<PAGE>   1
                                       `
                       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 31, 2000
                                       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)

<TABLE>
<CAPTION>
                              Delaware                                                             56-1930691
            ---------------------------------------------------                                    ----------
<S>                                                                                   <C>
      (State or other jurisdiction of incorporation or organization)                  (I.R.S. Employer Identification No.)
                      5605 Carnegie Blvd., Suite 500
                         Charlotte, North Carolina                                                   28209
                  ---------------------------------------                                            ------
                 (Address of principal executive offices)                                          (Zip Code)
</TABLE>

                                 (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, 2001, computed by reference to the closing sale
price on such date, was $39,784,731. (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, 26,165,747 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 31, 2000 (the "Annual Report") furnished to the
Commission pursuant to Rule 14a-3(b) and definitive Proxy Statement pertaining
to the 2001 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>   2


                                     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. 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 December 31, 2000, the Company operated through a
network of 149 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 18,000 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 31, 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 45 offices in 20 states at
December 31, 2000. IT Services had approximately 3,500 consultants on assignment
at February 28, 2001, of which approximately 1,300 (or 37%) were salaried
employees. Of the balance (63% of the total), approximately 1,350 consultants
were hourly employees and 850 consultants were independent contractors.

           IT Services provides skilled personnel, such as web developers and
consultants, 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>   3
           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 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 a
career enhancement website and internet job board, website development and
hosting services, web based employment channels and vendor management systems.

           The Company recently introduced a new automated hiring product called
AutoHire. AutoHire is a technology tool designed to serve as the career portion
of a corporate website. Employment candidates visiting a corporate career
channel powered by AutoHire will be provided with organizational information,
searchable job opportunities, career enhancement opportunities and online job
application tools. For the customer, AutoHire provides hiring managers with a
single point-of-entry job posting system that facilitates simultaneous posting
of jobs to the corporate website, the internet, external staffing services
providers, vendor management systems, job boards and other recruitment tools and
service providers. The system also allows hiring managers to update career
channel content, tailor online interview questions to specific job requirements
and rank employment candidates by score based on how they answer online
interview questions.


                                       3
<PAGE>   4
           Operations

           IT Services markets its services to regional and local accounts on a
decentralized basis. The following table sets forth information at December 31,
2000 on the brand names, markets, numbers of offices and dates founded of the IT
Services companies:

<TABLE>
<CAPTION>
                                                                             NUMBER OF        DATE
               NAME                 MARKETS                                   OFFICES        FOUNDED
               ----                 -------                               --------------     -------
<S>                              <C>                                      <C>                <C>
Advanced Business Consultants       Kansas City, KS                              1            1986

BAL Associates                      Silicon Valley, CA                           2            1989
                                    Orlando, FL

BEST Consulting                     Seattle,  WA                                 11           1990
                                    Portland and Salem, OR
                                    Salt Lake City, UT
                                    Boise, ID
                                    Sacramento, CA
                                    Phoenix, AZ
                                    Minneapolis, MN
                                    Las Vegas and Reno, NV
                                    Chicago, IL

CareerShop                          Orlando, FL                                  1            1996

Command Technologies                Denver, CO                                   1            1978

Computer Resources Group            San Francisco and                            3            1972
                                    Sacramento, CA
                                    Salt Lake City, UT

DRACS/SSC                           Atlanta, GA                                  2            1989
                                    Birmingham, AL

Gentry                              Oakland, CA                                  1            1974
IMA Plus                            Jacksonville, FL                             1            1987
IMS Consulting                      Newport Beach, CA                            1            1980
InfoTech Contract Services          Waltham, MA                                  1            1993
Lloyd-Ritter Consulting             Silicon Valley, CA                           1            1980

Paladin Consulting                  Dallas, TX                                   1            1984
RealTime Consulting                 Dallas,  TX                                  3            1991
                                    Kansas City, KS

Staff Options                       Denver, CO                                   1            1969

Trilogy Consulting -- IL            Chicago, IL                                  6            1982
                                    Denver, CO
                                    Kalamazoo, MI
                                    Princeton, NJ
                                    Silicon Valley, CA
Trilogy Consulting -- VA            Richmond, VA                                 4            1980

Vital Computer Services             New York, NY                                 4            1970
                                    Fairfax, VA
                                    Livingston, NJ
                                    Ft. Lauderdale, FL
</TABLE>


                                       4
<PAGE>   5
           Sales and Marketing

           IT Services has developed a sales and marketing strategy that focuses
on both regional and local accounts, and is implemented in a decentralized
manner through its various branch locations. At the regional level, IT Services
has attained preferred vendor status under multiple local brand names at a
number of large clients. 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 the IT Services' geographic presence in multiple
markets.

           Local accounts are targeted and sold by account managers at the
branch offices, permitting IT Services to capitalize on the established IT
Services brand name in that market and the local expertise and established
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 also 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 December 31, 2000, Commercial Staffing operated through 104
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.

                                       5
<PAGE>   6
           Operations

           Commercial Staffing markets its staffing services to local and
regional clients through its network of offices across the United States. The
following table sets forth information at December 31, 2000 on the brand names,
markets, numbers of offices and dates founded of the Commercial Staffing
companies:


<TABLE>
<CAPTION>
                                                                                     NUMBER OF          DATE
                NAME                   MARKETS                                       OFFICES(1)       FOUNDED
                ----                   -------                                       ----------       -------
<S>                                    <C>                                           <C>              <C>
Abar Staffing                          San Francisco Bay Area, CA                         3             1954

Allegheny Personnel                    Pittsburgh and Camp Hill, PA                       6             1972

Ann Wells Personnel                    Silicon Valley, CA                                 1             1980

Careers                                Denver, CO                                         1             1969

Creative Staffing                      Charlotte Area, NC                                12             1972
                                       Rock Hill, SC

Denver Staffing                        Denver, CO                                         4             1978

FirstWord Staffing Services            Dallas and Fort Worth, TX                          9             1978
                                       Richmond and Charlottesville, VA
Fox Staffing                           Washington, DC                                     5             1978

Jeffrey Staffing Group                 Boston Area, MA                                   10             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                     21             1969
                                       Riverside/San Bernardino, CA
                                       San Diego, CA

West Personnel Service                 North and West Suburban Chicago, IL                8             1954

Word Processing Professionals          New York, NY                                       2             1982
</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.


                                       6
<PAGE>   7
           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 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 business development program 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
established brand names, which have been in use 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 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 lower 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.


                                       7
<PAGE>   8
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.

           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 incremental year-to-year increase in the
profitability of their operations and is designed to motivate them to maximize
the growth and profitability of their offices.

BACK OFFICE SYSTEMS

           Commercial Staffing uses a number of automated systems to allow it to
quickly and effectively 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 over 97% of its offices.


                                       8
<PAGE>   9
COMPETITION

           The United States staffing services market is highly competitive and
highly fragmented, with more than 15,000 offices competing in the industry, and
has limited barriers to entry. However, the commercial staffing and information
technology services industries have undergone significant consolidation. 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 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 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.


                                       9
<PAGE>   10
EMPLOYEES

           At February 28, 2001, the Company had approximately 1,300 permanent
administrative employees. Additionally, approximately 2,700 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.

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.


                                       10
<PAGE>   11
                                    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." As of March 15,
2001, there were approximately 6,800 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>
      2000
      First Quarter                   $10 3/4          $ 6          $ 6 1/8
      Second Quarter                    6 1/2            2  5/8       2 61/64
      Third Quarter                     3 15/16          2  5/16      3 1/8
      Fourth Quarter                    3 3/8            1  5/16      1 11/16

      1999
      First Quarter                   $18 9/16         $ 5  7/8      $7 3/16
      Second Quarter                   11 5/8            6  3/4       9 15/16
      Third Quarter                    10 5/8            4 15/16      6 1/4
      Fourth Quarter                   11 11/16          6           10 1/4

      1998
      First Quarter                   $23 3/8          $15          $22 3/8
      Second Quarter                   23 3/8           17           17 1/6
      Third Quarter                    20 3/4           11           12 15/16
      Fourth Quarter                   17 1/2            8 5/8       17 1/2
</TABLE>


The last reported sales price on March 15, 2001 was $1.56.

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


                                       11
<PAGE>   12
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 Income,"
"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.

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.


                                       12
<PAGE>   13
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 31, 2000 and
                     January 2, 2000

                     Consolidated Statements of Income for the years ended
                       December 31, 2000, January 2, 2000 and January 3, 1999

                     Consolidated Statements of Shareholders' Equity for the
                       years ended December 31, 2000, January 2, 2000 and
                       January 3, 1999

                     Consolidated Statements of Cash Flows for the years ended
                        December 31, 2000, January 2, 2000 and January 3, 1999

                     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 to this Report on Form 10-K are listed in the
                 accompanying Exhibit Index.


       b.    Reports on Form 8-K

                  The Company filed no Current Reports on Form 8-K during the
                  fourth quarter of 2000.


                                       13
<PAGE>   14
                                   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 26, 2001.

                                        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 26, 2001.

                                    Signature


<TABLE>
<S>                                                 <C>
                                                    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
</TABLE>



                                       14
<PAGE>   15
                                  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              3.1                  333-31863
                         the 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                1                    0-27792
                         First Union National Bank (as successor
                         trustee)

      4.2                Indenture between the Company and First               4.2                  333-31863
                         Union National Bank, as Trustee

      4.3                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
                         Compensation Plan                                                        ended 1/3/99

     10.3+               Employee Stock Purchase Plan, as amended               *

     10.4#+              Director and Officer Indemnification                 10.3               10-K for year
                         Agreement of James V. Napier                                            ended 12/31/95

     10.5+               Letter of Employment between the Company              *
                         and Larry L. Enterline

     10.6+               Supplemental Retirement Plan for Edward              10.7            10K for year ended
                         P. Drudge, Jr.                                                               1/2/00

     10.7+               Form of Retirement Agreement between the             10.8            10-K for year ended
                         Company and Edward P. Drudge, Jr.                                            1/2/00

     10.8+               Employment Agreement between the Company             10.10            10-K for year ended
                         and James C. Hunt                                                           12/29/96

     10.9+               Employment Agreement between the Company             10.13            10-K for year ended
                         and Ken R. Bramlett, Jr.                                                    12/29/96
</TABLE>

<PAGE>   16
<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>
     10.10+              Employment Agreement between the Company              10.9            10-K for year ended
                         and Michael H. Barker                                                        1/3/99

     10.11               Amended and Restated Non-Qualified                   10.16            10-K for year ended
                         Profit-Sharing Plan                                                         12/29/96

     10.12+              Director's Non-Qualified Deferred Fee Plan           10.12            10-K for year ended
                                                                                                     12/28/97
     10.13               Amendment No. 3 to Amended and Restated                *
                         Credit Agreement among the Company and
                         its subsidiaries, the lenders party
                         thereto and Bank of America, as Agent

     10.14               Stock Purchase Agreement for the sale of               1               8-K dated 12/26/97
                         Nursefinders between PFI Corp.,
                         Nursefinders, Inc., and Nursefinder
                         Acquisition Corp.

     10.15               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                  *
</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.