# UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

# FORM 10-Q/A(Amendment No. 1)

# ý QUARTERLY REPORT
PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934

# For The Quarterly Period Ended March 31, 2004

# o TRANSITION REPORT
PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934

# For the Transition Period from _____ to ____

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# Commission File Number
0-27412

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

|Delaware
(State of incorporation) | 94-3173918
(I.R.S. ID)
|--------------------------------- | ----------------------

655 Montgomery Street, Suite 1000, San Francisco, CA 94111
(Address of principal executive offices)

(415) 477-9900
(Registrants telephone number, including area code)

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

Yes X      
No

Indicate
by checkmark whether the registrant is an accelerated filer (as defined in Rule 123-2 of
the Act).

Yes       
NoX

At
May 12, 2004, there were 24,861,620 shares of common stock outstanding.

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# PART I

Item 4 of the Form 10/Q filed by the
Company on May 17, 2004 is hereby amended and restated as follows.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

An evaluation of
the effectiveness of the design and operation of the Companys disclosure controls
and procedures as of March 31, 2004 was carried out by the Company under the supervision
and with the participation of the Companys management, including the Chief Executive
Officer and Chief Financial Officer. Based on that evaluation, the Chief Executive Officer
and Chief Financial Officer concluded that the Companys disclosure controls and
procedures as of the end of the period covered by this report were not designed nor were
functioning effectively to provide reasonable assurance that the information required to
be disclosed by the Company in reports filed under the Securities Exchange Act of 1934 is
recorded, processed, summarized and reported within the time periods specified in the
SECs rules and forms. The identified weakness in internal control over financial
reporting and in the disclosure controls is described below under the heading Change in
Internal Control over Financial Reporting.

Change in Internal Control over FinancialReporting

In connection with the audit for the fiscal year ended December 31, 2003,
the Companys independent auditors, KPMG LLP, identified a reportable condition in
internal control that KPMG LLP considered to be a material weakness under standards
established by the American Institute of Certified Public Accountants.

The material weakness noted by KPMG
occurred in the year ended December 31, 2003 and was the reason why KPMG identified an
audit adjustment that reduced an accrual for income taxes by $2.549 million.

The Company reflected in its
financial statements included in annual reports on Form 10-K for prior years the $2,618
accrual for income taxes related to certain income tax contingencies. The Company
continued to maintain the accrual for income taxes while the statute of limitations for
the tax years of the respective contingencies remained open.

In connection with its 2003 audit,
KPMG concluded that the income tax accrual should be reduced by $2,549 because the Company
had sufficient net operating losses available to apply against the tax contingencies. KPMG
pointed to the fact that the Company continued to have operating losses in years
subsequent to the years related to the tax contingencies and to the more recent change in
tax law allowing operating losses to be carried back five years.

The Company understands that KPMG
determined that the accounting adjustment had not been identified by the Company because
the Company failed to monitor business activities and changing circumstances to identify
events that necessitate a more in-depth written and contemporaneous analysis or
revaluation of prior management judgments and accounting estimates.

The Company addressed KPMGs
comment regarding its failure to monitor business activities and changing circumstance in
order to identify events that necessitate a more in-depth written and contemporaneous
analysis or revaluation of prior management judgments and accounting estimates. Within one
month after receiving KPMGs comment, the Company modified its internal control to
require a written analysis prior to the filing of each quarters Form 10-Q and the
Form 10-K that identifies changes in the Companys business activities and changing
circumstances and considers potential revaluation of prior management judgments and
accounting estimates. This analysis is applied to those areas of accounting identified
under Critical Accounting Estimates on the Form 10-K. This analysis was performed in May
2004, in relation and prior to the filing of the Form 10-Q for the quarter ended March 31,
2004, filed with the Securities and Exchange Commission May 17, 2004.

In addition, immediately after
receiving KPMGs comment, the Company prepared a written analysis to support the
$2,549 million reduction to the accrual for income taxes prior to the filing of Form 10-K
for the year ended December 31, 2003.

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# PART II  OTHER INFORMATION

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

| | (a)   
     Exhibits
| | --------------------

| | 31.1   
    Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) of the        Exchange Act**
| | ----------------------------------------------------------------------------------------------------------------

| | 31.2   
    Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) of the        Exchange Act**
| | ----------------------------------------------------------------------------------------------------------------

| | 32.1   
    Certification of the Chief Executive Officer pursuant to Rule 13a-14(b)        
of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section
        906 of the Sarbanes-Oxley Act of 2002**
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 32.2   
    Certification  of the Chief Financial  Officer  pursuant to Rule 13a-14(b) of        
the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section
        906 of the Sarbanes-Oxley Act of 2002**
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | **   
  Filed herewith.
| | -----------------------

| | (b)   
     Reports  on Form 8-K
| | --------------------------------

| | Form8-K/A filed May 3, 2004 with the Securities and Exchange Commission in
        connection with amending Items 7(a) and (b) related to the acquisition of OnSite
        Media, Inc.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Form 8-K filed May 14, 2004 with the Securities and Exchange Commission in
        connection with press release announcing the appointment of Harlan Kleiman to
        Cotelligent's Board of Directors.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Form 8-K filed June 14, 2004 with the Securities and Exchange Commission in
         connection with press release announcing that James Lavelle, CEO
        of Cotelligent, was interviewed by CEOCast.com on June 7, 2004.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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# SIGNATURE

Pursuant to the requirements 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.

|Date: November 12, 2004 |  | COTELLIGENT, INC./s/ Curtis J. Parker
Curtis J. ParkerExecutive Vice President,Chief Financial Officer and Treasurer
|----------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------

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Exhibit 31.1

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

I, James R. Lavelle, certify that:

1.    
          I have reviewed this quarterly report on Form 10-Q/A (Amendment No. 1) of
          Cotelligent, Inc.;

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

3.    
          Based on my knowledge, the financial statements, and other financial information
          included in this quarterly report, fairly present in all material respects the
          financial condition, results of operations and cash flows of the registrant as
          of, and for, the periods presented in this quarterly report;

4.    
          The registrants other certifying officers and I are responsible for
          establishing and maintaining disclosure controls and procedures (as defined in
          Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a)    
          designed such disclosure controls and procedures, or caused such disclosure
          controls and procedures to be designed under our supervision, to ensure that
          material information relating to the registrant, including its consolidated
          subsidiaries, is made known to us by others with those entities, particularly
          during the period in which this report is being prepared:

c)    
          evaluated the effectiveness of the registrants disclosure controls and
          procedures and presented in this report our conclusion about the effectiveness
          of the disclosure controls and procedures, as of the end of the period covered
          by this report based on such evaluation; and

d)    
          disclosed in this report any change in the registrants internal control
          over financial reporting that occurred during the registrants most recent
          fiscal quarter that has materially affected, or is reasonably likely to
          materially affect, the registrants internal control over financial
          reporting: and

5.    
          The registrants other certifying officer(s) and I have disclosed, based on
          our most recent evaluation to the registrants auditors and the audit
          committee of the registrants board of directors;

a)    
          all significant deficiencies and material weaknesses in the design or operation
          of internal control over financial reporting which are reasonably likely to
          adversely affect the registrants ability to record, process, summarize and
          report financial information; and

b)    
          any fraud, whether or not material, that involves management or other employees
          who have a significant role in the registrants internal control over
          financial reporting.

Date: November 12, 2004

| |  | /s/ James R. Lavelle
James R. LavelleChairman of the Board and Chief Executive Officer
| |  | ----------------------------------------------------------------------------------------------------

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Exhibit 31.2

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

I, Curtis J. Parker, certify that:

1.    
          I have reviewed this quarterly report on Form 10-Q/A (Amendment No. 1) of
          Cotelligent, Inc.;

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

3.    
          Based on my knowledge, the financial statements, and other financial information
          included in this quarterly report, fairly present in all material respects the
          financial condition, results of operations and cash flows of the registrant as
          of, and for, the periods presented in this quarterly report;

4.    
          The registrants other certifying officers and I are responsible for
          establishing and maintaining disclosure controls and procedures (as defined in
          Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a)    
          designed such disclosure controls and procedures, or caused such disclosure
          controls and procedures to be designed under our supervision, to ensure that
          material information relating to the registrant, including its consolidated
          subsidiaries, is made known to us by others with those entities, particularly
          during the period in which this report is being prepared:

c)    
          evaluated the effectiveness of the registrants disclosure controls and
          procedures and presented in this report our conclusion about the effectiveness
          of the disclosure controls and procedures, as of the end of the period covered
          by this report based on such evaluation; and

d)    
          disclosed in this report any change in the registrants internal control
          over financial reporting that occurred during the registrants most recent
          fiscal quarter that has materially affected, or is reasonably likely to
          materially affect, the registrants internal control over financial
          reporting: and

5.    
          The registrants other certifying officers and I have disclosed, based on
          our most recent evaluation to the registrants auditors and the audit
          committee of the registrants board of directors;

a)    
          all significant deficiencies and material weaknesses in the design or operation
          of internal control over financial reporting which are reasonably likely to
          adversely affect the registrants ability to record, process, summarize and
          report financial information; and

b)    
          any fraud, whether or not material, that involves management or other employees
          who have a significant role in the registrants internal control over
          financial reporting.

Date: November 12, 2004

| |  | /s/ Curtis J. Parker
Curtis J. ParkerExecutive Vice President and Chief Financial Officer
| |  | -------------------------------------------------------------------------------------------------------

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Exhibit 32.1

CERTIFICATION OF CHIEF
EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICERPURSUANT TO18 U.S.C. SECTION 1350,AS ADOPTED PURSUANT TOSECTION 906 OF THE
SARBANES-OXLEY ACT OF 2002

I, James R. Lavelle, certify,
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that, to my knowledge, Cotelligent, Inc.s Quarterly
Report on Form 10-Q/A (Amendment No. 1) for the period ended March 31, 2004 fully complies
with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and
that information contained in such Quarterly Report on Form 10-Q/A (Amendment No. 1)
fairly presents in all material respects the financial condition and results of operations
of Cotelligent, Inc.

|Date: November 12, 2004 |  | By: /s/ James R. Lavelle
James R. LavelleChairman of the Board and Chief Executive Officer
|----------------------- |  | --------------------------------------------------------------------------------------------------------

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Exhibit 32.2

CERTIFICATION OF CHIEF
EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICERPURSUANT TO18 U.S.C. SECTION 1350,AS ADOPTED PURSUANT TOSECTION 906 OF THE
SARBANES-OXLEY ACT OF 2002

I, Curtis J. Parker, certify,
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that, to my knowledge, Cotelligent, Inc.s Quarterly
Report on Form 10-Q/A (Amendment No. 1) for the period ended March 31, 2004 fully complies
with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and
that information contained in such Quarterly Report on Form 10-Q/A (Amendment No. 1)
fairly presents in all material respects the financial condition and results of operations
of Cotelligent, Inc.

|Date: November 12, 2004 |  | By: /s/ Curtis J. Parker
Curtis J. ParkerExecutive Vice President and Chief Financial Officer
|----------------------- |  | -----------------------------------------------------------------------------------------------------------