<PAGE>   1
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                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

              FORM 10-Q--QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

(Mark One)

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

                  For the quarterly period ended March 31, 2001

                                       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: 333-94755

                         DIGITAL LIGHTHOUSE CORPORATION
             (Exact name of registrant as specified in its charter)


<TABLE>
<S>                                                     <C>
                 DELAWARE                                            84-1334615
(State or other jurisdiction of incorporation)          (I.R.S. Employer Identification No.)
</TABLE>

                          5619 DTC PARKWAY, 12TH FLOOR
                         ENGLEWOOD, COLORADO 80111-3017
                                 (303) 357-3000
          (Address and telephone number of principal executive offices)

     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 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.

(1)      Yes  [X]  No [ ]
(2)      Yes  [X]  No [ ]

On May 14, 2001, 18,387,827 shares of the registrant's Common Stock were
outstanding

================================================================================



<PAGE>   2


                                TABLE OF CONTENTS

<TABLE>
<S>                                                                                                            <C>
                                                PART I FINANCIAL INFORMATION

Item 1.  Financial Statements.

Condensed Consolidated Financial Statements:
Condensed Consolidated Balance Sheets at December 31, 2000 and                                                  1
     March 31, 2001 (Unaudited)............................................................................
Unaudited Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2000 and
March 31, 2001.............................................................................................     2
Unaudited Condensed Consolidated Statement of Stockholders' Equity (Deficit) for the
     Three Months Ended March 31, 2001.....................................................................     3
Unaudited Condensed Consolidated Statements of Cash Flows for the Three Months Ended
     March 31, 2000 and March 31, 2001.....................................................................     4

Notes to Condensed Consolidated Financial Statements.......................................................     5

Item 2.  Management's Discussion and Analysis of Financial Condition and Results of
     Operations............................................................................................    12
Item 3.  Quantitative and Qualitative Disclosures About Market Risk........................................    19


                                                  PART II OTHER INFORMATION

Item 1.  Legal Proceedings.................................................................................    20
Item 2.  Changes in Securities and Use of Proceeds.........................................................    20
Item 3.  Defaults Upon Senior Securities...................................................................    20
Item 4.  Submission of Matters to a Vote of Security Holders...............................................    20
Item 5.  Other Information.................................................................................    20
Item 6.  Exhibits and Reports on Form 8-K..................................................................    20
</TABLE>

        Unless otherwise indicated, all references to "Digital Lighthouse,"
"we," "us" and "our" refer to Digital Lighthouse Corporation, a Delaware
corporation, and our predecessor Colorado corporation. When used in the Report,
the words "intend," "expects," "plans," "estimates," "anticipates," "projects,"
"believes," and similar expressions are intended to identify forward-looking
statements. Specifically, statements included in this Report that are not
historical facts, including statements about our beliefs and expectations about
our business and our industry are forward-looking statements. These statements
are subject to risks and uncertainties that could cause actual results to differ
materially. Forward looking statements included in this Report speak only as of
the date of this Report and we will not revise or update these statements to
reflect events or circumstances after the date of this Report or to reflect the
occurrence of unanticipated events.

        All brand names and trademarks appearing in this filing are the property
of their holders.

<PAGE>   3


ITEM 1. FINANCIAL STATEMENTS

                 DIGITAL LIGHTHOUSE CORPORATION AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
                                                                                   DECEMBER 31,    MARCH 31,
                                                                                       2000          2001
                                                                                   ------------    ---------
                                                                                           (UNAUDITED)
<S>                                                                                <C>             <C>
                                      ASSETS
CURRENT ASSETS:
  Cash and cash equivalents ....................................................   $      3,020    $   3,953
  Investments - available for sale .............................................          4,945           --
  Restricted cash ..............................................................          5,813        5,706
  Receivables, net of allowances of  $261and $1,047 respectively--
    Trade ......................................................................         10,980        8,297
    Unbilled ...................................................................          1,436          408
       Other ...................................................................            120          398
  Related party notes receivable ...............................................            265          365
  Prepaid expenses and other current assets ....................................          1,584        1,389
                                                                                   ------------    ---------
      Total current assets .....................................................         28,163       20,516
PROPERTY AND EQUIPMENT, net of accumulated depreciation of $7,895 and
      $9,077, respectively .....................................................         19,275       18,945
GOODWILL AND OTHER INTANGIBLES, net of amortization of $2,472 and
  $5,505, respectively .........................................................          4,651        4,177
OTHER ASSETS ...................................................................            302          338
                                                                                   ------------    ---------
      Total assets .............................................................   $     52,391    $  43,976
                                                                                   ============    =========

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES:
  Trade accounts payable .......................................................   $      6,478    $   5,431
   Accrued compensation ........................................................          2,530        3,175
  Other accrued liabilities ....................................................          1,123        1,174
   Restructuring costs .........................................................          2,570        4,021
  Customer deposits ............................................................            140           40
  Deferred revenue .............................................................            357          632
  Current portion of notes payable and capital leases ..........................          2,828        2,762
  Related party notes payable ..................................................            198           --
                                                                                   ------------    ---------
      Total current liabilities ................................................          7,874       17,235
  Deferred rent ................................................................            175          162
  Long-term notes payable and capital lease, net of current portion ............          4,004        7,488
                                                                                   ------------    ---------
      Total liabilities ........................................................         20,403       24,885
                                                                                   ------------    ---------
STOCKHOLDERS' EQUITY (DEFICIT):
  Common stock, $.0001 par value, 100,000,000 shares authorized, 18,387,827
       shares issued and outstanding as of December 31, 2000 and March 31,
    2001 .......................................................................              2            2
  Additional paid-in capital ...................................................        114,020      114,020
   Warrants for common stock ...................................................          1,254        1,254
  Accumulated other comprehensive income .......................................            193           --
  Unearned compensation ........................................................         (2,086)      (1,872)
  Accumulated deficit ..........................................................        (81,395)     (94,311)
                                                                                   ------------    ---------
      Total stockholders' equity (deficit) .....................................         31,988       19,091
                                                                                   ------------    ---------
      Total liabilities and stockholders' equity (deficit) .....................   $     52,391    $  43,976
                                                                                   ============    =========
</TABLE>


             The accompanying notes to financial statements are an
          integral part of these condensed consolidated balance sheets.


                                       1
<PAGE>   4


                    DIGITAL LIGHTHOUSE, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)


<TABLE>
<CAPTION>
                                                                     THREE MONTHS ENDED
                                                                         MARCH 31,
                                                                   2000            2001
                                                               ------------    ------------
                                                                        (UNAUDITED)
<S>                                                            <C>             <C>
REVENUE:
   CRM Professional Services ...............................   $      2,735    $      3,890
   CRM Operations ..........................................          5,733           4,289
                                                               ------------    ------------
     Total revenue .........................................          8,468           8,179

DIRECT COST OF SERVICES:
   CRM Professional Services ...............................         (1,221)         (3,122)
   CRM Operations ..........................................         (4,125)         (2,644)
                                                               ------------    ------------
     Total direct cost of services .........................         (5,346)         (5,766)

GROSS PROFIT:
   CRM Professional Services ...............................          1,514             768
   CRM Operations ..........................................          1,608           1,645
                                                               ------------    ------------
     Total gross profit ....................................          3,122           2,413
                                                               ------------    ------------

OPERTAING EXPENSES:
     Selling, general and administrative ...................          6,409           8,871
     Depreciation and amortization .........................          1,030           1,869
        Restructure charge .................................             --           3,800
                                                               ------------    ------------
          Total operating expenses .........................          7,439          14,540
                                                               ------------    ------------

LOSS FROM OPERATIONS .......................................         (4,317)        (12,127)
                                                               ------------    ------------

OTHER (EXPENSES) INCOME:
     Loss on Spider ........................................             --          (1,079)
     Interest income .......................................             64             408
     Interest expense ......................................            (81)           (211)
     Other income (expense) ................................             --              91
                                                               ------------    ------------
NET LOSS ...................................................   $     (4,334)   $    (12,918)
                                                               ============    ============

NET LOSS APPLICABLE TO COMMON
   STOCKHOLDERS:
       Net loss ............................................   $     (4,334)   $    (12,918)
       Accretion of mandatorily redeemable convertible
            preferred stock ................................           (882)             --
       Cumulative dividends to preferred stockholders ......         (1,402)             --
       Guaranteed minimum return on series F preferred stock        (13,366)             --
                                                               ------------    ------------

NET LOSS APPLICABLE TO COMMON
   STOCKHOLDERS ............................................   $    (19,984)   $    (12,918)
                                                               ============    ============

BASIC AND DILUTED NET LOSS PER SHARE .......................   $      (6.06)   $      (0.70)
                                                               ============    ============
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING--
     BASIC AND DILUTED .....................................      3,296,286      18,387,827
                                                               ============    ============
</TABLE>

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


                                       2
<PAGE>   5


                    DIGITAL LIGHTHOUSE, INC. AND SUBSIDIARIES
       CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
                  (AMOUNTS IN THOUSANDS, EXCEPT SHARE AMOUNTS)


<TABLE>
<CAPTION>
                                                                                ACCUMULATED
                                   COMMON STOCK      ADDITIONAL   WARRANTS IN      OTHER
                               --------------------   PAID-IN        COMMON    COMPREHENSIVE     UNEARNED     ACCUMULATED
                                  SHARES    AMOUNT    CAPITAL        STOCK         INCOME      COMPENSATION     DEFICIT     TOTAL
                               -----------  -------  ----------   -----------  -------------   ------------   -----------  --------
<S>                            <C>          <C>      <C>          <C>          <C>             <C>            <C>          <C>
BALANCES, December 31, 2000 ..  18,387,827  $     2  $  114,020   $     1,254  $         193   $     (2,086)  $   (81,395) $ 31,988

  Sale of short term
    securities ...............          --       --          --            --           (193)           214            --        21

  Net loss ...................          --       --          --            --             --             --       (12,918)  (12,918)
                               -----------  -------  ----------   -----------  -------------   ------------   -----------  --------

BALANCES, March 30, 2001
  (unaudited) ................  18,387,827  $     2  $  114,020   $     1,254  $          --   $     (1,872)  $   (94,312) $ 19,091
                               ===========  =======  ==========   ===========  =============   ============   ===========  ========
</TABLE>

             The accompanying notes to financial statements are an
             integral part of this condensed consolidated statement.


                                       3
<PAGE>   6


                 DIGITAL LIGHTHOUSE CORPORATION AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)


<TABLE>
<CAPTION>
                                                                                     THREE MONTHS ENDED
                                                                                          MARCH 31,
                                                                                      2000        2001
                                                                                    --------    --------
                                                                                         (UNAUDITED)
<S>                                                                                 <C>         <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss ........................................................................   $ (4,334)    (12,918)
Adjustments to reconcile net loss to net cash used in operating activities--
     Depreciation and amortization ..............................................      1,030       1,861
     Loss from Spider ...........................................................         --       1,079
     Amortization of warrants ...................................................        426          --
     Discount on short term investments .........................................         --          14
     Restructuring charge .......................................................         --       3,801
     Stock compensation expense .................................................        894         214
     Changes in assets and liabilities--
          Receivables ...........................................................     (2,322)      2,683
          Prepaid and other assets ..............................................     (1,174)        334
          Accounts payable ......................................................      2,458      (1,047)
          Restructuring charge ..................................................         --          --
          Accrued expenses ......................................................     (1,488)     (1,655)
          Other .................................................................          7         (13)
                                                                                    --------    --------
   NET CASH USED IN OPERATING ACTIVITIES ........................................     (4,503)     (5,647)

CASH FLOWS FROM INVESTING ACTIVITIES:
Short term investments ..........................................................         --       4,738
Purchase of property and equipment ..............................................     (1,733)     (1,057)
Restricted cash .................................................................          7         107
Payments made to Spider .........................................................         --      (1,079)
Notes receivables ...............................................................        (25)       (100)
                                                                                    --------    --------
   NET CASH (USED IN) PROVIDED BY INVESTING ACTIVITIES ..........................     (1,751)      2,609

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from initial public offering, net ......................................     47,851          --
Borrowings ......................................................................      2,750       7,666
Repayment of borrowings .........................................................     (3,004)     (4,446)
                                                                                    --------    --------
   NET CASH PROVIDED BY FINANCING ACTIVITIES ....................................     47,597       3,220

NET INCREASE IN CASH AND CASH EQUIVALENTS .......................................     41,343         933
                                                                                    --------    --------
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD ..................................      6,204       3,020
                                                                                    --------    --------
CASH AND CASH EQUIVALENTS, END OF PERIOD ........................................   $ 47,547       3,953
                                                                                    ========    ========


Supplemental disclosures of cash flow information:
Cash paid for interest ..........................................................   $     75    $    211
                                                                                    ========    ========
</TABLE>


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


                                       4
<PAGE>   7



                 DIGITAL LIGHTHOUSE CORPORATION AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


(1) ORGANIZATION AND NATURE OF BUSINESS

         Digital Lighthouse Corporation is a technology integration firm
exclusively focused on designing, building, integrating and operating advanced
Customer Relationship Management (CRM) solutions for its clients. We assist our
clients by enabling the technology and operational support that will identify
and attract customers, initiate and manage the customer relationship and
interactions, and build and nurture customer relationships. Our CRM customers
include Sony, Merrill Lynch, and Salomon Smith Barney among other reputable
firms.

         We assist our clients with developing a holistic solution that
optimizes technology and operations for companies selling or dealing directly
with their customers. We offer Internet Professional and Operational ASP
services that help transform businesses into customer-centric enterprises. We
understand the challenges of companies becoming customer-centric and can provide
specific CRM solutions, as well as complete CRM solutions that help them evolve.

         CRM is an enterprise-wide model that facilitates the establishment and
maintenance of mutually beneficial relationships between a company and its
current and prospective customers. The objective of CRM is to enable a customer
or prospect to efficiently and conveniently interact with a company through
various means including the Internet, telephone, fax, mail, and e-mail. There is
no single piece of technology that covers the CRM business needs and
architecture. Instead, it is the integration of various technologies that is
necessary to create the holistic technological and operational infrastructure
required to support CRM.

         Specifically our CRM service offerings include:

               o   CRM strategy development
               o   Customer knowledge and data analysis
               o   Customer marketing analysis
               o   Content and document management
               o   Customer interaction and transaction systems
               o   Interface design and web development
               o   ASP and hosting services
               o   Customer interaction operations - contact centers (voice,
                   email, co-browse, live chat)

GOING CONCERN ISSUES

         Our business is subject to significant risks and there is substantial
doubt about our ability to continue as a going concern. Our consolidated
financial statements have been


                                       5
<PAGE>   8


prepared assuming that we will continue as a going concern. Our consolidated
financial statements do not include any adjustments relating to the
recoverability and classification of asset carrying amounts or the accumulated
classification of liabilities that might result should we be unable to continue
as a going concern. We have incurred recurring losses from operations and have
an accumulated deficit of approximately $93.0 million for the period from
inception, March 6, 1996, through March 31, 2001. Our achievement of
profitability is dependent upon us raising additional financing to fund
operations. In addition, our ability to achieve profitable operations is subject
to significant risks and uncertainties including, but not limited to, our
success in marketing our services and managing our operations and competitive
factors. There is no guarantee that we will ever achieve profitable operations.
Our operations are also subject to various forms of regulation. All of these
factors raise substantial doubt about our ability to continue as a going
concern. We have been advised by our independent public accountants that if
these contingencies have not been resolved prior to the completion of their
audit of the December 31, 2001 consolidated financial statements, their auditors
report on these consolidated financial statements may be qualified as being
subject to the outcome of these contingencies.

         To date, we have completed various restructuring efforts in order to
reduce our expenses and cash burn rate in order to achieve profitability. These
restructurings include, but are not limited to, the reduction of personnel in
administrative and non-billable positions, consolidating to only one
communication center and slowing costs being spent on other selling, general and
administrative cost activities. In addition, we are working on raising
additional private capital and securing additional bank lines. We also made the
decision to not open the communication center in Yukon, Oklahoma. We are
attempting to sublease our Denver and Yukon communication centers, as well as a
portion of the San Diego location that has been vacated due to this
restructuring. In addition, we are attempting to recover a portion of the
leasehold improvements made to these locations from the sublessor, and
attempting to sell some of the equipment and furniture that exists there. We
cannot assure you that any funds generated from these activities will be
sufficient to meet our obligations as they come due or that our assets can be
liquidated in a price in excess of their carrying value.

(2) INTERIM FINANCIAL DATA

        The condensed consolidated balance sheet as of March 31, 2001, statement
of stockholders' equity (deficit) for the three months ended March 31, 2001 and
the condensed consolidated statements of operations and cash flows for the three
months ended March 31, 2000 and 2001 have been prepared by us without an audit.
In our opinion, all adjustments, consisting of normal recurring adjustments
necessary to present fairly the consolidated financial position, results of
operations and cash flows have been made. The results of operations for this
interim period are not necessarily indicative of the results for the full year.

        The accompanying financial statements should be read with our
consolidated financial statements included in our form 10-K filed with the
Securities and Exchange


                                       6
<PAGE>   9


Commission on April 17, 2001. Certain prior period amounts have been
reclassified to conform to the current period's presentation.

(3) NEW ACCOUNTING STANDARDS

        In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities," which establishes accounting and reporting
standards for derivative instruments and hedging activity. SFAS No. 133, as
amended by SFAS No. 137 in June 1999, is effective for the company for all
periods in fiscal year 2001. SFAS No. 133 requires all derivatives to be
recorded on the balance sheet as either an asset or liability and measured at
their fair value. Changes in the derivative's fair value will be recognized
currently in earnings unless specific hedging accounting criteria are met. SFAS
No. 133 also establishes uniform hedge accounting criteria for all derivatives.
The Company currently does not use any derivative instruments and accordingly
the adoption of SFAS No. 133 did not have any impact on its financial
statements.

In February 2001, the FASB issued a limited revision exposure draft of proposed
Statement of Financial Accounting Standard "Business Combinations and Intangible
Assets - Accounting for Goodwill." The proposed Statement would establish a new
accounting standard for goodwill acquired in a business combination. It would
continue to require recognition of goodwill as an asset but would not permit
amortization of goodwill as currently required by APB Opinion No. 17,
"Intangible Assets." Furthermore, certain intangible assets that are not
separable from goodwill would also not be amortized.

This proposed Statement would establish a new method of testing goodwill for
impairment. It would require that goodwill be separately tested for impairment
using a fair-value based approach. Entities would be required to initially apply
the provisions of this proposed Statement as of the beginning of the first
fiscal quarter following issuance of the final Statement. Those provisions would
apply not only to goodwill arising from acquisitions completed after the
issuance date of the final Statement but also to the unamortized balance of
goodwill at the date of adoption. The Company will determine the impact, if any,
upon the issuance of the final standard.

(4) RESTRUCTURING

        During the first quarter of 2001, we implemented a restructuring plan to
reduce operating expenses in connection with improved efficiencies and
forecasted operating results. We accrued expenses of approximately $3.8 million
related to the restructuring of our organization. We eliminated several
personnel positions as a result of automated processes and duplication of
responsibilities and closed our Denver communications center and ceased
expansion in Yukon, Oklahoma. Approximately $2.4 million is related to severance
costs and approximately $1.4 million is related to discontinued facility usage.
These amounts combined with the restructuring we completed during the third
quarter of 2000 results in the total amount of restructuring charges reflected
as a liability


                                       7
<PAGE>   10


as of March 31, 2001 of approximately $4.0 million. During the first quarter of
2001, we paid approximately $1.8 million and $0.6 million related to severance
costs and facility costs, respectively. Accordingly, the liability for
restructuring costs was reduced by these payments in the first quarter of 2001.


(5) NET LOSS PER SHARE

        Effective March 2, 2000, we amended our Certificate of Incorporation to
change the automatic conversion of our preferred stock (other than our series A
preferred stock) to provide that all such preferred stock, including unpaid
dividends, automatically converted into common stock on a four for one basis
upon completion of an initial public offering of common stock resulting in
aggregate proceeds to Digital Lighthouse of at least $25 million and a per share
price of at least $10.00.

        Our outstanding preferred stock, including unpaid dividends,
automatically converted to in the aggregate 11,034,615 shares of common stock
upon the completion of our initial public offering on March 24, 2000. Periodic
charges to net loss applicable to common stockholders of $882,000 were
recognized for the period December 31, 1999 through March 24, 2000 to accrete
the value of each series of preferred stock to its liquidation and redemption
value.

         The terms of the series F preferred stock financing provided that we
would issue additional shares upon conversion of the series F preferred stock to
common stock so that the price per share of series F preferred stock would not
exceed one-half of the initial public offering price. As a result, we issued
559,217 additional shares of common stock and recognized a one-time charge of
approximately $13.4 million net loss applicable to common stockholders upon
consummation of our initial public offering.

         Components of our net loss per share of $(0.63) and $(6.06) for the
three months ended March 31, 2001 and 2000 are as follows:


<TABLE>
<CAPTION>
                                                      THREE MONTHS
                                                     ENDED MARCH 31
                                                    2000        2001
                                                  --------    --------
                                                      (UNAUDITED)
<S>                                               <C>         <C>
Net loss ......................................   $  (1.31)   $  (0.63)
Accretion of mandatorily redeemable
     convertible preferred stock ..............      (0.27)         --
Cumulative dividends to preferred
     stockholders .............................      (0.43)         --
Guaranteed minimum return on series F
     preferred stock ..........................      (4.05)         --
                                                  --------    --------
Net loss applicable to common stockholders ....   $  (6.06)   $  (0.63)
                                                  ========    ========
</TABLE>


                                       8
<PAGE>   11


(6) LOSS ON SPIDER

     In October 1999, we spun off the operations of our subsidiary, Spider
     Technologies (Spider) to the existing shareholders of Digital Lighthouse.
     Spider was to be an independently funded and unaffiliated company from
     Digital Lighthouse. The software platform the Spider has developed was also
     included in the spin off. We continue to use this platform in some of our
     clients programs. We continue to support Spider in its operations in
     exchange for the maintenance and further development of its platform as a
     benefit to our company. We expect to continue to support this effort
     through June 2001 at and estimated $100,000 to $200,000 per month through
     this period.

(7) STOCKHOLDERS' EQUITY (DEFICIT)

2000 STOCK INCENTIVE PLAN

        In January 2000, we adopted the 2000 Stock Incentive Plan and reserved
2,750,000 shares of common stock for issuance upon stock grants or exercise of
options granted under this plan. As of March 31, 2001, we had 1,468,050 options
outstanding under this plan. Compensation expense related to these grants and
other grants under our 2000, 1998 and 1997 plans for the three months ended
March 31, 2001 was approximately $218 thousand.

(8) BORROWINGS

        In September 1999, Digital Lighthouse entered into an equipment
facility, which provided for maximum borrowings of approximately $2.5 million to
allow for the purchase of equipment to be used at Digital Lighthouse's
communications center in Kansas. In December 2000, the maximum borrowings on the
equipment facility were increased by $1.5 million. This facility expires on
November 10, 2003 and bears interest at rates ranging from 13.6% to 13.9%. As of
March 31, 2001, $2.5 million was outstanding under this facility. The related
equipment secures the borrowings under the equipment facility.

        In June 2000, we entered into a leasing facility that provides for a
maximum borrowing of up to $10 million. We have drawn a total of $3.1 million
against this facility and have notified the lender that we will not be drawing
any additional amount against this facility. Subsequent to this notification,
the line has been closed to further borrowings. The maturity dates of the draws
range from June 29, 2003 to September 22, 2006, and the interest rates range
from 5.8% to 7.4%. As of March 31, 2001 the amount outstanding under this
facility was approximately $2.8 million.

        In February 2001, we entered in to a line of credit that provides a
maximum borrowing of $5.0 million. The line of credit is secured mainly by our
accounts receivable and allows us to borrow from time to time against a defined
amount of eligible accounts receivable. The line bears an interest on the amount
outstanding of prime


                                       9
<PAGE>   12


+1.5%. As of March 31, 2001 the amount outstanding against this line was
approximately $4.1 million. We were not in compliance with the security
agreement of this facility and have subsequently updated the compliance terms of
this agreement with our bank. See Note 11- Subsequent Events.

(9) COMMITMENTS AND CONTINGENCIES

        On October 1, 1999, we acquired Acorn Information Systems, Inc.
("Acorn"). On March 20, 2000, the contingent earn-out provision relating to the
Acorn acquisition was amended. As a result, four former stockholders of Acorn,
who are now our employees, will collectively receive a total of $200,000, on
each of the first and second anniversaries of the acquisition, assuming all four
employees remain employed when these amounts become due. On the third
anniversary of the Acorn acquisition, the former Acorn stockholders will be
entitled to receive an additional $400,000 aggregate payment so long as they are
employed by Digital Lighthouse on that date or, if approved by our Chief
Executive Officer, at least two of them are employed by Digital Lighthouse on
that date. These payments will be accounted for as compensation expense in the
years earned. These four employees were also granted a total of 400,000 stock
options at an exercise price of $10.00 per share one-third of which vested
immediately and the remainder vesting monthly over the next thirty months. A
former stockholder of Acorn, who is not a Digital Lighthouse employee, was
issued 10,000 shares of our common stock, which was accounted for as additional
purchase consideration. As of March 31, 2001 we have paid $120,000 as part of
the first year anniversary earn-out provision.

(10) ACQUISITIONS:

         Lighthouse Consulting Group, Inc. In July 2000, we completed a merger
with Lighthouse Consulting Group, a content and document management consulting
firm based in Kansas City, Missouri. The purchase was accounted for under the
purchase method of accounting. The purchase price consisted of $878,000 in cash,
400,000 shares of common stock valued at $2.0 million for a total purchase price
of $2.9 million. An additional 200,000 shares of our common stock would have
been issued on March 31, 2001 and an additional 200,000 shares of our common
stock may be issued on March 31, 2002 if certain financial results are attained.
The financial results in connection with the issuing of the first 200,000 shares
of common stock were not attained and no additional shares were issued. The
acquisition of Lighthouse has allowed us to expand our capabilities in
Professional Services and expand our presence in major metropolitan areas such
as New York and Chicago.

         Riptide Communications, Inc. In July 2000, we acquired the assets and
certain liabilities of Riptide Communications, Inc., a web design and hosting
company based in New York City, New York. The purchase was accounted for under
the purchase method of accounting. The purchase price consisted of $1.6 million
in cash. The acquisition of Riptide has allowed us to expand our abilities in
providing web services to our clients.


                                       10
<PAGE>   13


         The purchase price allocations are subject to adjustments based upon
the final determination of the fair value of the assets acquired and liabilities
assumed. We do no believe any such adjustments will materially change the
initial purchase price allocation.

(11) SUBSEQUENT EVENTS:

         In May 2001, we executed a new agreement with Silicon Valley Bank for a
secured line of credit in connection with the termination of old agreement. The
new agreement reduced the required minimum cash requirements to be held by the
company as well as the minimum net worth of the company. In exchange for the new
contract, we paid $50,000 and issued Silicon Valley Bank a warrant to purchase X
shares of our common stock at $0.42 per share. The warrant may be exercised at
any time through May 6, 2006.


                                       11
<PAGE>   14


ITEM 2.

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

        The following discussion and analysis of our financial condition and
results of operations should be read in conjunction our condensed consolidated
financial statements and accompanying notes included elsewhere in this Quarterly
Report. This discussion and analysis contains certain forward-looking statements
that are based on current expectations and involve risks, uncertainties and
assumptions. Our actual results may differ materially from those anticipated in
these forward-looking statements as a result of the uncertainty of several
factors.

OVERVIEW

         Digital Lighthouse Corporation is a technology integration firm
exclusively focused on designing, building, integrating and operating advanced
Customer Relationship Management (CRM) solutions for its clients. We assist our
clients by enabling the technology and operational support that will identify
and attract customers, initiate and manage the customer relationship and
interactions, and build and nurture customer relationships. Our CRM customers
include Sony, Merrill Lynch, and Salomon Smith Barney among other reputable
firms.

         We assist our clients with developing a holistic solution that
optimizes technology and operations for companies selling or dealing directly
with their customers. We offer Internet Professional and Operational ASP
services that help transform businesses into customer-centric enterprises. We
understand the challenges of companies becoming customer-centric and can provide
specific CRM solutions, as well as complete CRM solutions that help them evolve.

         CRM is an enterprise-wide model that facilitates the establishment and
maintenance of mutually beneficial relationships between a company and its
current and prospective customers. The objective of CRM is to enable a customer
or prospect to efficiently and conveniently interact with a company through
various means including the Internet, telephone, fax, mail, and e-mail. There is
no single piece of technology that covers the CRM business needs and
architecture. Instead, it is the integration of various technologies that is
necessary to create the holistic technological and operational infrastructure
required to support CRM.

         Specifically our CRM service offerings include:

               o   CRM strategy development
               o   Customer knowledge and data analysis
               o   Customer marketing analysis
               o   Content and document management
               o   Customer interaction and transaction systems
               o   Interface design and web development
               o   ASP and hosting services


                                       12
<PAGE>   15


               o   Customer interaction operations - contact centers (voice,
                   email, co-browse, live chat)

GOING CONCERN ISSUES

         Our business is subject to significant risks and there is substantial
doubt about our ability to continue as a going concern. Our consolidated
financial statements have been prepared assuming that we will continue as a
going concern. Our consolidated financial statements do not include any
adjustments relating to the recoverability and classification of asset carrying
amounts or the accumulated classification of liabilities that might result
should we be unable to continue as a going concern. We have incurred recurring
losses from operations and have an accumulated deficit of approximately $93.0
million for the period from inception, March 6, 1996, through March 31, 2001.
Our achievement of profitability is dependent upon us raising additional
financing to fund operations. In addition, our ability to achieve profitable
operations is subject to significant risks and uncertainties including, but not
limited to, our success in marketing our services and managing our operations
and competitive factors. There is no guarantee that we will ever achieve
profitable operations. Our operations are also subject to various forms of
regulation. All of these factors raise substantial doubt about our ability to
continue as a going concern. We have been advised by our independent public
accountants that if these contingencies have not been resolved prior to the
completion of their audit of the December 31, 2001 consolidated financial
statements, their auditors report on these consolidated financial statements may
be qualified as being subject to the outcome of these contingencies.

         To date, we have completed various restructuring efforts in order to
reduce our expenses and cash burn rate in order to achieve profitability. These
restructurings include, but are not limited to, the reduction of personnel in
administrative and non-billable positions, consolidating to only one
communication center and slowing costs being spent on other selling, general and
administrative cost activities. In addition, we are working on raising
additional private capital and securing additional bank lines. We also made the
decision to not open the communication center in Yukon, Oklahoma. We are
attempting to sublease our Denver and Yukon communication centers, as well as a
portion of the San Diego location that has been vacated due to this
restructuring. In addition, we are attempting to recover a portion of the
leasehold improvements made to these locations from the sublessor, and
attempting to sell some of the equipment and furniture that exists there. We
cannot assure you that any funds generated from these activities will be
sufficient to meet our obligations as they come due or that our assets can be
liquidated in a price in excess of their carrying value.

DESCRIPTION OF FINANCIAL COMPONENTS

        Our operations are based upon billable personnel working on our clients
various programs and projects. Beginning January 2001, we began to divide our
business into two areas, CRM professional services and CRM operations. Both
areas are focused on billable personnel supporting our clients. Prior to this
time frame, we reviewed the business as a whole.


                                       13
<PAGE>   16


        Our revenues are generated from both our CRM professional services and
CRM operations. Our CRM professional services are billable consultants working
on projects that include web site design and creative strategies, knowledge
management, data management, and analytics and technology services. Our CRM
operations include billable personnel in our communication center working on
programs that include transaction processing and communications services,
e-mail, live chat, voice, and other programs.

        Direct cost of services for CRM professional services consists primarily
of compensation, benefits, and travel related to our employees engaged in the
direct delivery of services related to the development, implementation and
support of programs for our clients. Direct costs of services for CRM operations
consist primarily of compensation and benefits related to our employees engaged
in transaction processing and communication services, live chat and voice
support. In addition we include direct costs for materials, training, and
telecommunications expenses necessary for execution of our clients' programs.

        Selling, general and administrative expenses consist primarily of
salaries, commissions, benefits, and related expenses for personnel engaged in
sales and client support; salaries and related expenses of executive management,
human resources, finance and administrative personnel; expenses related to our
facilities; marketing and branding expenses, including trade shows and
promotional events; and other general corporate expenses.

        Depreciation and amortization expenses consist of the depreciation of
equipment used in our operations, including phone switches and computer
equipment at our facilities. Depreciation and amortization also consists of
amortization of goodwill and other intangibles. We amortize our goodwill and
intangibles over three years.

        Restructure charge consist of one-time accrued expenses taken in during
the first quarter of 2001 related mainly to the elimination of personnel
positions and facilities resulting from improved efficiencies from automated
systems and the deletion of duplicated positions and responsibilities as an
indirect result of the acquisitions. The severance charges will impact cash
usage, as the severances are salary and benefit continuation with an average
duration of seven months.

        Loss on Spider is a result of the financial support we give to Spider.
We feel that this support is necessary in order to maintain programs with
certain clients utilizing Spider's software platform. In October 1999, we
completed a spin off of Spider to the existing shareholders of our company.

         Interest income is primarily earned on cash balances in our bank
accounts and short-term investments, and will decrease as we use the proceeds of
our initial public offering for working capital requirements. Interest expense
is incurred on our debt and capital lease obligations that we use to finance a
portion of our capital expenditures.


                                       14
<PAGE>   17


RESULTS OF OPERATIONS

        The following table sets forth data for the three months ended March 31,
2000 and 2001 taken from our condensed consolidated statements of operations. We
evaluate our business based on numerous factors, including revenue and gross
profit as a percentage of our revenues.

<TABLE>
<CAPTION>
                                                    THREE MONTHS ENDED
                                                          MARCH 31,
                                                     2000        2001
                                                   --------    --------
                                                        (UNAUDITED)
<S>                                                <C>         <C>
Revenue:
   CRM Professional Services ...................   $  2,735    $  3,890
   CRM Operations ..............................      5,733       4,289
                                                   --------    --------
     Total revenue .............................      8,468       8,179

Direct Cost of Services:
   CRM Professional Services ...................     (1,221)     (3,122)
   CRM Operations ..............................     (4,125)     (2,644)
                                                   --------    --------
     Total direct cost of services .............     (5,346)     (5,766)

Gross Profit:
   CRM Professional Services ...................      1,154         768
   CRM Operations ..............................      1,608       1,645
                                                   --------    --------
     Total gross profit ........................      3,122       2,413
                                                   --------    --------

Operating expenses:
     Selling, general and administrative .......      6,409       8,871
     Depreciation and amortization .............      1,030       1,869
        Restructuring charge ...................         --       3,800
                                                   --------    --------
          Total operating expenses .............      7,439      14,540
                                                   --------    --------
Loss from operations ...........................     (4,334)    (12,127)
                                                   --------    --------
Other (expense) income:
     Loss on Spider ............................         --      (1,079)
     Interest income ...........................         64         408
     Interest expense ..........................        (81)       (211)
     Other income (expense) ....................         --         (91)
                                                   --------    --------
Net loss .......................................   $ (4,334)   $(12,918)
                                                   ========    ========
</TABLE>

THREE MONTHS ENDED MARCH 31, 2001 COMPARED TO THREE MONTHS ENDED MARCH 31, 2000

        REVENUE. Revenue for the first quarter of 2001 was $8.1 million, of
which approximately $3.9 million was derived from our CRM professional services
and approximately $4.3 million was from our CRM operations. The revenue for this
quarter was down slightly compared $8.5 million for same quarter last year of
which $2.7 million was derived from CRM professional services and $5.7 million
from CRM operations for that period.

        We have increased our efforts in growing our CRM professional services
offering including a direct sales force, increased marketing in this area and
established


                                       15
<PAGE>   18


partnerships with related service offerings. The result has been an increase of
42% in professional services over the same period in the prior year. We expect
to continue to grow this segment as we focus our efforts in this service
offering.

        Our CRM operations for the three months ended March 31, 2001 declined by
$1.5 million from the same period during 2000. The decline is a result of the
discontinuation of contracts with some of our clients who have either decided to
discontinue their programs or have consolidated to another supplier. We have
also closed our communication center in Denver and consolidated the operations
into our Ft. Scott, Kansas facility.

        DIRECT COST OF SERVICES. Direct cost of services for the first quarter
of 2001 was $5.8 million, of which approximately $3.1 million was derived from
our CRM professional services and approximately $2.6 million was from our CRM
operations. The cost of services for this quarter was up slightly compared to
$5.3 million for same quarter last year of which $1.2 million was derived from
CRM professional services and $4.1 million from CRM operations for that period.

        We have increased cost of services in our CRM professional services as a
direct result of increasing our business in this area. We have added additional
personnel in an anticipation of growth from new projects and the expansion of
existing projects. We expect to reduce some of the personnel in this segment in
the immediate future as some of our projects have terminated and in an effort to
match revenue projections against personnel needs.

        Our cost of services in our CRM operations has decreased by $1.5 million
as a result of the termination of some of our clients programs. This has
resulted in the reduction of personnel, materials and telecommunication expense.
We expect this segment to continue to grow as we expand with our current
client's programs as well as new client programs. This will require additional
personnel and supporting costs over time. We expect these costs to match closely
with the growth in this operating segment.

        SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses were $7.8 million in the first quarter of 2001, compared
to $6.4 million in the first quarter of 2000. This increase consists primarily
of salaries and related expenses resulting from an increase in administrative
and managerial personnel to support our continued operational growth in our CRM
professional services and CRM operations areas. In addition, the two
acquisitions during the third quarter of 2000 contributed to this increase as we
have added operations in Chicago, New Jersey and New York, which were not in
place during the first quarter of 2000. In addition, we incurred approximately
$214 thousand in compensation expense for incentive stock options.

        DEPRECIATION AND AMORTIZATION EXPENSES. Depreciation and amortization
expenses in the first quarter of 2001 were $1.6 million compared to $1.0 million
in the first quarter of 2000. The increase resulted from approximately $10.4
million of capital


                                       16
<PAGE>   19


expenditures primarily relating to the expansion of infrastructure to support
our existing centers and offices, as well as, expenses related to opening new
locations since the close of this same period last year.

        RESTRUCTURE CHARGE. During the first quarter of 2001, we implemented a
restructuring plan to reduce operating expenses in connection with improved
efficiencies and forecasted operating results. We accrued expenses of
approximately $3.8 million related to the restructuring of our organization. We
eliminated several personnel positions as a result of automated processes and
duplication of responsibilities and closed our Denver communications center and
ceased expansion in Yukon, Oklahoma. Approximately $2.4 million is related to
severance costs and approximately $1.4 million is related to discontinued
facility usage. These amounts combined with the restructuring we completed
during the third quarter of 2000 results in the total amount of restructuring
charges reflected as a liability as of March 31, 2001 of approximately $4.0
million. During the first quarter of 2001, we paid approximately $1.8 million
and $0.6 million related to severance costs and facility costs, respectively.
Accordingly, the liability for restructuring costs was reduced by these payments
in the first quarter of 2001.

        LOSS ON SPIDER. We incurred approximately $1.1 million in charges
relating to the support of Spider Technologies, a company we spun off to
existing shareholders in the last quarter of 1999. Their software platform is
used in some of our clients programs.

        INTEREST INCOME. Interest income in the first quarter of 2001 was $424
thousand compared to $64 thousand in the first quarter of 2000. Fluctuations in
interest income from year to year are due to varying rates of interest when we
invest our cash in short-term financial instruments.

        INTEREST EXPENSE. Interest expense in the first quarter of 2001 was $224
thousand compared to $81 thousand in the first quarter of 2000. Interest expense
in both quarters resulted from our borrowings under our credit facilities and
capitalized leases for office equipment and furniture.

        Operating results for any quarter are not necessarily indicative of
results for any future period. The following factors have affected our
operations in the past and may affect our operations in the future, which could
cause quarterly fluctuations:

         o        Beginning, ending or deferring of significant services for
                  clients during a quarter, particularly if we must add
                  personnel and other resources in advance of new client
                  initiatives;

         o        Variations in the number, size and scope of our clients'
                  direct-to-customer initiatives, which in the past have ranged
                  from small pilot programs involving only a few of our
                  employees to nationwide programs using many new employees;


                                       17
<PAGE>   20


         o        Utilization of our employees and operational facilities, which
                  can be affected significantly, for example, by reassigning or
                  terminating personnel following the completion of a client's
                  initiative or by opening a new facility in anticipation of
                  future business;

         o        Fluctuations in demand for our clients' products, which are
                  beyond our control but which directly affect our revenue as a
                  substantial portion of our client billings depends upon the
                  time our personnel devote to a client's customers or, under a
                  new contract with a major client, are based on the client's
                  sales generated from our operation of its direct-to-customer
                  initiative;

         o        Expenses incurred in connection with strategic acquisitions,
                  such as our recent acquisitions of Riptide Communications, LLC
                  and Lighthouse Consulting Group Inc., which are part of our
                  strategy to broaden and expand our service offerings; and

         o        Expenses related to our sales and marketing efforts, which
                  have increased in 2000.

LIQUIDITY AND CAPITAL RESOURCES

        Since we were first capitalized, we have raised $98.9 million of equity
capital from the sale of our common and preferred stock, including $47.9 million
in proceeds, net of offering costs, from our initial public offering completed
in March 2000.

        Cash and cash equivalents and investments held for sale for the period
ended March 31, 2001 were $4.2 million compared to $8.0 million at the period
ended December 31, 2000. We had approximately $5.7 million in restricted cash
compared to $5.8 million for the periods ended March 31, 2001 and December 31,
2000, respectively. The restricted cash is used in the collateral security of
our operating facilities and capital leases and loans.

        Cash used in operations for the three months ended March 31, 2001 was
$4.8 million, compared to $4.5 million for the three months ended March 31,
2000. The use of cash in our operations outside of working capital for the three
months ended March 31, 2001 has increased by $3.0 million over the same period
last year. This is a result of increased operating expenses from additional
facilities and an increase in personnel. Our working capital has improved by
$2.7 million for the three months ended March 31, 2001 compared to the same
period last year as we continue to manage our payables and receivables.

        Cash from investing activities for the three months ended March 31, 2001
was $2.6 million compared to a usage of $1.8 million for the three months ended
March 31, 2000. The increase is mainly from our short-term investments in cash
of $4.7 million. We have also made an investment in Spider of $1.1 million for
the continued efforts in providing


                                       18
<PAGE>   21


support for our clients programs. We decreased our spending in capital
expenditures by approximately $500 thousand from same time period for the
previous year.

        Our financing activities have generated cash of $3.2 million and $47.5
million for the three month periods ended March 31, 2001 and 2000, respectively.
The decrease in financing activities on a comparable basis is a direct result of
our initial public offering completed in the first quarter of 2000 for a gain in
proceeds of $47.9, net of offering costs. We have increased our borrowing by
$3.5 million over the same period last year as a result of our borrowings
against our line of credit with our bank.

        Our business plan will continue to require capital to fund expansion.
Our business plan includes the following:

        o   Continuing the development of our sales and marketing initiatives;
        o   Expanding our CRM Professional Services and CRM Operations to meet
            client project initiatives;
        o   The sale of under utilized assets;
        o   The matching of personnel needed against revenue forecasts; and,
        o   The raising of additional capital to fund operations until positive
            cash flow is achieved.

RECENT ACCOUNTING PRONOUNCEMENTS

        See note 4 to the condensed consolidated financial statements.

INCOME TAXES

        We have historically concluded that there exists substantial doubt as to
the recoverability of our deferred tax assets. As a result, we have recorded a
full valuation allowance against those deferred tax assets. Our view as to the
ultimate recoverability of our deferred tax assets may change in the near term
based principally upon the successful execution of our business plan.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS

        Market risks represent the risk of loss that may impact our financial
position, operating results or cash flows due to adverse changes in financial
market prices and rates. We are exposed to market risks from changes in United
States interest rates. Historically, and as of March 31, 2001, we have not used
derivative instruments or engaged in hedging activities.

        We had long-term borrowings, including current maturities, of $10.3
million as of March 31, 2001. Of this amount approximately $6.7 million bears
interest at variable rates. The fair value of the variable rate debt would
change approximately $33 thousands in the event of a 0.50% change in the level
of interest rates. The remaining $3.6 million is fixed rate debt.


                                       19
<PAGE>   22


                                     PART II

ITEM 1. LEGAL PROCEEDINGS.

         In October 2000, we entered into arbitration with InformIns, Inc., a
former client in Orange County, California. InformIns submitted a claim for
breach of contract from us. We sought payment from InformIns for services
rendered. In March 2001, the arbitrator ruled in favor of InformIns and granted
them an award including legal fees of approximately $625,000. We reserved for
this liability in the fourth quarter of 2000. We are seeking coverage under our
errors and omissions insurance policy for this matter. We may not be able to
mitigate the exposure of this issue or be able to gain relief under our
insurance policies. As a result, this cash payment could cause additional strain
on our liquidity and working capital.

         There are no other material legal proceedings pending.


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

         EXHIBIT NO.                                 DESCRIPTION
         -----------                                 -----------
         27.1                                  Financial Data Schedule



         (b) Reports on Form 8-K
         None


                                       20
<PAGE>   23


                                    SIGNATURE

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES AND EXCHANGE ACT OF 1934, THE
REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED THEREUNTO DULY AUTHORIZED.



                                       DIGITAL LIGHTHOUSE, INC.

                                       By:  /s/ TIMOTHY C. O'CROWLEY
                                                Timothy C. O'Crowley
                                            Chairman and Chief Executive
                                                       Officer



<TABLE>
<CAPTION>
      SIGNATURE                             TITLE                      DATE
      ---------                             -----                      ----
<S>                                         <C>                        <C>
      /s/ TIMOTHY C. O'CROWLEY              Chairman and
      -------------------------             Chief Executive,           May 21, 2001
        Timothy C. O'Crowley                Officer
                                            (Principal
                                            Executive Officer)


     /s/ STEVEN Q. HANSEN                   Chief Financial
     --------------------------             Officer (Principal         May 21, 2001
          Steven Q. Hansen                  Financial and
                                            Accounting Officer)
</TABLE>



                                       21