<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                                   FORM 10-K/A
                                (Amendment No. 2)

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

For the fiscal year ended December 31, 2002.

                                       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 0-27412

                                COTELLIGENT, INC.
             (Exact name of registrant as specified in its charter)

              Delaware                                    94-3173918
 (State or other jurisdiction of                       (I.R.S. Employer
  incorporation or organization)                      Identification No.)

                              100 Theory, Suite 200
                            Irvine, California 92612
               (Address of principal executive offices) (Zip Code)

                                 (949) 823-1600
              (Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:  None

Securities registered pursuant to Section 12(g) of the Act: Common Stock ($.01
par value)

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

YES [X]  NO [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein and will not be contained, to the best
of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K. [ ]

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2). YES [ ]  NO [X]

The aggregate market value of the voting stock held by non-affiliates of the
registrant was approximately $4,866,299 based on the closing price of $0.33 of
the registrant's Common Stock as reported on the OTC Bulletin Board on March 27,
2003.

The number of shares of the registrant Common Stock outstanding as of March 27,
2003 was 14,746,354.

                       DOCUMENTS INCORPORATED BY REFERENCE

None.

<PAGE>

                                    PART III

Item 12 of the Form 10-K/A filed by the Company on April 30, 2003 is hereby
amended and restated as follows:

Item 12 - Security Ownership of Certain Beneficial Owners and Management.

The following table sets forth as of May 13, 2003 information regarding the
beneficial ownership of the Common Stock of the Company by (i) each person known
to beneficially own more than 5% of the outstanding shares of Common Stock, (ii)
each of the Company's directors, (iii) each named executive officer and each
officer named in the Summary Compensation Table and (iv) all executive officers
and directors as a group. As of May 13, 2003, there were 15,068,855 shares of
Common Stock outstanding. All persons listed have an address c/o the Company's
principal executive offices and have sole voting and investment power with
respect to their shares unless otherwise indicated.

<TABLE>
<CAPTION>

                                                                      Shares Beneficially Owned
                                                                    ------------------------------
Name                                                                   Number           Percent
----                                                                ------------     -------------
<S>              <C>                                                  <C>                 <C>
James R. Lavelle (1)                                                  1,305,308           8.4%
Daniel E. Jackson (2)                                                 1,099,473           7.2%
Anthony M. Frank (3)                                                    182,156           1.2%
Curtis J. Parker (4)                                                    142,242              *
Debra J. Richardson (5)                                                  10,000              *
Skiritai Capital LLC (6)                                                807,000           5.4%
All executive officers and directors as a group (5 persons) (7)       2,739,179          17.1%
</TABLE>

-----------------------
* Less than 1%

(1)  Includes 400,000 shares issuable upon exercise of options exercisable
     within 60 days of May 13, 2003.
(2)  Includes 250,000 shares issuable upon exercise of options exercisable
     within 60 days of May 13, 2003.
(3)  Includes 110,000 shares issuable upon exercise of options exercisable
     within 60 days of May 13, 2003.
(4)  Includes 136,250 shares issuable upon exercise of options exercisable
     within 60 days of May 13, 2003.
(5)  Includes 10,000 shares issuable upon exercise of options exercisable within
     60 days of May 13, 2003.
(6)  The address of the stockholder is 655 Montgomery Street, Suite 1438, San
     Francisco, California, 94111. Data obtained from the stockholder's Schedule
     13D filed with the Securities and Exchange Commission on June 24, 2002.
(7)  Includes 906,250 shares issuable upon exercise of options exercisable
     within 60 days of May 13, 2003.

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<PAGE>

                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Irvine,
State of California on the 13th day of May, 2003.

                                           COTELLIGENT, INC.

                                           By:    /s/ James R. Lavelle
                                              -----------------------------
                                              James R. Lavelle
                                              Chief Executive Officer

                                       3

<PAGE>

                     Certifications Pursuant to Section 302
                        of the Sarbanes-Oxley Act of 2002

I, James R. Lavelle, certify that:

1. I have reviewed this annual report on Form 10-K/A of Cotelligent, Inc.;

2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;

3. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this annual report is being prepared;

     b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and

     c) presented in the annual report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

4. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):

     a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and

     b) any fraud, whether of not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and

5. The registrant's other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

Date: May 13, 2003

                         /s/ James R. Lavelle
                         ---------------------------------------
                         James R. Lavelle
                         Chairman of the Board and Chief Executive Officer


                                       4

<PAGE>

                    Certifications Pursuant to Section 302
                        of the Sarbanes-Oxley Act of 2002

I, Curtis J. Parker, certify that:

1. I have reviewed this annual report on Form 10-K/A of Cotelligent, Inc.;

2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;

3. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this annual report is being prepared;

     b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and

     c) presented in the annual report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

4. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):

     a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and

     b) any fraud, whether of not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and

5. The registrant's other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

Date: May 13, 2003

                            /s/ Curtis J. Parker
                            --------------------------------------------
                            Curtis J. Parker
                            Executive Vice President and Chief Financial Officer

                                       5