<PAGE>
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                -----------------
                                    FORM 10-K
                                -----------------
(Mark One)

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

                   For the fiscal year ended December 30, 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 001-13956
                                               ---------

                        PERSONNEL GROUP OF AMERICA, INC.
             (Exact name of registrant as specified in its charter)

                Delaware                                56-1930691
   ----------------------------------                   ----------
     (State or other jurisdiction           (I.R.S. Employer Identification No.)
   of incorporation or organization)

         Five Lakepointe Plaza
        2709 Water Ridge Parkway
        Charlotte, North Carolina                          28217
 ---------------------------------------                   ------
(Address of principal executive offices)                 (Zip Code)

                                 (704) 442-5100
                                 --------------
              (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
                          ----------------------------
                                (Title of Class)

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

         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 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 or any
amendment to this Form 10-K. [X]

         The aggregate market value of voting stock held by non-affiliates of
the registrant as of March 15, 2002, computed by reference to the closing sale
price on such date, was $37,583,580. (For purposes of calculating this amount
only, all directors and executive officers are treated as affiliates. This
determination of affiliate status is not necessarily a conclusive determination
for other purposes.) As of the same date, 26,713,642 shares of Common Stock,
$.01 par value, were outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE

         Certain portions of the Registrant's Annual Report to Stockholders for
the fiscal year ended December 30, 2001 (the "Annual Report") furnished to the
Commission pursuant to Rule 14a-3(b) and definitive Proxy Statement pertaining
to the 2002 Annual Meeting of Shareholders ("the Proxy Statement") filed with
the Commission pursuant to Regulation 14A are incorporated herein by reference
into Parts II and IV, and Part III, respectively.
================================================================================

<PAGE>
                                     PART I.

ITEM 1.  BUSINESS

         Personnel Group of America, Inc. (the "Company"), is a leading provider
of information technology and commercial staffing services to businesses,
professional and government organizations. The Company is organized into two
Divisions, the Information Technology Services Division ("IT Services") and the
Commercial Staffing Services Division ("Commercial Staffing"), and operates in
strategic markets throughout the United States. Certain financial information is
reported by segment in Note 15 to the Consolidated Financial Statements included
in Part II, Item 8 of this report. The Company's services include information
technology consulting, temporary staffing, placement of full time employees,
on-site management of temporary employees and training and testing of temporary
and permanent workers. The Company also provides technology tools for human
capital management that enable its customers to automate portions or all of
their hiring processes. At February 28, 2002, the Company operated through a
network of 125 offices located in major metropolitan areas throughout the United
States.

         IT Services offers information technology professionals on a temporary
basis and consulting services in a range of computer-related disciplines.
Commercial Staffing offers a wide variety of temporary office and clerical, and
finance and accounting services, to more than 15,000 organizations nationwide.
Commercial Staffing also provides light technical and light industrial services
to its customers, but these services typically account for less than 20% of the
division's total revenues. Each division also offers permanent placement
services in a range of specialties. For the year ended December 30, 2001, IT
Services and Commercial Staffing represented approximately 61% and 39%,
respectively, of the Company's total revenues.

         The Company's businesses operate under a number of proprietary brand
names. The Company endeavors to protect its intellectual property rights and has
obtained registrations in the United States of certain of the trademarks, trade
names and service marks that appear in this report.

INFORMATION TECHNOLOGY SERVICES DIVISION

         IT Services provides information technology professionals on a
temporary basis and consulting services through 33 offices in 20 states at
February 28, 2002. IT Services had approximately 2,350 consultants on assignment
at February 28, 2002, of which approximately 890 (or 38%) were salaried
employees. Of the balance (62% of the total), approximately 910 consultants were
hourly employees and 550 consultants were independent contractors.

         Services Offerings

         IT Services provides skilled personnel, such as web developers and
consultants, project managers, programmers, systems designers, software
engineers, LAN administrators, systems integrators, helpdesk staff and other
technology specialists, to a wide variety of clients, typically on an as-needed
time and materials basis. A number of IT Services' offices have developed
technology specialties, and have entered into alliances with packaged software
and systems vendors and other technology partners to provide services necessary
to install and maintain their partners' technologies. Many IT Services offices
also provide software engineering, web design, applications development and
strategic consulting services.

         IT Services' staffing services include providing individuals or teams
of computer professionals to corporations and other organizations that need
assistance with project management, analysis, systems design, programming,
maintenance, testing and special technologies for short-term and long-term
information technology projects. The division's service offerings encompass a
wide variety of tasks, ranging from management of all aspects of a project or
the implementation of turnkey systems to the fulfillment of temporary staffing
needs for technology projects.


                                       2
<PAGE>

         Selected offices in IT Services also provide complementary or
stand-alone consulting services in the information technology area, typically on
a time and materials basis. For example, certain offices work with clients
interested in alternatives to outsourcing their internal information technology
organization, as well as implementing complex systems integration solutions, and
offer a range of consulting services in areas such as systems development and
client/server networks that span mainframe, mid-range and desktop systems. These
services are provided at the client's site or at off-site development centers.
The Company intends to continue expanding the consulting services component of
the IT Services service offerings as part of its strategy to offer a full range
of IT services to its clients.

         Technology Tools and Automated Hiring Systems

         To complement its core staffing and consulting services offerings, the
Company also offers its customers a variety of technology tools and automated
hiring systems designed to streamline and automate portions or all of their
human capital management processes. These tools and systems include vendor
management systems, a career enhancement website and Internet job board, website
development and hosting services and web based employment channels.

         Rebranding Initiative

         IT Services historically marketed its services to regional and local
accounts on a decentralized basis under a family of separate and distinct brand
names. In 2001 IT Services launched a rebranding initiative to develop a common
brand position as "Venturi Technology Partners," and expects to have completed
this initiative by March 2002. The following table sets forth information at
February 28, 2002 on the markets and numbers of offices of the IT Services
operations:

               NAME            MARKETS                         NUMBER OF OFFICES
               ----            -------                         -----------------

Venturi Technology Partners    Birmingham, Alabama                     1
                               Phoenix, Arizona                        1
                               Mountain View, California               1
                               Newport Beach, California               1
                               Sacramento, California                  1
                               San Francisco, California               1
                               San Jose, California                    1
                               Silicon Valley, California              1
                               Denver, Colorado                        1
                               Ft. Lauderdale, Florida                 1
                               Jacksonville, Florida                   1
                               Orlando, Florida                        1
                               Atlanta, Georgia                        1
                               Boise, Idaho                            1
                               Chicago, Illinois                       1
                               Kansas City, Kansas                     2
                               Waltham, Massachusetts                  1
                               Kalamazoo, Michigan                     1
                               Minneapolis, Minnesota                  1
                               Livingston, New Jersey                  1
                               Princeton, New Jersey                   1
                               Las Vegas, Nevada                       1
                               Reno, Nevada                            1
                               New York, New York                      1
                               Portland, Oregon                        1
                               Salem, Oregon                           1
                               Dallas, Texas                           1
                               Salt Lake City, Utah                    1
                               Richmond, Virginia                      2
                               Vienna, Virginia                        1
                               Seattle, Washington                     1


                                       3
<PAGE>

         Sales and Marketing

         IT Services has developed a sales and marketing strategy that focuses
on both national and local accounts, and is implemented in a decentralized
manner through its various branch locations. At the national level, IT Services
has attained preferred vendor status under multiple local brand names, and is in
the process of converting those contracts to "Venturi Technology Partners" to
provide leverage across the practice. These accounts are typically targeted by a
local IT Services company with a presence in a specific market, and then are
sold on the basis of the strength of IT Services' geographic presence in
multiple markets. IT Services also is supported by a centralized proposal
generating department, which assists in the development of responses to large
account RFP's and supports the Division's efforts to broaden its preferred
vendor relationships.

         Local accounts are targeted and sold by account managers at the branch
office level, permitting IT Services to capitalize on the established local
expertise and relationships of its branch office employees. These accounts are
solicited through personal sales presentations, telephone marketing, direct mail
solicitation, referrals from clients and other companies in IT Services and
Commercial Staffing and advertising in a variety of local and national media.
Advertisements appear in the Yellow Pages, newspapers and trade publications.
Local employees are encouraged to be active in civic organizations and industry
trade groups to facilitate the development of new customer relationships.

         The information technology services business is affected by the timing
of holidays and seasonal vacation patterns, generally resulting in lower IT
revenues and lower operating margins in the fourth quarter of each year.

COMMERCIAL STAFFING SERVICES DIVISION

         At February 28, 2002, Commercial Staffing operated through 92 offices
in 14 states and the District of Columbia. Commercial Staffing provides
temporary personnel who perform general office and administrative services, word
processing and desktop publishing, office automation, records management,
production/assembly/distribution, telemarketing, finance, accounting and other
staffing services. Certain of Commercial Staffing's offices also provide
full-time placement and payrolling services. Payrolling services entail
employment by Commercial Staffing of individuals recruited by a customer on a
fee basis.


                                       4
<PAGE>

         Operations

         Commercial Staffing markets its staffing services to local and regional
clients through its network of offices across the United States. Like IT
Services, Commercial Staffing is rebranding its operations "Venturi Staffing
Partners," and expects to be substantially completed with this initiative by the
end of 2002. The following table sets forth information at February 28, 2002 on
the brand names, markets, numbers of offices and dates founded of the Commercial
Staffing companies:

<TABLE>
<CAPTION>

NAME                         MARKETS                             NUMBER OF OFFICES(1)       DATE FOUNDED
----                         -------                             --------------------       ------------
<S>                          <C>                                     <C>                     <C>
Venturi Staffing Partners    San Francisco, California                    7                      1954
                             Denver, Colorado
Allegheny Personnel          Pittsburgh and Camp Hill, PA                 6                      1972
Creative Staffing            Charlotte Area, NC                           8                      1972
                             Rock Hill, SC
FirstWord Staffing Services  Dallas and Fort Worth, TX                    7                      1978
Fox Staffing                 Richmond and Charlottesville, VA             5                      1978
                             Washington, DC
Jeffrey Staffing Group       Boston Area, MA                              9                      1971
                             Warwick, RI
Profile Temporaries          Loop Area of Chicago, IL                     1                      1979
Sloan Staffing Services      New York, NY                                 1                      1962
Temp Connection              Long Island, NY                              2                      1982
                             Secaucus, NJ
The Connection Group         Houston, Dallas and Austin, TX               6                      1983
TempWorld                    Atlanta Area, GA                            12                      1978
                             Birmingham, AL
Thomas Staffing              Los Angeles/Orange County, CA               19                      1969
                             Riverside/San Bernardino, CA
                             San Diego, CA
West Personnel Service       North and West  Suburban  Chicago,           8                      1954
                             IL
Word Processing              New York, NY                                 1                      1982
Professionals
</TABLE>

---------------
(1)      Does not include vendor-on-premises locations at customer sites.

         Commercial Staffing strives to satisfy the needs of its customers by
providing customized services, such as on-site workforce management and
full-time placement services. The flexibility of Commercial Staffing's
decentralized organization allows it to tailor its operations to meet local
client requirements. For example, certain clients are provided with customized
billings, utilization reports and safety awareness and training programs.

         To meet the growing demand in the staffing services business for
on-site management capability, Commercial Staffing offers SourcePLUS, its
customized on-site temporary personnel management system. SourcePLUS places an
experienced staffing service manager at the client facility to provide complete
staffing support that is customized to meet client-specific needs. This program
facilitates client use of temporary personnel and allows the client to outsource
a portion of its personnel responsibility to Commercial Staffing's on-site
representative, who gathers and records requests for temporary jobs from client
department heads and then fulfills client requirements. These Commercial
Staffing representatives can also access Commercial Staffing's systems through
on-site personal computers.

         Commercial Staffing's full-time placement services provide traditional
staff selection and recruiting services to its clients. In addition to
recruiting employees through referrals, Commercial Staffing places
advertisements in local newspapers to recruit employees for specific positions
at client companies. Commercial Staffing utilizes its expertise and selection
methods to evaluate the applicant's credentials. If the applicant receives and
accepts a full-time position at the client, Commercial Staffing charges the
employer a one-time fee, generally based on the annual salary of the employee.

         To maintain a consistent quality standard for all its temporary
employees, Commercial Staffing uses a comprehensive automated system to screen
and evaluate potential temporary personnel, make


                                       5
<PAGE>

proper assignments and review a temporary employee's performance. Commercial
Staffing uses the QuestPLUS System to integrate the results of their skills
testing with personal attributes and work history and automatically matches
available candidates with customer requirements. Commercial Staffing also
provides uniform training to all of its employees in sales, customer service and
leadership skills.

         Sales and Marketing

         Commercial Staffing has implemented a standardized Business Development
Process (BDP) to target potential customers with temporary staffing needs and to
maintain and expand existing customer relationships. The marketing efforts of
Commercial Staffing are decentralized and capitalize on long-standing business
relationships with the clients of Commercial Staffing's companies and their
lengthy market tenure, as these operations have been in their existing
geographic markets for more than 25 years on average. Commercial Staffing
obtains new clients primarily through personal sales presentations and referrals
from other clients of Commercial Staffing and IT Services and supports its sales
efforts with telemarketing, direct mail solicitation and advertising in a
variety of local and national media, including the Yellow Pages, newspapers,
magazines and trade publications. Commercial Staffing also is supported by a
centralized proposal generation department, which assists in the development of
responses to large account RFPs, and otherwise supports the Division's efforts
to broaden its large account base.

         Commercial Staffing devotes the majority of its selling efforts to the
local and regional operations of a wide variety of businesses (including a
number of Fortune 500 companies) and to other potential customers that it has
identified as consistent users of temporary staffing services. Local and
regional accounts are characterized by shorter sales cycles and higher gross
margins. Commercial Staffing generally does not seek low margin national account
agreements, but does provide services to a wide variety of customers with
national and international businesses. Bids for large user accounts and the
provision of services to clients with multiple location requirements are
coordinated at the Company's headquarters.

         The commercial staffing business is subject to the seasonal impact of
summer and holiday employment trends. Typically, the second half of each
calendar year is more heavily affected, as companies tend to increase their use
of temporary personnel during this period. While the commercial staffing
industry is cyclical, the Company believes that the broad geographic coverage of
its operations and the diversity of the services it provides (including its
emphasis on high-end white collar clerical workers) may partially mitigate the
adverse effects of economic cycles in a single industry or geographic region.

RECRUITING AND RETENTION OF TEMPORARY EMPLOYEES

         The Company recruits its Commercial Staffing temporary associates and
IT Services consultants through a decentralized recruiting program that
primarily utilizes the Internet and local and national advertisements. In
addition, the Company has succeeded in recruiting qualified employees through
referrals from its existing labor force. To encourage further referrals, most of
the companies in IT Services and Commercial Staffing pay referral fees to
employees responsible for attracting new recruits. The Company interviews,
tests, checks references and evaluates the skills of applicants for temporary
employment, utilizing systems and procedures developed and enhanced over the
years. Commercial Staffing employs temporary associates on an as needed basis
dependent upon client demand. These temporary associates are paid only for time
they actually work.


                                       6
<PAGE>

         In an effort to attract a broad spectrum of qualified employees, the
Company offers a wide variety of employment options and training programs. In
addition, IT Services operates a number of formal and informal training programs
to provide its consultants with access to and training in new software
applications and a diverse mix of mainframe, client/server and other computer
technologies. The Company believes that these training initiatives have improved
consultant recruitment and retention, increased the technical skills of IT
Services' personnel and resulted in better service for IT Services' clients.

         The Company provides competitive compensation packages and
comprehensive benefits for its temporary associates and IT Services consultants.
Most of the temporary associates and IT Services consultants are also eligible
for the Company's 401(k) matching plans and employee stock purchase plan.

ORGANIZATIONAL STRUCTURE

         The Company operates through a network of decentralized offices, none
of which are franchised or licensed. Each office reports to a manager who is
responsible for day-to-day operations and the profitability of the office.
Depending on, among other things, the number of offices in a region, branch
managers may report to operating company presidents, regional managers, division
vice presidents or division presidents. Branch and regional managers are given a
high level of autonomy in making decisions about the operations in their
principal region. The compensation of branch and regional managers includes
bonuses primarily based on the growth and profitability of their operations and
is designed to motivate them to maximize revenue and profit growth each year.

SYSTEMS

         Commercial Staffing uses a number of automated systems to measure the
skills of the temporary employee candidates that make themselves available and
to match skills with client requests. The ProficiencyPLUS program is designed to
test specific computer-related skills by allowing the candidate to operate in
the actual software program environment. The QuestPLUS system integrates the
results of the Company's skills testing with personal attributes and work
history and automatically matches available candidates with customer
requirements. This system also allows the Company to track the performance of
its temporary employees and provide quality reports to customers that document
the level of the Company's performance.

         The Company utilizes branch paybill systems for Commercial Staffing.
The paybill processing system provides payroll processing and customer
invoicing. The Company has also installed common financial and human resources
systems in all of its offices.

COMPETITION

         Despite significant consolidation within the United States staffing
services market in the middle to late 1990's, the market remains highly
competitive and highly fragmented and has limited barriers to entry. A number of
publicly owned companies specializing in professional staffing services in the
United States have greater marketing, financial and other resources than the
Company.

         In the temporary staffing industry, competition generally is limited to
firms with offices located within a customer's particular local market. In most
major markets, commercial staffing competitors generally include many of the
publicly traded companies and, in addition, numerous regional and local
full-service and specialized temporary service agencies, some of which may
operate only in a single market. Competitors for information technology services
include local IT staffing and consulting firms, large, multi-service staffing
and consulting firms and the consulting affiliates of large accounting firms.

         Since many clients contract for their staffing services locally,
competition varies from market to


                                       7
<PAGE>

market. In most areas, no single company has a dominant share of the market.
Many client companies use more than one staffing services company, and it is
common for large clients to use several staffing services companies at the same
time. However, in recent years there has been a significant increase in the
number of large customers consolidating their temporary staffing purchases with
a single supplier or vendor manager, or with a smaller number of preferred
vendors. The trend to consolidate temporary staffing purchases has in some cases
made it more difficult for the Company to gain business from potential customers
who have already contracted to fill their staffing needs with competitors of the
Company. In other cases, the Company has been able to increase the volume of
business with certain customers who choose to purchase staffing services
primarily from the Company.

         The competitive factors in obtaining and retaining clients include an
understanding of clients' specific job requirements, the ability to provide
appropriately skilled temporary personnel at the local level in a timely manner,
the monitoring of job performance quality and the price of services. The primary
competitive factors in obtaining qualified candidates for temporary employment
assignments are wages, responsiveness to work schedules and the number of hours
of work available. Management believes that it is highly competitive in these
areas due to its focus on local markets and the autonomy given to its local
management.

REGULATION

         Temporary employment service firms are generally subject to one or more
of the following types of government regulation: (i) regulation of the
employer/employee relationship between a firm and its temporary employees; (ii)
registration, licensing, record keeping and reporting requirements; and (iii)
substantive limitations on its operations. Staffing services firms are the legal
employers of their temporary workers (other than independent contractors).
Therefore, such firms are governed by laws regulating the employer/employee
relationship, such as tax withholding or reporting, social security or
retirement, anti-discrimination and workers' compensation.

TRADEMARKS

         The Company maintains a number of trademarks, tradenames, service marks
and other intellectual property rights, and licenses certain other proprietary
rights in connection with its businesses. The Company is not currently aware of
any infringing uses or other conditions that would materially and adversely
affect its use of its proprietary rights.

EMPLOYEES

         At February 28, 2002, the Company had approximately 1,025 permanent
administrative employees. Additionally, approximately 1,800 of the information
technology consultants in IT Services were full-time salaried or hourly
employees. None of the Company's employees are covered by collective bargaining
agreements. The Company believes that its relationships with its employees are
good.

ITEM 2.  PROPERTIES

         Generally, the Company's offices are leased under leases of relatively
moderate duration (typically three to five years, with options to extend)
containing customary terms and conditions. IT Services and Commercial Staffing
offices are typically in office or industrial buildings, and occasionally in
retail buildings, and the Company's headquarters facilities and regional offices
are in similar facilities.


                                       8
<PAGE>

ITEM 3.  LEGAL PROCEEDINGS

         From time to time the Company is involved in certain disputes and
litigation relating to claims arising out of its operations in the ordinary
course of business. Further, the Company periodically is subject to government
audits and inspections. In the opinion of the Company's management, matters
presently pending will not, individually or in the aggregate, have a material
adverse effect on the Company's results of operations or financial condition.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         No matter was submitted to a vote of security holders during the fourth
quarter of the fiscal year covered by this report.


                                       9
<PAGE>

                                    PART II.

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED SHAREHOLDER MATTERS.

         The Company's common stock, $.01 par value (the "Common Stock"), is
listed on the New York Stock Exchange under the symbol "PGA." The Company was
advised in December 2001 by the New York Stock Exchange ("NYSE") that the
Company had fallen below NYSE continued listing standards, which require a
minimum share price of not less than $1.00 and total market capitalization of
not less than $15.0 million. At the market close on March 28, 2002, the
Company's share price closed at $1.35 and total market capitalization was
approximately $36.0 million. As required by the NYSE, the Company has submitted
a plan to the Listings and Compliance Committee of the NYSE demonstrating how
the Company plans to comply with the listing standards by the June 2002 deadline
set by the NYSE. Based upon internal estimates, the Company believes it will
satisfy the listing standards by the NYSE deadline, although it can give no
assurance that it will be able to do so. Should the Company fail to maintain
eligibility for the continued listing of its shares on the NYSE, the Company
believes, although can provide no assurance, that an alternative trading venue
will be available. If the Company were unable to secure an alternative trading
venue that was either a US national securities exchange or established
over-the-counter US trading market, the holders of the Notes would have the
right to require repayment of the Notes, which could lead to a default under the
Notes and a further default and acceleration of outstanding amounts under the
Credit Facility.

         As of February 28, 2002, there were approximately 4,860 shareholders
based on the number of holders of record and an estimate of the number of
individual participants represented by securities position listings.

         The Company's policy has been to retain earnings for use in its
business and, accordingly, it has not historically paid cash dividends on the
Common Stock. In addition, the Company's revolving credit facility currently
prohibits the payment of dividends. In the future, the Company's Board of
Directors will determine whether to pay cash dividends based on conditions then
existing, including the Company's earnings, financial condition, capital
requirements, financing arrangements, the terms of the Company's credit
agreements and any other factors deemed relevant by the Board of Directors.

         The following table sets forth the high, low and closing sales prices
for the Common Stock as reported on the New York Stock Exchange during the
periods indicated:


<TABLE>
<CAPTION>
                                       HIGH             LOW            CLOSE
                                       -----           -----           -----
      <S>                              <C>             <C>             <C>
      2001
      First Quarter                    $3.25           $1.20           $1.20
      Second Quarter                    2.07            1.09            1.38
      Third Quarter                     1.48            0.77            0.85
      Fourth Quarter                    1.11            0.40            0.88

      2000
      First Quarter                   $10.75           $6.00           $6.13
      Second Quarter                    6.50            2.63            2.95
      Third Quarter                     3.94            2.31            3.13
      Fourth Quarter                    3.38            1.31            1.69

      1999
      First Quarter                   $18.56           $5.88           $7.19
      Second Quarter                   11.63            6.75            9.94
      Third Quarter                    10.63            4.94            6.25
      Fourth Quarter                   11.69            6.00           10.25
</TABLE>


                                       10
<PAGE>

The last reported sales price on March 15, 2002 was $1.43.

ITEM 6.  SELECTED FINANCIAL DATA.

         The information required by this Item is included in the Company's
Annual Report under the caption "Selected Financial Data," which information is
set forth in Exhibit 13.1 to this Form 10-K and is hereby incorporated herein by
reference.

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS.

         The information required by this Item is included in the Company's
Annual Report under the caption "Management's Discussion and Analysis of
Financial Condition and Results of Operations," which information is set forth
in Exhibit 13.1 to this Form 10-K and is hereby incorporated herein by
reference.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         The information required by this Item is included in the Company's
Annual Report under the caption "Management's Discussion and Analysis of
Financial Condition and Results of Operations--Market Risk Disclosures," which
information is set forth in Exhibit 13.1 to this Form 10-K and is hereby
incorporated herein by reference.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

         The information required by this Item is included in the Company's
Annual Report under the captions "Report of Independent Accountants,"
"Consolidated Balance Sheets," "Consolidated Statements of Operations,"
"Consolidated Statements of Shareholders' Equity," "Consolidated Statements of
Cash Flows" and "Notes to Consolidated Financial Statements," which information
is set forth in Exhibit 13.1 to this Form 10-K and is hereby incorporated herein
by reference.

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE.

         The Company has no disagreements on accounting or financial disclosure
matters with its independent public accountants to report under this Item 9.

                                    PART III.

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

         Information contained in the Proxy Statement in the first paragraph
under the caption "Election of Directors--Nominees," and under the caption
"Election of Directors--Officers and Directors," is incorporated herein by
reference in response to this Item 10.

ITEM 11. EXECUTIVE COMPENSATION.

         Information contained in the Proxy Statement under the captions
"Election of Directors--Director Compensation" and "Executive Compensation" is
incorporated herein by reference in response to this Item 11.


                                       11
<PAGE>

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

         Information contained in the Proxy Statement under the caption
"Securities Ownership of Certain Beneficial Owners and Management" is
incorporated by reference herein in response to this Item 12.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

         The Company has no relationships or transactions to report under this
Item 13.

                                    PART IV.

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.

         a.       Documents filed as part of this Report:

                  (1)      The following Report of Independent Accountants and
                           financial statements of the Company are contained in
                           Item 8 above:

                           CONSOLIDATED FINANCIAL STATEMENTS:

                           Report of Independent Accountants

                           Consolidated Balance Sheets as of December 30, 2001
                           and December 31, 2000

                           Consolidated Statements of Operations for the years
                           ended December 30, 2001, December 31, 2000 and
                           January 2, 2000

                           Consolidated Statements of Shareholders' Equity for
                           the years ended December 30, 2001, December 31, 2000
                           and January 2, 2000

                           Consolidated Statements of Cash Flows for the years
                           ended December 30, 2001, December 31, 2000 and
                           January 2, 2000

                           Notes to Consolidated Financial Statements

                  (2)      No financial statement schedules are filed as part of
                           this Report. All financial statement schedules for
                           which provision is made in the applicable accounting
                           regulations of the Securities and Exchange Commission
                           are not required under the related instructions, are
                           inapplicable, or the required information is included
                           elsewhere in the notes to the financial statements
                           referred to above.

                  (3)      Exhibits:

                           The Exhibits filed with or incorporated by reference
                           into this Report on Form 10-K are listed in the
                           accompanying Exhibit Index.

         b.       Reports on Form 8-K:

                  The Company filed a report on Form 8-K dated December 31, 2001
                  announcing a first amendment to its shareholders' rights
                  agreement.

                  The Company filed a report on Form 8-K dated February 12, 2002
                  announcing extensions to its Senior Credit Facility.


                                       12
<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 on March 28, 2002.

                                       PERSONNEL GROUP of AMERICA, INC.

                                       By:  /s/  Larry L. Enterline
                                            ------------------------------------
                                                Larry L. Enterline
                                            Chief Executive Officer

         Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed by the following persons in the capacities indicated
on March 28, 2002.

                         Signature
                         ---------



/s/  Kevin P. Egan                    Chairman of the Board
-------------------------------
Kevin P. Egan



/s/  Larry L. Enterline               Chief Executive Officer and Director
-------------------------------
Larry L. Enterline



/s/  James C. Hunt                    President, Chief Financial Officer and
-------------------------------       Director
James C. Hunt



/s/  J. Roger King                    Director
-------------------------------
J. Roger King



/s/  James V. Napier                  Director
-------------------------------
James V. Napier



/s/  William J. Simione, Jr.          Director
-------------------------------
William J. Simione, Jr.


/s/ Janice L. Scites
-------------------------------       Director
Janice L. Scites


                                       13
<PAGE>


                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
                                                                               FILED HEREWITH (*)
                                                                             NON-APPLICABLE (NA) OR
                                                                                 INCORPORATED BY
                                                                                  REFERENCE FROM

                                                                                  PREVIOUS                COMPANY REG. NO.
    EXHIBIT                                                                        EXHIBIT                        OR
     NUMBER                                DESCRIPTION                             NUMBER                      REPORT
    -------                                -----------                            --------                ----------------
    <S>                  <C>                                                      <C>                     <C>
      3.1                Restated Certificate of Incorporation of the                3.1                      333-31863
                         Company, as amended
      3.2                Amended and Restated Bylaws of the Company                  3.2                       33-95228
      4.0                Specimen Stock Certificate                                  4.0                       33-95228
      4.1                Rights Agreement between the Company and First               1                        0-27792
                         Union National Bank (as successor trustee)
      4.2                First Amendment to Rights Agreement                         4.1                  8-K filed 12/31/01
      4.3                Indenture between the Company and HSBC Bank                 4.2                      333-31863
                         USA (as successor trustee)
      4.4                Form of Note Certificate for 5-3/4%                         4.3                      333-31863
                         Convertible Subordinates Notes
     10.1+               1995 Equity Participation Plan, as amended                 10.1                      333-31863
     10.2+               Amended and Restated Management Incentive                  10.2              10-K for year ended 1/3/99
                         Compensation Plan
     10.3+               2001 Non-Qualified Employee Stock Purchase Plan             4.1                      333-66334
     10.4#+              Director and Officer Indemnification Agreement             10.3                 10-K for year ended
                         of James V. Napier                                                                    12/31/95
     10.5+               Letter of Employment between the Company and               10.5                 10-K for year ended
                         Larry L. Enterline                                                                    12/31/00
     10.6+               Supplemental Retirement Plan for Edward P.                 10.7              10K for year ended 1/2/00
                         Drudge, Jr.
     10.7+               Form of Retirement Agreement between the                   10.8              10-K for year ended 1/2/00
                         Company and Edward P. Drudge, Jr.
     10.8+               Employment Agreement between the Company and               10.10                10-K for year ended
                         James C. Hunt                                                                         12/29/96
     10.9+               Employment Agreement between the Company and               10.13                10-K for year ended
                         Ken R. Bramlett, Jr.                                                                  12/29/96
     10.10+              Employment Agreement between the Company and               10.9              10-K for year ended 1/3/99
                         Michael H. Barker
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
                                                                               FILED HEREWITH (*)
                                                                             NON-APPLICABLE (NA) OR
                                                                                 INCORPORATED BY
                                                                                  REFERENCE FROM

                                                                                  PREVIOUS                COMPANY REG. NO.
    EXHIBIT                                                                        EXHIBIT                        OR
     NUMBER                                DESCRIPTION                             NUMBER                      REPORT
     ------                                -----------                             ------                      ------
    <S>                  <C>                                                      <C>                     <C>

     10.11+              Employment Agreement between the Company and                 *
                         Thomas M. Wittenschlaeger
     10.12               Amended and Restated Non-Qualified                         10.16                10-K for year ended
                         Profit-Sharing Plan                                                                   12/29/96
     10.13+              Director's Non-Qualified Deferred Fee Plan                 10.12                10-K for year ended
                                                                                                               12/28/97
     10.14               Amendment No. 4 to Amended and Restated Credit             99.2                  8-K filed 2/12/02
                         Agreement among the Company and its
                         subsidiaries, the lenders party thereto and
                         Bank of America, as Agent
     10.15               Equity Appreciation Rights Agreement                       99.3                  8-K filed 2/12/02
     10.16               Registration Rights Agreement between the                  10.17                     333-31863
                         Company and the Initial Purchasers

     12.1                Statement regarding computation of ratio of                  *
                         earnings to fixed charges
     13.1                Those portions of the Annual Report                          *
                         incorporated by reference in Parts II, Items
                         6, 7, 7A and 8 and Part IV, Item 14(a)(1) of
                         this report
     21.1                Subsidiaries of the Company                                  *
     23.1                Consent of PricewaterhouseCoopers LLP                        *
     99.1                Amendment to the Company's Amended and                       *
                         Restated Credit Agreement
</TABLE>

# This Exhibit is substantially identical to Director and Officer
Indemnification Agreements (i) of the same date between the Company and the
following individuals: Kevin P. Egan, J. Roger King, and William Simione, Jr.;
(ii) dated April 17, 1998 between the Company and each of James C. Hunt and Ken
R. Bramlett, Jr.; and (iii) dated August 9, 1999 between the Company and Janice
L. Scites.

+ Management Contract or Compensatory plan required to be filed under Item 14(c)
of this report and Item 601 of Regulation S-K of the Securities and Exchange
Commission.