UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

The Management Network Group, Inc.

(Name of Issuer)

Common Stock, $.005 par value per share

(Title of Class of Securities)

561693 10 2

(CUSIP Number)

Benjamin Keiser

Elutions, Inc.

601 East Twiggs Street

Tampa, Florida 33602

(813) 419-5500

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

May 8, 2014

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rules 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 561693102

CUSIP No. 561693102

CUSIP No. 561693102

CUSIP No. 561693102

CUSIP No. 561693102

CUSIP No. 561693102

Explanatory Note:

Items 3, 5 and 7 of the statement on Schedule 13D originally filed with the Securities and Exchange Commission by Elutions, Inc., Engage Networks, Inc., Astra Family Holdings, LLC, Leventi Irrevocable Trust, William Doucas and Elizabeth Doucas on March 7, 2014, as amended on March 19, 2014 (as amended, the “Schedule 13D”), relating to the common stock, $.005 par value per share (“Common Stock”) of The Management Network Group, Inc. (the “Issuer”), are hereby amended to the extent hereinafter expressly set forth. Unless otherwise indicated, all capitalized terms used herein shall have the meanings given to them in the Schedule 13D.

The agreement among the Reporting Persons relating to the joint filing of this Amendment No. 2 to the Schedule 13D is attached as Exhibit 99.9 hereto.

Item 3 of the Schedule 13D is hereby amended by adding the following paragraphs at the end thereof:

“On May 8, 2014, the Issuer and Elutions entered into Amendment No. 1 to the Investment Agreement (the “Amendment”), pursuant to which the Issuer canceled the previously issued Incentive Warrant and Tracking Warrant and issued to Elutions an Amended and Restated Common Stock Purchase Warrant (Commercial Incentive) and an Amended and Restated Common Stock Purchase Warrant (Tracking), with revised anti-dilution provisions.

Under the economic anti-dilution provisions that were included in the Warrants prior to their amendment on May 8, 2014, the Issuer was deemed to issue shares of Common Stock (which would potentially trigger the anti-dilution provisions in the Warrants) at the time it issued options, warrants or other rights to purchase shares of Common Stock or convertible securities, and at the time it issued convertible securities that were convertible into Common Stock. The Warrants were amended on May 8, 2014 to delete this provision and to also provide that the anti-dilution provisions will not apply to the issuance of Common Stock upon the exercise or conversion of options, warrants or similar rights or convertible securities that are not prohibited from being outstanding by the Investment Agreement, as amended.

In addition, the Amendment also amended the Investment Agreement to provide that prior to the earlier to occur of (i) the exercise or conversion of all of the shares of Common Stock subject to the Warrants and (ii) March 18, 2020, the Issuer and its subsidiaries will not, without the prior written consent of Elutions, issue options, warrants or similar rights or convertible securities, other than with respect to certain excluded issuances specified in the Amendment or pursuant to the Issuer’s stockholder rights plan.

The foregoing description of each of the Amendment, the Amended and Restated Common Stock Purchase Warrant (Tracking) and the Amended and Restated Common Stock Purchase Warrant (Commercial Incentive) is qualified in its entirety by reference to the full text thereof incorporated by reference herein as Exhibit 99.10, Exhibit 99.11 and Exhibit 99.12 respectively.”

Items 5(a), (b) and (c) of the Schedule 13D are hereby deleted and replaced in their entirety with the following:

“(a) and (b)           As of May 19, 2014, Elutions owned the 609,756 Closing Shares and held all of the rights under the Tracking Warrant. Under the definition of “beneficial ownership” as set forth in Rule 13d-3 under the Securities Exchange Act of 1934, as amended, each of the Reporting Persons may be deemed to have shared power to vote, direct the vote, dispose of or direct the disposition of (and therefore beneficially own) the 609,756 Closing Shares and the 996,544 shares of Common Stock subject to the Tracking Warrant. The Closing Shares and the shares subject to the Tracking Warrant represent approximately 16.4% of the outstanding Common Stock of the Issuer, based on 8,791,335 shares of Common Stock outstanding as of May 8, 2013, as disclosed by the Issuer in its Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on May 13, 2014, plus the shares subject to the Tracking Warrant. Accordingly, the percentage of outstanding shares of Common Stock that may be beneficially owned by each Reporting Person is approximately 16.4%.

To the knowledge of the Reporting Persons, none of the Schedule I Persons (other than Elizabeth Doucas and William Doucas as described above) beneficially owns any Common Stock except as set forth on Schedule I attached hereto.

Item 7 of the Schedule 13D is hereby amended and supplemented by adding the following exhibits herewith:

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date:  May 19, 2014 

EXHIBIT INDEX

Exhibit 99.9

Joint Filing Agreement

The undersigned agree that the foregoing Amendment No. 2 to the statement on Schedule 13D, dated May 19, 2014, is being filed with the Securities and Exchange Commission on behalf of each of the undersigned pursuant to Rule 13d-1(k).

Dated: May 19, 2014