<PAGE>

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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                               ----------------

                                   FORM 10-Q

(Mark One)

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

    For The Quarter Ended March 31, 2000

[_] 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 000-23585

                               ----------------

                    EMERGENT INFORMATION TECHNOLOGIES, INC.
             (Exact name of registrant as specified in its charter)


                 CALIFORNIA                                      33-0080929
       (State or other jurisdiction of                        (I.R.S. Employer
       incorporation or organization)                       Identification No.)


          4695 MACARTHUR COURT, EIGHTH FLOOR, NEWPORT BEACH, CA 92660
                    (Address of principal executive offices)

                                 (949) 975-1487
              (Registrant's telephone number, including area code)

                                SM&A CORPORATION
   (Former name, former address and former fiscal year, if changed since last
                                    report)

   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 the number of shares outstanding of each of the issuer's classes of
Common Stock, as of the latest practicable date.

                    Class                    Outstanding at March 31, 2000
                    -----                    -----------------------------
                 Common Stock                          16,198,878

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>

            EMERGENT INFORMATION TECHNOLOGIES, INC. AND SUBSIDIARIES

                                     INDEX

<TABLE>
<CAPTION>
                                                                          Page
                                                                          -----

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

 Item 1. Consolidated Financial Statements.............................

         Consolidated Balance Sheets as of March 31, 2000 and December
         31, 1999......................................................       3

         Consolidated Statements of Earnings for the three months ended
         March 31, 2000 and 1999.......................................       4

         Consolidated Statements of Cash Flows for the three months
         ended March 31, 2000 and 1999.................................       5

         Notes to Consolidated Financial Statements....................     6-9

         Management's Discussion and Analysis of Financial Condition
 Item 2. and Results of Operations.....................................   10-17

                           PART II. OTHER INFORMATION

 Item 1. Legal Proceedings.............................................      18

 Item 2. Changes in Securities and Use of Proceeds.....................      18

 Item 3. Defaults Upon Senior Securities...............................      18

 Item 4. Submission of Matters to Vote of Security Holders.............      18

 Item 5. Other Information.............................................      18

 Item 6. Exhibits and Reports on Form 8-K..............................      18

 Signatures.............................................................     19
</TABLE>

                                       2
<PAGE>

            EMERGENT INFORMATION TECHNOLOGIES, INC. AND SUBSIDIARIES

                          CONSOLIDATED BALANCE SHEETS
                                 (In thousands)

<TABLE>
<CAPTION>
                                                        March 31,  December 31,
                                                          2000         1999
                                                       ----------- ------------
                                                       (unaudited)

<S>                                                    <C>         <C>
                        ASSETS
                        ------

Current Assets:
  Cash and cash equivalents...........................  $  1,376     $ 1,226
  Accounts receivable, net of allowance for doubtful
   accounts...........................................    26,132      22,676
  Costs and estimated earnings in excess of billings
   on contracts in progress, net of allowance.........     9,641       7,851
  Prepaid income taxes................................     4,272       4,665
  Prepaid expenses and other assets...................     1,257         440
  Deferred income taxes...............................     1,466       1,466
                                                        --------     -------
    Total current assets..............................    44,144      38,324

Property and equipment, net...........................     5,764       5,636
Notes receivable--affiliates..........................     1,668       1,744
Other assets..........................................     2,765       2,360
Goodwill, net.........................................    55,593      48,778
                                                        --------     -------
    Total assets......................................  $109,934     $96,842
                                                        ========     =======

         LIABILITIES AND SHAREHOLDERS' EQUITY
         ------------------------------------

Current Liabilities:
  Trade accounts payable..............................  $  4,535     $ 3,475
  Accrued compensation and payroll taxes..............     8,432       6,093
  Accrued earnout payable.............................     7,132       6,000
  Other liabilities...................................     1,414         532
                                                        --------     -------
    Total current liabilities.........................    21,513      16,100

Deferred income taxes.................................       399         399
Other liabilities.....................................     1,085         870
Long-term debt, excluding current portion.............    35,818      29,017
                                                        --------     -------
    Total liabilities.................................    58,815      46,386

Shareholders' equity:
  Common stock, no par value..........................       161         161
  Additional paid in capital..........................    45,285      45,285
  Retained earnings...................................     5,673       5,010
                                                        --------     -------
    Total shareholders' equity........................    51,119      50,456
                                                        --------     -------
    Total liabilities and shareholders' equity........  $109,934     $96,842
                                                        ========     =======
</TABLE>

     The accompany notes are an integral part of the unaudited consolidated
                             financial statements.

                                       3
<PAGE>

            EMERGENT INFORMATION TECHNOLOGIES, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF EARNINGS
                     (In thousands, except per share data)
                                  (unaudited)

<TABLE>
<CAPTION>
                                                                Three Months
                                                               Ended March 31,
                                                               ----------------
                                                                2000     1999
                                                               -------  -------
<S>                                                            <C>      <C>
Net revenues.................................................. $31,587  $25,314
Cost of revenues..............................................  18,830   14,430
                                                               -------  -------
  Gross margin................................................  12,757   10,884

Selling, general and administrative expenses..................   9,201    5,481
Software development expenses.................................   1,279    1,168
Amortization of goodwill and other intangibles................     521      345
                                                               -------  -------
  Operating income............................................   1,756    3,890

Other income (expense)........................................    (593)      39
                                                               -------  -------
  Income before income taxes..................................   1,163    3,929

Income tax expense............................................     500    1,599
                                                               -------  -------
Net income.................................................... $   663  $ 2,330
                                                               =======  =======
Net income per share:
  Basic....................................................... $  0.04  $  0.14
  Diluted..................................................... $  0.04  $  0.14
                                                               =======  =======
Weighted average common shares outstanding:
  Basic.......................................................  16,181   16,515
  Diluted.....................................................  16,231   16,927
                                                               =======  =======
</TABLE>



     The accompany notes are an integral part of the unaudited consolidated
  financial statements.

                                       4
<PAGE>

            EMERGENT INFORMATION TECHNOLOGIES, INC. AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In thousands)
                                  (unaudited)

<TABLE>
<CAPTION>
                                                               Three Months
                                                              Ended March 31,
                                                              ----------------
                                                               2000     1999
                                                              -------  -------
<S>                                                           <C>      <C>
Cash flows from operating activities:
  Net income................................................. $   663  $ 2,330
  Adjustments to reconcile net income to net cash (used in)
   provided by operating activities:
    Provision for doubtful accounts..........................     (25)     (30)
    Depreciation and amortization............................     859      345
    Changes in assets and liabilities, net of effect of
     acquisitions:
      Accounts receivable, net...............................  (2,281)  (1,883)
      Costs and estimated earnings in excess of billings.....  (1,790)  (4,073)
      Prepaid expenses and other assets......................  (1,223)     379
      Trade accounts payable.................................     535      401
      Accrued compensation and payroll taxes.................   1,981    1,330
      Income taxes...........................................     393    1,061
      Other liabilities......................................     120     (596)
                                                              -------  -------
        Net cash used in operating activities................    (768)    (736)

Cash flows from investing activities:
  Acquisition, principally goodwill, net of cash acquired....  (5,724)  (3,278)
  Additional expenditures related to acquisitions............      (4)    (645)
  Purchases of property and equipment........................    (231)    (349)
  Repayment from (advances to) shareholder...................      76      (22)
                                                              -------  -------
        Net cash used in investing activities................  (5,883)  (4,294)

Cash flows from financing activities:
  Proceeds from issuance of common stock.....................     --        60
  Long-term borrowings.......................................   6,801    6,464
  Common stock repurchase....................................     --    (1,113)
                                                              -------  -------
        Net cash provided by financing activities............   6,801    5,411

  Net increase in cash and cash equivalents..................     150      381
Cash at beginning of period..................................   1,226      454
                                                              -------  -------
Cash at end of period........................................ $ 1,376  $   835
                                                              =======  =======
Supplemental information--Cash paid for:
  Interest................................................... $   391  $     8
  Income taxes...............................................     --       464
                                                              =======  =======
Supplemental schedule of noncash investing activity:

Detail of business acquired and other purchase accounting adjustments as
 follows
 (in thousands):
  Cash consideration paid for acquisition.................... $ 6,359  $ 3,263
  Plus acquisition expenses..................................     401       40
  Less cash acquired in acquisition..........................  (1,036)     (25)
                                                              -------  -------
    Cash paid for acquisition, net of cash acquired.......... $ 5,724  $ 3,278
                                                              =======  =======
</TABLE>

     The accompany notes are an integral part of the unaudited consolidated
                             financial statements.

                                       5
<PAGE>

            EMERGENT INFORMATION TECHNOLOGIES, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

               For the Three Months Ended March 31, 2000 and 1999

NOTE 1. GENERAL

   Emergent Information Technologies, Inc. (formerly SM&A Corporation) and
Subsidiaries ("the Company") is a comprehensive provider of competitive-edge
information technology services, software products and business solutions,
high-end systems engineering services, and integrated proposal management
services. In January 1998, the Company completed an initial public offering
("IPO") of Common Stock. Subsequently, in May 1998, the Company acquired Space
Applications Corporation ("SAC"). SAC provides systems engineering, scientific
research, program management support and technical support to military and
civilian space programs, the intelligence community, and the armed services. In
August 1998, the Company acquired Decision-Science Applications, Inc. ("DSA").
DSA provides system engineering, information systems development, scientific
research and program management support to the U.S. Government, principally the
Department of Defense. In March 1999, the Company acquired Systems Integration
Software, Inc. ("SIS"). SIS provides systems engineering, information systems
development, scientific research and program management support to the U.S.
Government, principally the Department of Defense. In September 1999, the
Company acquired Kapos Associates Inc. ("KAI"). KAI provides operations
research, wargaming and systems analysis to the U.S Government. In February
2000, the Company acquired System Simulation Solutions, Inc. ("S3I"). S3I
specializes in the design, development and application of powerful simulation
software products for the United States Air Force assisting them on evaluating
large-scale campaign level operations. SAC, DSA, SIS, KAI and S3I are
collectively referred to as "the Acquisitions". These transactions were
accounted for as purchases and, accordingly, the consolidated financial
statements include the financial results of the Acquisitions from the effective
dates of the respective events.

   The accompanying unaudited interim consolidated financial statements of the
Company have been prepared pursuant to the rules of the Securities and Exchange
Commission for quarterly Reports on Form 10-Q and do not include all of the
information and note disclosures required by generally accepted accounting
principles. The information furnished herein includes all adjustments,
consisting of normal recurring adjustments, which are, in the opinion of
management, necessary for a fair presentation of results for these interim
periods.

   The results of operations for the three months ended March 31, 2000 are not
necessarily indicative of the results to be expected for the entire fiscal year
ending December 31, 2000.

   The consolidated financial statements include the accounts of the Company
and its subsidiaries. All significant intercompany accounts and transactions
have been eliminated in consolidation.

   Goodwill, which represents the excess of purchase price over fair value of
net assets acquired, is amortized on a straight-line basis over the expected
periods to be benefited, generally 30 years. The recoverability of goodwill is
determined by comparing the carrying value of intangible assets to the
estimated future operating income of the Company on an undiscounted cash-flow
basis. Should the carrying value of goodwill exceed the estimated operating
income for the expected period of benefit, an impairment for the excess would
be recorded at that time. As of March 31, 2000, no impairment has been
recognized.

   These financial statements should be read in conjunction with the Company's
audited financial statements and notes thereto for the year ended December 31,
1999. This supplementary information is included in Form 10-K/A filed by the
Company with the Securities and Exchange Commission on April 26, 2000.

   Certain reclassifications have been made to the prior period financial
statements to conform to the current period presentation.


                                       6
<PAGE>

            EMERGENT INFORMATION TECHNOLOGIES, INC. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

               For the Three Months Ended March 31, 2000 and 1999

NOTE 2. NET INCOME PER SHARE

   Basic net income per share is computed by dividing net income available to
common shareholders by the weighted average number of common shares outstanding
during the periods presented. Diluted net income per share is computed by
dividing net income available to common shareholders by the weighted average
number of common and common equivalent shares outstanding during the periods
presented assuming the exercise of all in-the-money stock options. Common
equivalent shares have not been included where inclusion would be anti-
dilutive.

   The following table illustrates the computation of basic and diluted
earnings per common share (in thousands, except per share data):

<TABLE>
<CAPTION>
                                                                Three Months
                                                               Ended March 31,
                                                               ---------------
                                                                2000    1999
                                                               ------- -------
   <S>                                                         <C>     <C>
   Numerator for basic and diluted income per common share--
    net earnings.............................................. $   663 $ 2,330
                                                               ------- -------
   Denominator for basic income per share--weighted average
    shares outstanding during the period......................  16,181  16,515
   Incremental common shares attributable to dilutive
    outstanding stock options.................................      50     412
                                                               ------- -------
   Denominator for diluted income per common share............  16,231  16,927
                                                               ------- -------
   Basic net income per common share.......................... $   .04 $   .14
                                                               ======= =======
   Diluted net income per common share........................ $   .04 $   .14
                                                               ======= =======
</TABLE>

   Anti-dilutive shares excluded from the reconciliation above were 1,568,000
and 173,000 for the three months ended March 31, 2000 and 1999, respectively.

NOTE 3. ACQUISITIONS

   In February 2000, the Company acquired substantially all of the assets and
assumption of certain liabilities of System Simulation Solutions, Inc. ("S3I")
for approximately $6.3 million in cash. S3I has the right to receive up to
approximately $1.0 million in additional consideration contingent upon S3I's
achievement of certain operating results for the twelve month periods ending
February 28, 2001, and February 28, 2002. The earnouts are payable in cash and,
if earned, are due within 60 days after each of the first and second
anniversary of the closing date, and will be recorded as an addition to
goodwill. This transaction was accounted for as a purchase and, accordingly,
the consolidated financial statements will include the financial results of S3I
from February 1, 2000, the beginning of the accounting period in which the
purchase transaction was finalized. Results of operations for the three months
ended March 31, 2000 and 1999 would not have been materially impacted on a pro
forma basis if the acquisition of S3I had occurred as of the beginning of the
respective periods.

   The Company acquired SIS in March 1999, and KAI in September 1999, for an
aggregate amount of $5.5 million in cash and additional consideration
contingent upon the achievement of certain operating results.

                                       7
<PAGE>

            EMERGENT INFORMATION TECHNOLOGIES, INC. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

               For the Three Months Ended March 31, 2000 and 1999

The Company has accrued $7.1 million as the earnout payment due in April 2000,
under the SIS acquisition agreement. These transactions were accounted for as
purchases and, accordingly, the consolidated financial statements include the
financial results of SIS and KAI from the effective dates of each such
acquisition. Results of operations for the three months ended March 31, 2000
and 1999 would not have been materially impacted on a pro forma basis if the
acquisitions of SIS and KAI had occurred as of the beginning of the respective
periods.

   The Company recorded goodwill of approximately $58.2 million as a result of
the Acquisitions. The Company incurred costs and expenses in connection with
the Acquisitions, including legal and accounting, and other various expenses.
Eligible costs will be capitalized as part of goodwill in accordance with
generally accepted accounting principles (GAAP). The allocation of the purchase
price for the Acquisitions and other purchase accounting adjustments is as
follows (in thousands):

<TABLE>
     <S>                                                                <C>
     Total purchase price, net......................................... $58,163
     Net assets acquired...............................................  (9,510)
     Acquisition costs.................................................   9,171
                                                                        -------
     Goodwill..........................................................  57,824
     Less accumulated amortization.....................................  (2,231)
                                                                        -------
     Goodwill, net..................................................... $55,593
                                                                        =======
</TABLE>

NOTE 4. LONG-TERM DEBT

   On April 10, 2000, the Company amended its five-year, $50.0 million
revolving line of credit (the "Amended Credit Facility") with its bank
syndicate. The Amended Credit Facility, which is secured by a first priority
interest in substantially all of the assets and a pledge of capital stock of
each subsidiary of the Company, matures in December 2001 and has two interest
rate options; the Bank's Prime rate plus 0% to 1.0%, or LIBOR plus 1.25% to
3.5%, based on the ratio of total indebtedness to earnings before interest and
taxes. The Amended Credit Facility requires payment of a fee of 0.2% to 0.4% of
the average unused portion of the facility, based on the ratio of total
indebtedness to earnings before interest and taxes, and contains certain
covenants. The most restrictive covenants require the Company to maintain
quarterly profitability, minimum consolidated net worth, maximum indebtedness
to EBITDA, maximum indebtedness to consolidated net worth, minimum fixed charge
coverage ratio, mandatory prepayments, and a commitment reduction schedule as
defined in the Amended Credit Facility. The Company is also restricted from
dividend and stock repurchases, limitations on capital expenditures, and no
further acquisitions without the consent of the lenders. As of March 31, 2000,
the Company was in compliance with all covenants. The Company had $35,818,000
outstanding under the Amended Credit Facility at March 31, 2000 at an effective
interest rate of 8.12%.

NOTE 5. SEGMENT REPORTING DATA

   The Company classifies its operations into four lines of business, based on
geographical location and each offering a distinct set of services. These lines
of business are summarized as follows: Emergent West, which focuses on
implementing and integrating web-based selling systems; Emergent Central, which
focuses on supporting commercial telecommunications, B2B Internet commerce and
other related industries; Emergent East, which provides IT support, science,
and program management for both commercial and government clients; and Steven
Myers & Associates, which involves assisting clients with the procurement of
government and commercial programs. As of March 31, 2000, there has been no
activity in Emergent West.

                                       8
<PAGE>

            EMERGENT INFORMATION TECHNOLOGIES, INC. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

               For the Three Months Ended March 31, 2000 and 1999


   The Company evaluates performance based on several factors, of which a
primary financial measure is business segment revenue earned. The revenue
recognition policies of the business segments vary according to the type of
contract being worked.

   Information as to the net revenues of the lines of business is set forth
below. The information presented for the three months ended March 31, 2000 and
1999 represents historical supplemental data as described in the statements of
income (in thousands):

<TABLE>
<CAPTION>
                                                                Three Months
                                                               Ended March 31,
                                                               ----------------
                                                                2000     1999
                                                               -------  -------
   <S>                                                         <C>      <C>
   Net revenues:
   Emergent Central........................................... $ 3,190  $ 4,926
   Emergent East..............................................  19,334    9,809
   Steven Myers & Associates..................................   9,063   10,579
                                                               -------  -------
     Total revenues........................................... $31,587  $25,314
                                                               =======  =======

   Depreciation and amortization expense:
   Emergent Central........................................... $    86  $    35
   Emergent East..............................................     596      239
   Steven Myers & Associates..................................      37       15
   Executive Group............................................     140       56
                                                               -------  -------
     Total depreciation and amortization expense.............. $   859  $   345
                                                               =======  =======

   Operating income (loss):
   Emergent Central........................................... $  (495) $   375
   Emergent East..............................................   2,261    2,656
   Steven Myers & Associates..................................   2,677    4,012
   Executive Group............................................  (2,687)  (3,154)
                                                               -------  -------
     Total operating income................................... $ 1,756  $ 3,890
                                                               =======  =======

   Income (loss) from continuing operations:
   Emergent Central........................................... $  (282) $   233
   Emergent East..............................................   1,289    1,571
   Steven Myers & Associates..................................   1,526    2,367
   Executive Group............................................  (1,870)  (1,841)
                                                               -------  -------
     Total income from continuing operations.................. $   663  $ 2,330
                                                               =======  =======
</TABLE>

                                       9
<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS

   From time to time, the Company through its management, may make forward-
looking public statements, such as statements concerning then expected future
revenues or earnings or concerning projected plans, performance, contract
procurement as well as other estimates relating to future operations. Forward-
looking statements may be in reports filed under the Securities Exchange Act of
1934, as amended (the "Exchange Act"), in press releases or informal statements
made with the approval of an authorized executive officer. The words or phrases
"will likely result," "are expected to," "will continue," "is anticipated,"
"estimate," "project," or similar expressions are intended to identify
"forward-looking statements" within the meaning of Section 21E of the Exchange
Act and Section 27A of the Securities Act of 1933, as amended, as enacted by
the Private Securities Litigation Reform Act of 1995.

   The Company wishes to caution readers not to place undue reliance on these
forward-looking statements which speak only as of the date on which they are
made. In addition, the Company wishes to advise readers that the factors listed
below, as well as other factors not currently identified by management, could
affect the Company's financial or other performance and could cause the
Company's actual results for future periods to differ materially from any
opinions or statements expressed with respect to future periods or events in
any current statement.

   The Company will not undertake and specifically declines any obligation to
publicly release any revisions which may be made to any forward-looking
statements to reflect events or circumstances after the date of such statements
or to reflect the occurrence of anticipated or unanticipated events which may
cause management to re-evaluate such forward-looking statements.

   In connection with the "safe harbor" provisions of the Private Securities
Litigation Reform Act of 1995, the Company is hereby filing cautionary
statements identifying important factors that could cause the Company's actual
results to differ materially from those projected in forward-looking statements
of the Company made by or on behalf of the Company.

                                       10
<PAGE>

                                  RISK FACTORS

We may fail to manage our future growth effectively

   We are currently experiencing significant growth and we intend to pursue
further growth as part of our business strategy. Our ability to manage the
growth of our operations will require us to continue to improve our
operational, financial and other internal systems and to attract, develop,
motivate and retain our employees. Our rapid growth has presented and will
continue to present numerous operational challenges, such as the assimilation
of financial reporting systems and increased pressure on our senior management
and will increase the demands on our systems and internal controls. In
addition, our success depends in large part upon our ability to attract,
develop, motivate and retain highly-skilled professionals and administrative
employees. Our growth strategy will require an increase in our personnel,
particularly skilled systems engineers and program managers. Qualified
professionals are currently in great demand and there is significant
competition for employees with the requisite skills from other major and
boutique consulting firms, research firms, government contractors, proposal
management or business acquisition departments of major corporations and other
professional services firms. There can be no assurance that we will be able to
attract and retain the qualified personnel necessary to pursue our growth
strategy. There can be no assurance that we will be able to maintain or
increase our current rate of growth, effectively manage our expanding
operations or achieve planned growth on a timely or profitable basis. To the
extent that we are unable to manage our growth effectively and efficiently, our
business, financial condition and results of operations could be materially and
adversely affected.

Our business depends substantially on the defense industry

   Approximately 54.5% of our revenues were derived from Steven Myers &
Associates, Inc. services related to government procurement contracts for the
fiscal year ended December 31, 1999. In addition, a significant portion of our
revenues are derived from contracts or subcontracts with the U.S. Government.
For the foreseeable future, we expect that the percentage of revenues
attributable to such contracts will continue to be substantial. U.S. Government
expenditures for defense products may decline in the future with such
reductions having an effect our clients, or, indirectly, on us. A number of
trends may contribute to such a decline, including:

  .  large weapon systems being replaced with smaller, more precise high
     technology systems

  .  multiple procurements for similar weapons being consolidated into joint
     service procurements, such as the Joint Strike Fighter

  .  threat scenarios evolving away from global conflicts to regional
     conflicts

  .  the continuing draw down of U.S. military forces in response to the end
     of the Cold War

   In the event expenditures for products of the type manufactured by our
clients are reduced and not offset by other new programs or products, there
will be a reduction in the volume of contracts or subcontracts to be bid upon
by our clients and, as a result, a reduction in the volume of proposals managed
by us. Unless offset, such reductions could materially and adversely affect our
business, operating results and financial condition.

There are risks associated with government contracting

   We are subject to risks associated with compliance with governmental
regulations, both directly and through government-contractor clients. The fines
and penalties which could result from noncompliance with appropriate standards
and regulations, or a client's suspension or debarment from the bidding process
for future government contracts could have a material adverse effect on our
business, operating results and financial condition. We rely for the
continuance and expansion of our business on a facility security clearance from
the U.S. Government, and individual security clearances, at various levels, for
nearly all members of our staff. There can be no assurance that necessary
security clearances will continue to be made available by the U.S. Government.

                                       11
<PAGE>

   In addition, a significant portion of our revenues are derived from
contracts or subcontracts with the U.S. Government. Our services are performed
pursuant to the following types of contracts:

  .  cost reimbursable

  .  time-and-materials

  .  fixed-price contracts and subcontracts

   Under fixed-price contracts and time-and-materials contracts, we bear any
risk of increased or unexpected costs that may reduce our profits or cause us
to sustain a loss.

   Our U.S. Government contracts and subcontracts are subject to termination,
reduction or modification as a result of changes in the U.S. Government's
requirements or budgetary restrictions, or at the convenience of the U.S.
Government. When we participate as a subcontractor, we are also subject to the
risk that the primary contractor may fail or become unable to perform its
duties and responsibilities as a prime contractor. If a contract were to be
terminated for convenience, we would be reimbursed for allowable costs incurred
up to the date of termination and would be paid a proportionate amount of the
stipulated profits or fees attributable to the work actually performed.

   Contracts with the U.S. Government are generally complex in nature, and
require us to comply with numerous U.S. Government regulations regarding
discrimination in the hiring of personnel, fringe benefits for employees,
safety, safeguarding classified information, responsibility for U.S. Government
property, fire prevention, equipment maintenance, record keeping and
accounting, management qualifications, drug free work place and numerous other
matters.

   Under certain circumstances the U.S. Government can suspend or bar
individuals or firms from obtaining future contracts with the U.S. Government
for specified periods of time. Any such suspension or disbarment of us or of
our major clients could have a material adverse effect upon us. Our books and
records are subject to annual audit by the Defense Contract Audit Agency, which
can result in adjustments to contract costs and fees. If any costs are
improperly allocated to a contract, such costs are not reimbursable and, if
already reimbursed, will require us to refund such amounts to the government.
If improper or illegal activities are discovered in the course of any audits or
investigations, the contractor may also be subject to various civil and
criminal penalties and administrative sanctions, including termination of
contracts, forfeitures of profits, suspension of payments, fines and suspension
or disqualification from doing business with the government. If we become
subject to penalties or sanctions, such penalties or sanctions could have a
material adverse effect on our business, financial condition and results of
operations.

There are risks associated with our acquisition strategy

   An element of our growth strategy is to expand our operations through the
acquisition of complementary businesses. We cannot be sure that we will be able
to identify suitable acquisition candidates. If identified, we are not sure we
will be able to acquire such companies on suitable terms. Also, other companies
which may have greater resources than us may compete for acquisition
candidates. Such competition could result in an increase in the price of
acquisition targets and a decrease in the number of attractive companies
available for acquisition by us.

   There can be no assurance that the anticipated economic, operational and
other benefits of our acquisition of SAC, DSA, SIS, KAI or S3I or any future
acquisitions will be realized. We cannot be sure that we will be able to
successfully integrate acquired businesses in a timely manner without
substantial costs, delays or other operational or financial problems. The
difficulties of such integration may initially be increased by our need to
integrate personnel with different business backgrounds and corporate cultures.
In addition, acquisitions may involve our spending significant funds. Our
failure to effectively integrate the acquired companies may adversely affect
our ability to bid successfully on certain engagements and otherwise grow our
business. Client

                                       12
<PAGE>

dissatisfaction or performance problems at a single acquired company could have
an adverse effect on our reputation as a whole, and this could result in
increased difficulty in marketing services or acquiring companies in the
future. In addition, we cannot be certain that the acquired companies will
operate profitably or will not otherwise hurt operating results. There are
other risks with acquisitions. These include diversion of management attention,
potential loss of key clients or personnel, risks associated with unanticipated
problems, liabilities or contingencies and risks of entering markets in which
we have limited or no direct expertise. The occurrence of some or all of the
events described in these risks could have a material adverse effect on our
business, operating results and financial condition.

We rely on a relatively limited number of clients

   We derive a significant portion of revenues from a relatively limited number
of clients. For example, our revenues from the ten most significant clients
accounted for approximately 80.0%, 76.0%, 90.3%, and 98.0% of our total
revenues for the years ended December 31, 1999, 1998, 1997, and 1996,
respectively. Three clients, the U.S. Government, Lockheed Martin Corporation,
and Raytheon Company accounted for approximately 64.1%, 57.2% and 33.3% of our
total revenues for the years ended December 31, 1999, 1998 and 1997,
respectively. Raytheon Corporation is our single largest commercial client,
accounting for approximately 20.5%, 15.8%, and 10.9% of our total revenues for
the years ended December 31, 1999, 1998, and 1997, respectively.

   Clients typically retain us for major proposals as needed on an engagement
basis rather than pursuant to long-term contracts, and a client can usually
terminate our engagement at any time without a significant penalty. Moreover,
there can be no assurance that our existing clients will continue to engage us
for additional assignments or do so at the same revenue levels. The loss of any
significant client could materially and adversely affect our business,
financial condition and results of operations. In addition, the level of our
services required by an individual client may diminish over the life of our
relationship with us, and there can be no assurance that we will be successful
in establishing relationships with new clients as this occurs.

The markets in which we compete are highly competitive

   The market for proposal management services in the procurement of government
and commercial contracts for aerospace and defense is a niche market with a
number of competitors. We are the largest provider of such services and
principally compete with numerous smaller proposal management companies in this
highly specialized industry. We also compete with some of our clients' internal
proposal development resources.

   We recently entered and seek to achieve significant growth in the IT
services systems engineering and proprietary software products markets;
however, there can be no assurance that we will be successful in such efforts.
The market for services in the contract support industry is highly competitive,
highly fragmented and subject to rapid change. Such competition is likely to
increase in the future. Many of our competitors have greater personnel,
financial, technical and marketing resources than us. Such competitors include
many larger management consulting firms such as McKinsey & Company, Booz Allen
& Hamilton, and Science Applications International Corp., as well as the
consulting arms of major accounting firms, IT service and solutions firms such
as American Management Systems, Answer Think Consulting Group, Diamond
Technology Partners, Inc., and CACI International. We also compete with our
clients' in-house resources. This source of competition may increase as
consolidation of the aerospace and defense industry creates larger
organizations. In addition, there can be no assurance that we will be
successful in such efforts. In addition, significant further expense for sales
and marketing may require us to promote a major expansion of our services in
such area. If we are unsuccessful in our efforts to penetrate further the
market for such services, or our current 86.5% win rate in the proposal
management business drops significantly, our growth prospects could be
materially and adversely affected.

                                       13
<PAGE>

   Because we believe our proprietary rights are material to our success,
misappropriation of such rights or claims of infringement or legal actions
related to intellectual property could adversely impact our financial condition

   We rely upon a combination of nondisclosure and other contractual
arrangements and trade secret, patent, copyright and trademark laws to protect
our proprietary rights. There can be no assurance that the steps taken by us to
protect our proprietary rights will be adequate to deter misappropriation of
proprietary information or that we will be able to detect unauthorized use and
take appropriate steps to enforce our intellectual property rights.

   Although we believe that our services do not infringe on the intellectual
property rights of others and that we have all rights necessary to utilize the
intellectual property employed in our business, we are subject to the risk of
claims alleging infringement of third-party intellectual property rights. Any
such claims could require us to spend significant sums in litigation, pay
damages, develop non-infringing intellectual property or acquire licenses to
the intellectual property which is the subject of asserted infringement.

We rely heavily upon our key employees

   Our success is highly dependent upon the efforts, abilities, business
generation capabilities and project execution of our executive officers, in
particular those of Steven S. Myers, our Chairman of the Board and Michael A.
Piraino, our Chief Executive Officer and President. The loss of the services of
either of these individuals for any reason could materially and adversely
affect our business, operating results and financial condition, including our
ability to secure and complete engagements. We currently maintain a key-man
life insurance policy in the amount of $2.0 million each, for Mr. Myers and Mr.
Piraino.

Our quarterly results may fluctuate significantly

   We may experience significant fluctuations in future quarterly operating
results due to a number of factors, including the size, timing and duration of
client engagements and the timing of software products licensing revenues. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations."

Our stock price is subject to significant volatility

   Our common stock was first publicly traded on January 29, 1998 after our
initial public offering at $12.00 per share. Between January 29, 1998 and March
31, 2000 the closing sale price has ranged from a low of $4.88 per share to a
high of $31.13 per share. The market price of our common stock could continue
to fluctuate substantially due to a variety of factors, including:

  .  quarterly fluctuations in results of operations

  .  adverse circumstances affecting the introduction or market acceptance of
     new services offered by us

  .  announcements of new services by our competitors

  .  our loss of key employees

  .  changes in the regulatory environment or market conditions affecting the
     defense and aerospace industry

  .  changes in earnings estimates ratings by analysts

  .  lack of market liquidity resulting from a relatively small amount of
     public stock float

  .  changes in generally accepted accounting principles

  .  sales of common stock by existing holders

  .  the announcement and market acceptance of proposed acquisitions

                                       14
<PAGE>

Year 2000 issues could affect our business

   The Year 2000 issue is the result of computer programs being written using
two digits rather than four to define the applicable year. Any of our programs
that have time-sensitive software may recognize a date using "00" as the year
1900 rather than the year 2000. This could result in major system failure or
miscalculations. Thus far, we have had no significant problems related to year
2000 issues associated with the computer systems, software, or any other
property and equipment currently in use. However, we cannot guarantee that the
year 2000 problem will not adversely affect our business, operating results, or
financial condition at some point in the future.

   We cannot be sure that we will be completely successful in our efforts to
address the year 2000 issue or that problems arising from the year 2000 issue
will not cause a material adverse effect on our operating results or financial
condition. We are limited in our efforts to address the year 2000 issue as it
relates to third parties and rely solely on the assurances of these third
parties as to their year 2000 preparedness.

Our principal shareholder has significant control over Emergent Information
Technologies, Inc.

   Steven S. Myers, our Chairman of the Board, beneficially owns approximately
44.1% of our outstanding common stock and will have the ability to control or
significantly influence the election of directors and the results of other
matters submitted to a vote of shareholders. Such concentration of ownership
may have the effect of delaying or preventing a change in control of the
Company and may adversely affect the voting or other rights of other holders of
common stock. Our board of directors is currently comprised entirely of
individuals supported by Mr. Myers.

We may fail to manage our cash flow and violate our debt covenants

   We have recently expended and expect to continue to expend significant
amounts of cash in connection with our growth and the acquisition of other
companies. In addition, as a result of certain earnout obligations, we may be
required to make further expenditures of cash in connection with such
acquisitions. We also require certain levels of cash in the normal operation of
our business. We currently maintain credit facilities with our banks in the
amount of $50 million. At March 31, 2000, we have a balance outstanding
pursuant to such credit facilities of $35.8 million.

   While we believe that our current financing needs will be adequately
addressed with our current credit facilities and profits from operations for
the foreseeable future, there can be no assurance that such credit facilities
will be sufficient for all our requirements in the future, that our banks will
increase our credit facilities as and when needed, that such banks will renew
our credit facilities at the expiration of their current term or that any such
modification or renewal will be on terms satisfactory to us. In such case, we
may be compelled to consider, among other things, raising additional cash
through the equity markets. If we are unable to obtain additional financing
when so required, there would be a material adverse effect on the Company's
business, financial condition and results of operations.

THREE MONTHS ENDED MARCH 31, 2000 COMPARED TO THREE MONTHS ENDED MARCH 31, 1999

   Net Revenues. Net revenues increased $6.3 million, or 24.9%, to $31.6
million for the three months ended March 31, 2000 as compared to $25.3 million
for the three months ended March 31, 1999. The increase resulted primarily from
a combination of internal revenue growth and acquisitions (KAI and S3I
contributed 2000 revenue of $2.2 million). The internal revenue growth rate,
which excludes revenue from the first twelve months after the closing date for
each acquisition, was approximately 16%. Factors contributing to our internal
growth rate include: (i) increased demand in the information technology and
high-end contract support services market; (ii) increased billing rates
resulting from an increase in associates' wages; and (iii) sales of internally
developed software products and related maintenance services.

                                       15
<PAGE>

   Gross Margin. Gross margin increased $1.9 million, or 17.4%, to $12.8
million, for the three months ended March 31, 2000 as compared to $10.9 million
for the three months ended March 31, 1999. As a percentage of net revenues,
gross margin decreased to 40.4% compared to 43.0% for the same three months of
1999. The decrease in gross margin as a percentage of revenues was attributed
to an increase in compensation and benefits to direct employees and a reduction
in contribution from the Company's proposal management business as a percentage
of total revenues.

   Selling, General & Administrative Expenses, Software Development Costs and
Amortization of Goodwill and Other Intangibles. Selling, general and
administrative expenses increased $3.7 million, or 67.9%, to $9.2 million for
the three months ended March 31, 2000 as compared to $5.5 million for the three
months ended March 31, 1999. As a percentage of revenues, selling, general and
administrative expenses increased to 29.1% for the three months ended March 31,
2000, as compared to 21.7% for the same three months of 1999. This increase was
the result of increases in administrative costs related to the increase in
number of personnel as well as facility expenses attributable to the Company's
new office facilities in Vienna, Virginia and Colorado Springs, Colorado. The
Company expensed $1.3 million of development costs for software products being
sold or to be sold to commercial customers for the three months ended March 31,
2000 as compared to $1.2 million in the prior year period. Amortization of
goodwill and other intangibles increased to $0.5 million for the three months
ended March 31, 2000, from $0.3 million for the same three months of 1999,
reflecting the acquisition of S3I in the current year.

   Operating Income. Operating income was $1.8 million for the three months
ended March 31, 2000 as compared to $3.9 million in the prior year period. As a
percentage of revenues, operating income decreased to 5.6% for the three months
ended March 31, 2000 from 15.4% for the same three months of 1999, which is
attributed to the increase in selling, general and administrative expenses,
discussed above.

   Other Income (Expense). Other expense, net was $593,000 for the three months
ended March 31, 2000 as compared to other income, net of $39,000 for the same
three months of 1999. The increase in net expenses is due to higher interest
expense of $606,000 based on increased bank borrowings.

   Net Income. Net income was $0.7 million for the three months ended March 31,
2000 as compared to $2.3 million for the same three months in 1999, a decrease
of $1.6 million or 69.6%.

                        LIQUIDITY AND CAPITAL RESOURCES

   For the three months ended March 31, 2000, the Company's net cash used in
operating activities was approximately $0.8 million, compared to cash flows
used in operating activities of $0.7 million in the same period of the prior
year. This increase was due to an increase in accounts receivables and software
development expenses.

   Net cash used in investing activities was $5.9 million for the three months
ending March 31, 2000, compared to cash flows used in investing activities of
$4.3 million for the same period of the prior year. The Company's primary uses
of funds on investing activities during the three months ended March 31, 2000
were the acquisition of S3I in February 2000 and purchases of property and
equipment used in operations.

   Net cash provided by financing activities was $6.8 million in the three
months ended March 31, 2000, compared to $5.4 million for the same period of
the prior year. The primary source of cash provided by financing activities for
the three months ended March 31, 2000, was net borrowings of $6.8 million to
fund the acquisition of S3I.

   The Company previously completed the acquisition of all the outstanding
common shares of SIS in March, 1999. The definitive agreement obligates the
Company to make an earnout payment contingent upon the achievement of certain
operating results. The earnout paid in April 2000 was $7.1 million and was
recorded in

                                       16
<PAGE>

goodwill and accrued earnout payable as of March 31, 2000. The Company paid
such earnout payment from existing cash and cash equivalents, cash flow from
operations and available borrowings under the Amended Credit Facility.

   The definitive agreements with KAI and S3I obligate the Company to make
earnout payments contingent upon the achievement of certain operating results.
The earnouts are payable in cash and are due within the next eighteen months.
The Company believes that the final earnout payments, as adjusted, could range
between $3.0 and $4.0 million. The Company expects to pay such earnout payments
from existing cash and cash equivalents, cash flow from operations and
available borrowings under the Amended Credit Facility.

                                       17
<PAGE>

                           PART II--OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

   Not applicable

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

   Not applicable

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

   Not applicable

ITEM 4. SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS

   Not applicable

ITEM 5. OTHER INFORMATION

   Not applicable

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

    (a) Exhibits

<TABLE>
<CAPTION>
   Exhibit
     No.
   -------
   <C>     <S>
    10.1*  Amendment Number One to amended and restated credit and security
           agreement dated August 20, 1999 among the Company and Mellon Bank.

    10.2*  Amendment Number One [Two] to amended and restated credit and
           security agreement dated April 10, 2000 among the Company, Mellon
           Bank, and Wells Fargo Bank.

    10.3*  Stock Pledge Agreement dated April 10, 2000 among the Company and
           Mellon Bank.

    27.1*  Financial Data Schedule
</TABLE>

    (b) Reports on Form 8-K

     None
--------
   * filed herewith

                                       18
<PAGE>

                                   SIGNATURES

   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.

                                     EMERGENT INFORMATION TECHNOLOGIES, INC.

Date: May 15, 2000                             /s/ Michael A. Piraino
                                     By: ______________________________________
                                                   Michael A. Piraino
                                          President, Chief Executive Officer,
                                             Acting Chief Financial Officer,
                                                 Secretary and Director
                                             (Principal Financial Officer)

                                       19
<PAGE>

                                 EXHIBIT INDEX

<TABLE>
<CAPTION>
 Exhibit
 Number  Description
 ------- -----------
 <C>     <S>
 10.1    Amendment Number One to amended and restated credit and security
         agreement dated August 20, 1999 among the Company and Mellon Bank.

 10.2    Amendment Number One [Two] to amended and restated credit and security
         agreement dated April 10, 2000 among the Company, Mellon Bank, and
         Wells Fargo Bank.

 10.3    Stock Pledge Agreement dated April 10, 2000 among the Company and
         Mellon Bank.

 27.1    Financial Data Schedule
</TABLE>

                                       20