<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, 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 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.)

                        44 Montgomery Street, Suite 4050
                         San Francisco, California 94104
               (Address of principal executive offices) (Zip Code)

                                 (415) 439-6400
              (Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

                          Common Stock, $.01 par value
                                (Title of class)

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

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. [ ]

The aggregate market value of the voting stock held by non-affiliates of the
registrant was approximately $6,407,383 based on the closing price of $0.43 of
the registrant's Common Stock as reported on the OTC Bulletin Board on March 28,
2002.

The number of shares of the registrant Common Stock outstanding as of March 28,
2002 was 14,900,891.

                       DOCUMENTS INCORPORATED BY REFERENCE

None.
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                                    PART III

Item 11 of the Form 10-K filed by the Company on April 30, 2002 is hereby
amended as follows:

Item 11 - Executive Compensation.

Stock Option Grants Table

The following table sets forth, as to the executive officers named in the
Summary Compensation Table, information related to the grant of stock options
pursuant to the Company's 1998 Long-Term Incentive Plan during the fiscal year
ended December 31, 2001.

           OPTIONS GRANTED IN THE FISCAL YEAR ENDED DECEMBER 31, 2001

<TABLE>
<CAPTION>
                                                             Individual Grants
                       ------------------------------------------------------------------------------------------------
                          Number of         Percentage of Total        Exercise or Base     Potential Realizable Value
                          Securities         Options Granted to         Price Per Share     At Assumed Annual Rates of
                          Underlying      Employees in the fiscal        ($/Share)(1)      Stock Price Appreciation For
      Name              Options Granted   year ended December 31, 2001                            Option Term ($) (2)
-----------------------------------------------------------------------------------------------------------------------
<S>                    <C>               <C>                           <C>                 <C>
                                                                                                  5%            10%
                                                                                               ----------------------
James R. Lavelle            400,000(3)             7.8%                      $0.25             62,889        159,374
Daniel E. Jackson           250,000(4)             4.9%                      $0.25             39,306         99,609
Curtis J. Parker             47,500(5)             0.9%                      $0.25              7,468         18,926
Curtis J. Parker                10,000             0.2%                      $0.88              5,534         14,025
Curtis J. Parker                17,500             0.3%                      $0.81              8,915         22,591
Curtis J. Parker               200,000             3.9%                      $0.17             21,382         54,187
</TABLE>

(1)  The exercise price per share for all options granted is equal to the market
     price of the underlying Common Stock as of the date of grant.

(2)  The potential realizable value has been determined using market price on
     the date the options were granted, compounded annually over ten years, net
     of exercise price. These values have been determined based upon assumed
     rates of appreciation and are not intended to forecast the future value or
     trading prices of the Company's Common Stock. There can be no assurance
     that the amounts reflected in this table will be achieved.

(3)  Represents options issued under the Company's stock option exchange program
     initiated in March 2001 to replace a corresponding number of options
     cancelled under such program with exercise prices ranging from $12.75 to
     $19.00 per share.

(4)  Represents options issued under the Company's stock option exchange program
     initiated in March 2001 to replace a corresponding number of options
     cancelled under such program with exercise prices ranging from $12.75 to
     $19.00 per share.

(5)  Represents options issued under the Company's stock option exchange program
     initiated in March 2001 to replace a corresponding number of options
     cancelled under such program with exercise prices ranging from $9.00 to
     $20.75 per share.

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                                   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 San
Francisco, State of California on the 7th day of May, 2002.

                                          COTELLIGENT, INC.

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

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