement  of  June  9,  1998  among   Consortium   Service
                     Management  Group,  Inc., The Sumy Frunze Machine  Building
                     Science and Production Association,  and United Engineering
                     Company concerning the anaerobic farm waste technology*

       10.6   -      Agreement between Consortium Service Management Group, Inc.
                     and Western Waste Management, Inc. concerning the anaerobic
                     farm waste technology*

       10.7   -     Agreement between Consortium Service Management Group, Inc.
                     and  Aardema  Dairy  concerning  the  anaerobic  farm waste
                     technology*

       10.8   -      Agreement between Consortium Service Management Group, Inc.
                     and John and Ruth Beukers  concerning  the  anaerobic  farm
                     waste technology*

       10.9   -      Agreement of December  1998 between  International  Welding
                     Association  of  Kiev,   Ukraine  and  Consortium   Service
                     Management  Group,  Inc.   concerning  the  carbon  dioxide
                     separator technology*

       10.10  -      Operating  Agreement  of June 14, 2001  between  Consortium
                     Service  Management  Group,  Inc. and  Resource  Technology
                     Corporation***

       10.11  -      Contract  Agreement   Effective  August  14,  2000  between
                     Consortium  Service Management  Group/Anaerobic  Farm Waste
                     Co. and Rondeau Anaerobic***

       10.12  -      Contract IAW-USA  002-PR-19.04.2000  between  International
                     Association  Welding,  Kiev and E.O. Paton Electric Welding
                     Institute  National  Academy Science Ukraine and Consortium
                     Service Management Group, Inc.***


                                       14
<PAGE>


       10.13  -      Contract IAW-USA  003-PR-19.04.2000  between  International
                     Association  Welding,  Kiev and E.O. Paton Electric Welding
                     Institute  National  Academy Science Ukraine and Consortium
                     Service Management Group, Inc.***

       10.14  -      Contract IAW-USA  004-PR-19.04.2000  between  International
                     Association  Welding,  Kiev and E.O. Paton Electric Welding
                     Institute  National  Academy Science Ukraine and Consortium
                     Service Management Group, Inc.***

       10.15  -      Contract IAW-USA  005-PR-19.04.2000  between  International
                     Association  Welding,  Kiev and E.O. Paton Electric Welding
                     Institute  National  Academy Science Ukraine and Consortium
                     Service Management Group, Inc.***

       10.16  -      Contract IAW-USA  006-PR-19.04.2000  between  International
                     Association  Welding,  Kiev and E.O. Paton Electric Welding
                     Institute  National  Academy Science Ukraine and Consortium
                     Service Management Group, Inc.***

       10.17  -      Contract IAW-USA  007-PR-19.04.2000  between  International
                     Association  Welding,  Kiev and E.O. Paton Electric Welding
                     Institute  National  Academy Science Ukraine and Consortium
                     Service Management Group, Inc.***

       10.18  -      Contract IAW-USA 008-PR between  International  Association
                     Welding,  Kiev,  Ukraine and Consortium  Service Management
                     Group, Inc.***

       10.19  -      Natural Gas  Purchase  Agreement  of June 20, 2000  between
                     Texas Energy Transfer Company, Ltd. and Resource Technology
                     Corp.****

       10.20  -     Agency  Agreement  between Joint Stock Company "Sumy Frunze
                     Machine-Building  Science and  Production  Association"  of
                     Ukraine and Consortium Service Management Group, Inc.+


                                       15
<PAGE>


       10.21  -      2003 Stock Option Plan adopted by the board of directors of
                     Consortium Service Management Group, Inc.++

       10.22  -      Joint  Development and Exclusive License Agreement of March
                     8, 2005  between  Live  Tissue  Connect,  Inc.  and  ConMed
                     Corporation.+*

       10.23  -      Standby  Equity  Distribution  Agreement  of March __, 2004
                     between Cornell Capital Partners, LP and Consortium Service
                     Management Group, Inc.++*

       14     -      Code of Ethics for the Chief  Executive  Officer and Senior
                     Financial Officers.++*

       16     -      Letter  dated  January 29,  2000 from Jaak (Jack)  Olesk to
                     Consortium  Service  Management Group, Inc. Re: Termination
                     as Auditor**

       31     -      Certification  of Chief  Executive  Officer  pursuant to 18
                     U.S.C.  Section 1350, as adopted pursuant to Section 302 of
                     the Sarbanes-Oxley Act of 2002.

       31.1   -      Certification  of Chief  Financial  Officer  pursuant to 18
                     U.S.C.  Section 1350, as adopted pursuant to Section 302 of
                     the Sarbanes-Oxley Act of 2002.

       32     -      Certification  of Chief  Executive  Officer  pursuant to 18
                     U.S.C.  Section 1350, as adopted pursuant to Section 906 of
                     the Sarbanes-Oxley Act of 2002.

       32.1   -      Certification  of Chief  Financial  Officer  pursuant to 18
                     U.S.C.  Section 1350, as adopted pursuant to Section 906 of
                     the Sarbanes-Oxley Act of 2002.

       99     -      Ukraine Ministry of Health,  State Department,  Certificate
                     of State Registration No. 1105-193***

       99.1   -      Extract of U.S. Patent No. 6,562,037 May 13, 2003.+++

       99.2   -      Extract of U.S. Patent No. 6,733,498 May 11, 2004.+++


       *Previously   filed  with  Form  10-SB;   Commission   File  No.  0-27359
       incorporated herein.

       **Previously  filed with Amendment No. 1 to Form 10-SB;  Commission  File
       No. 0-27359 incorporated herein.


                                       16
<PAGE>


       ***Previously  filed with Amendment No. 2 to Form 10-SB;  Commission File
       No. 0-27359 incorporated herein.

       ****Previously  filed with  Amendment No. 1 to Form 10-QSB for the period
       ended  September  30,  2002;  Commission  File No.  0-27359  incorporated
       herein.

       +Previously  filed with Form 10-KSB for the year ended December 31, 2002;
       Commission File No. 0-27359 incorporated herein.

       ++Previously  filed with  Amendment  No. 1 to Form  10-QSB for the period
       ended March 31, 2003; Commission File No. 0-27359 incorporated herein.

       +++Previously  filed with Form 10-QSB for the period ended June 30, 2004;
       Commission File No. 0-27359 incorporated herein.

       +*Previously  filed with Form 8-K (Date of Report  March 8,  2005)  filed
       03-09-05, Commission File No. 0-27359 incorporated herein.

       ++*Previously  filed  with  Form  10-KSB  for the  year  ended  12-31-04,
       Commission File No. 0-27359 incorporated herein.



                                   SIGNATURES

In accordance with the  requirements of the Exchange Act, the registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.

Dated:  May 16,  2005                          CONSORTIUM SERVICE MANAGEMENT
                                                        GROUP, INC.


                                                        /s/ Donald S. Robbins
                                               By_______________________________
                                                    Donald S. Robbins, President


                                       17
<PAGE>



                    CONSORTIUM SERVICE MANAGEMENT GROUP, INC.
                         Commission File Number 0-27359


                              Index to Exhibits to
                              Form 10-QSB 03-31-05

       The following exhibits are filed, by incorporation by reference,  as part
of this Form 10-QSB:

  Exhibit No.                                 Description

       3      -      Amended  and   Restated   Articles  of   Incorporation   of
                     Consortium Service Management Group, Inc.*

       3.1    -      Bylaws of Consortium Service Management Group, Inc.*

       10     -      Founders' Agreement of United Engineering Company*

       10.1   -      Statutes (Bylaws) of United Engineering Company*

       10.2   -      Agreement  of April 24,  1996  between  Consortium  Service
                     Management  Group,  Inc. and The L Group,  Inc.  concerning
                     tissue bonding technology* (rescinded in January 2000)

       10.3   -      Agreement  of  July  9,  1996  between  Consortium  Service
                     Management Group, Inc. and International Welding concerning
                     tissue bonding technology*

       10.4   -      Agreement among Consortium  Service Management Group, Inc.,
                     United  Engineering  Company  and  Ivan V.  Semenenko,  the
                     inventor of the anaerobic farm waste technology*

       10.5   -      Agreement  of  June  9,  1998  among   Consortium   Service
                     Management  Group,  Inc., The Sumy Frunze Machine  Building
                     Science and Production Association,  and United Engineering
                     Company concerning the anaerobic farm waste technology*

       10.6   -      Agreement between Consortium Service Management Group, Inc.
                     and Western Waste Management, Inc. concerning the anaerobic
                     farm waste technology*


                                       1
<PAGE>


       10.7   -     Agreement between Consortium Service Management Group, Inc.
                     and  Aardema  Dairy  concerning  the  anaerobic  farm waste
                     technology*

       10.8   -      Agreement between Consortium Service Management Group, Inc.
                     and John and Ruth Beukers  concerning  the  anaerobic  farm
                     waste technology*

       10.9   -      Agreement of December  1998 between  International  Welding
                     Association  of  Kiev,   Ukraine  and  Consortium   Service
                     Management  Group,  Inc.   concerning  the  carbon  dioxide
                     separator technology*

       10.10  -      Operating  Agreement  of June 14, 2001  between  Consortium
                     Service  Management  Group,  Inc. and  Resource  Technology
                     Corporation***

       10.11  -      Contract  Agreement   Effective  August  14,  2000  between
                     Consortium  Service Management  Group/Anaerobic  Farm Waste
                     Co. and Rondeau Anaerobic***

       10.12  -      Contract IAW-USA  002-PR-19.04.2000  between  International
                     Association  Welding,  Kiev and E.O. Paton Electric Welding
                     Institute  National  Academy Science Ukraine and Consortium
                     Service Management Group, Inc.***

       10.13  -      Contract IAW-USA  003-PR-19.04.2000  between  International
                     Association  Welding,  Kiev and E.O. Paton Electric Welding
                     Institute  National  Academy Science Ukraine and Consortium
                     Service Management Group, Inc.***

       10.14  -      Contract IAW-USA  004-PR-19.04.2000  between  International
                     Association  Welding,  Kiev and E.O. Paton Electric Welding
                     Institute  National  Academy Science Ukraine and Consortium
                     Service Management Group, Inc.***

       10.15  -      Contract IAW-USA  005-PR-19.04.2000  between  International
                     Association  Welding,  Kiev and E.O. Paton Electric Welding
                     Institute  National  Academy Science Ukraine and Consortium
                     Service Management Group, Inc.***


                                       2
<PAGE>


       10.16  -      Contract IAW-USA  006-PR-19.04.2000  between  International
                     Association  Welding,  Kiev and E.O. Paton Electric Welding
                     Institute  National  Academy Science Ukraine and Consortium
                     Service Management Group, Inc.***

       10.17  -      Contract IAW-USA  007-PR-19.04.2000  between  International
                     Association  Welding,  Kiev and E.O. Paton Electric Welding
                     Institute  National  Academy Science Ukraine and Consortium
                     Service Management Group, Inc.***

       10.18  -      Contract IAW-USA 008-PR between  International  Association
                     Welding,  Kiev,  Ukraine and Consortium  Service Management
                     Group, Inc.***

       10.19  -      Natural Gas  Purchase  Agreement  of June 20, 2000  between
                     Texas Energy Transfer Company, Ltd. and Resource Technology
                     Corp.****

       10.20  -     Agency  Agreement  between Joint Stock Company "Sumy Frunze
                     Machine-Building  Science and  Production  Association"  of
                     Ukraine and Consortium Service Management Group, Inc.+

       10.21  -      2003 Stock Option Plan adopted by the board of directors of
                     Consortium Service Management Group, Inc.++

       10.22  -      Joint  Development and Exclusive License Agreement of March
                     8, 2005  between  Live  Tissue  Connect,  Inc.  and  ConMed
                     Corporation.+*

       10.23  -      Standby  Equity  Distribution  Agreement  of March __, 2004
                     between Cornell Capital Partners, LP and Consortium Service
                     Management Group, Inc.++*

       14     -      Code of Ethics for the Chief  Executive  Officer and Senior
                     Financial Officers.++*

       16     -      Letter  dated  January 29,  2000 from Jaak (Jack)  Olesk to
                     Consortium  Service  Management Group, Inc. Re: Termination
                     as Auditor**

       31     -      Certification  of Chief  Executive  Officer  pursuant to 18
                     U.S.C.  Section 1350, as adopted pursuant to Section 302 of
                     the Sarbanes-Oxley Act of 2002.


                                       3
<PAGE>


       31.1   -      Certification  of Chief  Financial  Officer  pursuant to 18
                     U.S.C.  Section 1350, as adopted pursuant to Section 302 of
                     the Sarbanes-Oxley Act of 2002.

       32     -      Certification  of Chief  Executive  Officer  pursuant to 18
                     U.S.C.  Section 1350, as adopted pursuant to Section 906 of
                     the Sarbanes-Oxley Act of 2002.

       32.1   -      Certification  of Chief  Financial  Officer  pursuant to 18
                     U.S.C.  Section 1350, as adopted pursuant to Section 906 of
                     the Sarbanes-Oxley Act of 2002.

       99     -      Ukraine Ministry of Health,  State Department,  Certificate
                     of State Registration No. 1105-193***

       99.1   -      Extract of U.S. Patent No. 6,562,037 May 13, 2003.+++

       99.2   -      Extract of U.S. Patent No. 6,733,498 May 11, 2004.+++


       *Previously   filed  with  Form  10-SB;   Commission   File  No.  0-27359
       incorporated herein.

       **Previously  filed with Amendment No. 1 to Form 10-SB;  Commission  File
       No. 0-27359 incorporated herein.

       ***Previously  filed with Amendment No. 2 to Form 10-SB;  Commission File
       No. 0-27359 incorporated herein.

       ****Previously  filed with  Amendment No. 1 to Form 10-QSB for the period
       ended  September  30,  2002;  Commission  File No.  0-27359  incorporated
       herein.

       +Previously  filed with Form 10-KSB for the year ended December 31, 2002;
       Commission File No. 0-27359 incorporated herein.

       ++Previously  filed with  Amendment  No. 1 to Form  10-QSB for the period
       ended March 31, 2003; Commission File No. 0-27359 incorporated herein.

       +++Previously  filed with Form 10-QSB for the period ended June 30, 2004;
       Commission File No. 0-27359 incorporated herein.

       +*Previously  filed with Form 8-K (Date of Report  March 8,  2005)  filed
       03-09-05, Commission File No. 0-27359 incorporated herein.

       ++*Previously  filed  with  Form  10-KSB  for the  year  ended  12-31-04,
       Commission File No. 0-27359 incorporated herein.


                                       4