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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



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FORM 10-Q



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|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------



For The Quarterly Period Ended March 31, 2004



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



For the Transition Period from
 to



Commission File Number 0-27412



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COTELLIGENT, INC.

(Exact name of registrant as specified in its charter)



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



100 Theory, Suite
200, Irvine, California 92612

(Address of principal executive offices)



(949) 823-1600

(Registrants telephone number, including area code)





(Former name, former address and former fiscal year, if changed since last
report)



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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 ̈No  x



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



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##### Table of Contents

COTELLIGENT, INC.



INDEX



|                               |  |                                                                                                    |  |     
|------------------------------ |  | -------------------------------------------------------------------------------------------------- |  | ----
|                               |  |                                                                                                    |  | Page
|Part I - Financial Information |  |                                                                                                   
|                               |  |                                                                                                   
|Item 1.                        |  | Financial Statements                                                                               |  |     
|                               | 
|Cotelligent, Inc.              |  |                                                                                                   
|                               |  | Condensed Consolidated Balance Sheets as of March 31, 2004 and December 31, 2003                   |  | 3   
|                               |  |                                                                                                   
|                               |  | Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2004 and 2003 |  | 4   
|                               |  |                                                                                                   
|                               |  | Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2004 and 2003 |  | 5   
|                               |  |                                                                                                   
|                               |  | Notes to Condensed Consolidated Financial Statements                                               |  | 6   
|                               |  |                                                                                                   
|Item 2.                        |  | Managements Discussion and Analysis of Financial Condition and Results of Operations              |  | 11  
|                               |  |                                                                                                   
|Item 3.                        |  | Quantitative and Qualitative Disclosures About Market Risk                                         |  | 15  
|                               |  |                                                                                                   
|Item 4.                        |  | Controls and Procedures                                                                            |  | 16  
|                               | 
|Part II  Other Information    |  |                                                                                                   
|                               |  |                                                                                                   
|Item 1.                        |  | Legal Proceedings                                                                                  |  | 17  
|                               |  |                                                                                                   
|Item 2.                        |  | Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities                   |  | 17  
|                               |  |                                                                                                   
|Item 3.                        |  | Defaults upon Senior Securities                                                                    |  | 17  
|                               |  |                                                                                                   
|Item 4.                        |  | Submission of Matters to a Vote to Security Holders                                                |  | 17  
|                               |  |                                                                                                   
|Item 5.                        |  | Other Information                                                                                  |  | 17  
|                               |  |                                                                                                   
|Item 6.                        |  | Exhibits and Reports on Form 8-K                                                                   |  | 17  
|                               | 
|Signature                      |  | 18                                                                                                
|                               | 
|Exhibits                       |  |                                                                                                   



2



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##### Table of Contents

Item 1. Financial Statements



COTELLIGENT, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share data)

(Unaudited)



|                                                                                                                                          |  |               |         |   |                  |   |         |  
|----------------------------------------------------------------------------------------------------------------------------------------- |  | ------------- | ------- | - | ---------------- | - | ------- | -
|                                                                                                                                          |  | March 31,2004 |         |   | December 31,2003 |  
|ASSETS                                                                                                                                    |  |               |         |   |                  |   |         |  
|Current assets:                                                                                                                           |  |               |         |   |                  |   |         |  
|Cash and cash equivalents                                                                                                                 |  | $             | 4,269   |   |                  | $ | 5,688   |  
|Refundable income taxes                                                                                                                   |  |               | 31      |   |                  |   | 85      |  
|Accounts receivable, including unbilled accounts of $206 and $245 and net of allowance for doubtful accounts of $75 and $62,
respectively |  |               | 886     |   |                  |   | 1,246   |  
|Notes receivable from officer and stockholders, net of valuation allowance of $503 and $796, respectively                                 |  |               |        |   |                  |   |        |  
|Note receivable from acquirer of discontinued operation                                                                                   |  |               |        |   |                  |   | 200     |  
|Prepaid expenses and other current assets                                                                                                 |  |               | 453     |   |                  |   | 608     |  
|                                                                                                                                          |  |               |         |   |                  |   |         |  
|Total current assets                                                                                                                      |  |               | 5,639   |   |                  |   | 7,827   |  
|Property and equipment, net                                                                                                               |  |               | 298     |   |                  |   | 289     |  
|Intangible assets                                                                                                                         |  |               | 3,439   |   |                  |   |        |  
|Investment in marketable security                                                                                                         |  |               |        |   |                  |   |        |  
|Other assets                                                                                                                              |  |               | 253     |   |                  |   | 247     |  
|                                                                                                                                          |  |               |         |   |                  |   |         |  
|Total assets                                                                                                                              |  | $             | 9,629   |   |                  | $ | 8,363   |  
|                                                                                                                                          |  |               |         |   |                  |   |         |  
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                      |  |               |         |   |                  |   |         |  
|Current liabilities:                                                                                                                      |  |               |         |   |                  |   |         |  
|Accounts payable                                                                                                                          |  | $             | 741     |   |                  | $ | 617     |  
|Accrued compensation and related payroll liabilities                                                                                      |  |               | 989     |   |                  |   | 984     |  
|Restructuring liabilities                                                                                                                 |  |               | 339     |   |                  |   | 289     |  
|Deferred revenue                                                                                                                          |  |               | 726     |   |                  |   | 711     |  
|Obligation due sellers of an acquired business                                                                                            |  |               | 505     |   |                  |   |        |  
|Other accrued liabilities                                                                                                                 |  |               | 550     |   |                  |   | 659     |  
|                                                                                                                                          |  |               |         |   |                  |   |         |  
|Total current liabilities                                                                                                                 |  |               | 3,850   |   |                  |   | 3,260   |  
|Restructuring liabilities, net of current portion                                                                                         |  |               | 428     |   |                  |   | 520     |  
|Other long-term liabilities                                                                                                               |  |               | 31      |   |                  |   | 31      |  
|Income taxes payable                                                                                                                      |  |               | 69      |   |                  |   | 69      |  
|                                                                                                                                          |  |               |         |   |                  |   |         |  
|Total liabilities                                                                                                                         |  |               | 4,378   |   |                  |   | 3,880   |  
|                                                                                                                                          |  |               |         |   |                  |   |         |  
|Commitments and contingencies                                                                                                             |  |               |         |   |                  |   |         |  
|                                                                                                                                          |  |              
|Stockholders equity:                                                                                                                     |  |               |         |   |                  |   |         |  
|Preferred Stock, $0.01 par value; 500,000 shares authorized, no shares issued or outstanding                                              |  |               |        |   |                  |   |        |  
|Common Stock, $0.01 par value; 100,000,000 shares authorized, 25,506,220 and 14,826,613 shares issued, respectively                       |  |               | 255     |   |                  |   | 148     |  
|Additional paid-in capital                                                                                                                |  |               | 85,448  |   |                  |   | 83,247  |  
|Note receivable from officer                                                                                                              |  |               | (2,671  | ) |                  |   | (2,671  | )
|Accumulated deficit                                                                                                                       |  |               | (77,281 | ) |                  |   | (75,741 | )
|Treasury stock                                                                                                                            |  |               | (500    | ) |                  |   | (500    | )
|                                                                                                                                          |  |               |         |   |                  |   |         |  
|Total stockholders equity                                                                                                                |  |               | 5,251   |   |                  |   | 4,483   |  
|                                                                                                                                          |  |               |         |   |                  |   |         |  
|Total liabilities and stockholders equity                                                                                                |  | $             | 9,629   |   |                  | $ | 8,363   |  
|                                                                                                                                          |  |               |         |   |                  |   |         |  



See accompanying notes
to condensed consolidated financial statements.



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COTELLIGENT, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except share data)

(Unaudited)



|                                               |  |                              |            |   |      |   |            |  
|---------------------------------------------- |  | ---------------------------- | ---------- | - | ---- | - | ---------- | -
|                                               |  | Three Months Ended March 31, |           
|                                               |  | 2004                         |            |   | 2003 |  
|Revenues                                       |  | $                            | 2,013      |   |      | $ | 2,856      |  
|Cost of services                               |  |                              | 1,175      |   |      |   | 1,780      |  
|                                               |  |                              |            |   |      |   |            |  
|Gross profit                                   |  |                              | 838        |   |      |   | 1,076      |  
|Research and development costs                 |  |                              |           |   |      |   | 380        |  
|Selling, general and administrative expenses   |  |                              | 2,459      |   |      |   | 3,353      |  
|                                               |  |                              |            |   |      |   |            |  
|Operating loss                                 |  |                              | (1,621     | ) |      |   | (2,657     | )
|Other income (expense):                        |  |                              |            |   |      |   |            |  
|Interest expense                               |  |                              |           |   |      |   | (16        | )
|Interest income                                |  |                              | 84         |   |      |   | 26         |  
|Other                                          |  |                              |           |   |      |   | (1,003     | )
|                                               |  |                              |            |   |      |   |            |  
|Total other income (expense)                   |  |                              | 84         |   |      |   | (993       | )
|                                               |  |                              |            |   |      |   |            |  
|Loss before income taxes                       |  |                              | (1,537     | ) |      |   | (3,650     | )
|Income tax expense                             |  |                              | 3          |   |      |   | 4          |  
|                                               |  |                              |            |   |      |   |            |  
|Net loss                                       |  | $                            | (1,540     | ) |      | $ | (3,654     | )
|                                               |  |                              |            |   |      |   |            |  
|Loss per share:                                |  |                              |            |   |      |   |            |  
|Basic and diluted                              |  | $                            | (0.09      | ) |      | $ | (0.28      | )
|                                               |  |                              |            |   |      |   |            |  
|Weighted average number of shares outstanding: |  |                              |            |   |      |   |            |  
|Basic and diluted                              |  |                              | 16,952,763 |   |      |   | 13,109,512 |  
|                                               |  |                              |            |   |      |   |            |  



See accompanying notes
to condensed consolidated financial statements.



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COTELLIGENT, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)



|                                                                            |  |                             |        |   |      |   |        |  
|--------------------------------------------------------------------------- |  | --------------------------- | ------ | - | ---- | - | ------ | -
|                                                                            |  | Three Months EndedMarch 31, |       
|                                                                            |  | 2004                        |        |   | 2003 |  
|Cash flows from operating activities:                                       |  |                             |        |   |      |   |        |  
|Net loss.                                                                   |  | $                           | (1,540 | ) |      | $ | (3,654 | )
|Adjustments to reconcile net loss to net cash used in operating activities: |  |                             |        |   |      |   |        |  
|Equity loss from investment in alliance partner                             |  |                             |       |   |      |   | 112    |  
|Unrealized loss on investment in marketable security                        |  |                             |       |   |      |   | 892    |  
|Depreciation and amortization                                               |  |                             | 27     |   |      |   | 35     |  
|Compensation expense on change in terms of stock options                    |  |                             |       |   |      |   | 25     |  
|Provision for doubtful accounts                                             |  |                             | 7      |   |      |   | 23     |  
|Changes in current assets and liabilities:                                  |  |                             |        |   |      |   |        |  
|Accounts receivable                                                         |  |                             | 403    |   |      |   | 278    |  
|Prepaid expenses and other current assets                                   |  |                             | 159    |   |      |   | 102    |  
|Income taxes, net                                                           |  |                             | 54     |   |      |   | 51     |  
|Accounts payable and accrued expenses                                       |  |                             | (258   | ) |      |   | (1,670 | )
|Deferred revenue                                                            |  |                             | (3     | ) |      |   | (179   | )
|Other assets                                                                |  |                             | 1      |   |      |   | 14     |  
|                                                                            |  |                             |        |   |      |   |        |  
|Cash used in operating activities                                           |  |                             | (1,150 | ) |      |   | (3,971 | )
|Cash flows from investing activities:                                       |  |                             |        |   |      |   |        |  
|Purchase of business, net of cash acquired                                  |  |                             | (436   | ) |      |   |       |  
|Payments received on note from acquirer of discontinued operations          |  |                             | 200    |   |      |   | 160    |  
|Purchases of property and equipment                                         |  |                             | (33    | ) |      |   | (181   | )
|Dividend received from investee                                             |  |                             |       |   |      |   | 270    |  
|                                                                            |  |                             |        |   |      |   |        |  
|Cash provided by (used in) investing activities                             |  |                             | (269   | ) |      |   | 249    |  
|Net decrease in cash                                                        |  |                             | (1,419 | ) |      |   | (3,722 | )
|Cash at beginning of period                                                 |  |                             | 5,688  |   |      |   | 17,683 |  
|                                                                            |  |                             |        |   |      |   |        |  
|Cash at end of period                                                       |  | $                           | 4,269  |   |      | $ | 13,961 |  
|                                                                            |  |                             |        |   |      |   |        |  
|Supplemental disclosures of cash flow information:                          |  |                             |        |   |      |   |        |  
|Interest paid                                                               |  | $                           |       |   |      | $ | 16     |  
|Income taxes paid                                                           |  | $                           | 3      |   |      | $ | 4      |  
|Supplemental non-cash financing and investing activities:                   |  |                             |        |   |      |   |        |  
|Repayment of officers notes receivable with bonus compensation             |  | $                           | 364    |   |      | $ |       |  
|Detail of acquisition -                                                     |  |                             |        |   |      |   |        |  
|Fair value of assets acquired                                               |  | $                           | 3,485  |   |      | $ |       |  
|Liabilities assumed                                                         |  |                             | (236   | ) |      |   |       |  
|Common stock issued to sellers of an acquired business                      |  |                             | (1,632 | ) |      |   |       |  
|Warrants issued to sellers of an acquired business                          |  |                             | (676   | ) |      |   |       |  
|Cash component of consideration due stockholders of acquired business       |  |                             | (505   | ) |      |   |       |  
|                                                                            |  |                             |        |   |      |   |        |  
|Net cash paid                                                               |  |                             | 436    |   |      |   |        |  
|Cash acquired in acquisition                                                |  |                             | 36     |   |      |   |       |  
|                                                                            |  |                             |        |   |      |   |        |  
|Cash used for purchase of business                                          |  | $                           | 472    |   |      |   |       |  
|                                                                            |  |                             |        |   |      |   |        |  



See accompanying notes
to condensed consolidated financial statements.



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##### Table of Contents

COTELLIGENT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollar amounts in thousands)



Note 1  Summary of Significant Accounting Policies and Practices



Description of Business



Cotelligent, Inc. (Cotelligent or the Company), a Delaware corporation, provides software consulting services to businesses with complex information technology (IT) operations,
narrowcasting services which includes digital technologies and production services for video content, distribution, scripting and playback on digital display channels and networks, as well as maintenance, support and contract services on software
products it licensed. These financial statements include the accounts of Cotelligent, Inc. and its subsidiaries. The Company acquired OnSite Media, Inc., a Nevada corporation, on March 2, 2004. The results of OnSite Media, Inc. have been included in
the Companys results from its acquisition date (see note 3).



Liquidity



The Company has suffered significant operating
losses as well as negative operating cash flows for the past several fiscal periods as it works through its repositioning in the market, and continues to be subject to certain risks common to companies in the IT services industry. These
uncertainties include the availability of financing, the retention of and dependence on key individuals, the effects of intense competition, the ability to develop and successfully market new product and service offerings, and the ability to
streamline operations and increase revenues. There can be no assurance the Company will be profitable in the future.



In the past and during the three months ended March 31, 2004, management has taken action in response to the continued softness in IT services in order to preserve cash,
including but not limited to significant reductions in headcount, outsourcing certain administrative functions, changing benefit plan insurance carriers, entered into an agreement to acquire a business in an industry with more near term growth
prospects than IT services and commenced looking for financing alternatives. Management has carefully forecasted the Companys results of operations and financial position through March 31, 2005 and believes that the remaining cash on hand will
provide adequate cash to find its anticipated cash working requirements related to the purchase of Onsite Media, Inc. at least through March 31, 2005. In the event circumstances arise that are not factored into the forecast, management will take
further action such as seeking financial alternatives.



Basis of
Presentation



The accompanying interim financial statements do not include
all disclosures included in the financial statements in Cotelligents Annual Report on Form 10-K for the year ended December 31, 2003, and therefore these financial statements should be read in conjunction with the financial statements included
in Cotelligents Form 10-K.



In the opinion of management, the interim
financial statements filed as part of this Quarterly Report on Form 10-Q, reflect all adjustments necessary for a fair presentation of the financial position, results of operations and cash flows for the interim periods and dates presented.



Stock-Based Compensation



The Company has adopted the interim disclosure provisions of SFAS No. 148,
Accounting for Stock-Based Compensation-Transition and Disclosure. Related interim disclosures are as follows.



The Company measures compensation expense for its employee stock-based compensation awards using the intrinsic value method and provides pro forma disclosures of net loss
and loss per share as if a fair value method had been applied. Therefore, compensation cost for employee stock awards is measured as the excess, if any, of the fair value of our common stock at the grant date or re-measurement date over the amount
an employee must pay to acquire the stock and is amortized over the related service periods using the straight-line method. Compensation expense previously recorded for unvested employee stock-based compensation awards that are forfeited upon
employee termination is reversed in the period of forfeiture.



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COTELLIGENT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollar amounts in thousands)



The following table compares net loss and loss per share as reported to the pro forma amounts
that would be reported had compensation expense been recognized for our stock-based compensation plans in accordance with the fair value recognition provisions of SFAS No. 123, Accounting for Stock-Based Compensation:



|                                                                                                                                       |  |                             |        |   |      |   |        |  
|-------------------------------------------------------------------------------------------------------------------------------------- |  | --------------------------- | ------ | - | ---- | - | ------ | -
|                                                                                                                                       |  | Three Months EndedMarch 31, |       
|                                                                                                                                       |  | 2004                        |        |   | 2003 |  
|Net loss, as reported                                                                                                                  |  | $                           | (1,540 | ) |      | $ | (3,654 | )
|Add: Stock-based employee compensation expense included in reported net income net of related tax expense, if applicable               |  |                             |       |   |      |   | 25     |  
|Deduct: Stock-based compensation expense determined under fair value based method for awards net of related tax expense, if
applicable |  |                             | (155   | ) |      |   | (76    | )
|                                                                                                                                       |  |                             |        |   |      |   |        |  
|Pro forma net loss                                                                                                                     |  | $                           | (1,695 | ) |      | $ | (3,705 | )
|                                                                                                                                       |  |                             |        |   |      |   |        |  
|Loss per share, as reported:                                                                                                           |  |                             |        |   |      |   |        |  
|Basic and diluted                                                                                                                      |  | $                           | (0.09  | ) |      | $ | (0.28  | )
|                                                                                                                                       |  |                             |        |   |      |   |        |  
|Pro forma loss per share:                                                                                                              |  |                             |        |   |      |   |        |  
|Basic and diluted                                                                                                                      |  | $                           | (0.10  | ) |      | $ | (0.28  | )
|                                                                                                                                       |  |                             |        |   |      |   |        |  



Note 2 - Changes in
Stockholders Equity



|                                                                                   |  |              |  |                          |     |  |                                 |        |        |               |        |        |                |  |   |                          |   |  |         |  |   |      |   |  |   |        |  
|---------------------------------------------------------------------------------- |  | ------------ |  | ------------------------ | --- |  | ------------------------------- | ------ | ------ | ------------- | ------ | ------ | -------------- |  | - | ------------------------ | - |  | ------- |  | - | ---- | - |  | - | ------ | -
|                                                                                   |  | Common Stock |  | AdditionalPaid-InCapital |     |  | NotesReceivableFromStockholders |        |        | Accum.Deficit |        |        | Treasury Stock |  |   | TotalStockholdersEquity |  
|                                                                                   |  | Shares       |  | Amount                   |     |  |                                 |        | Shares |               | Amount |        |               
|Balance at December 31, 2003                                                       |  | 14,826,613   |  | $                        | 148 |  | $                               | 83,247 |        |               | $      | (2,671 | )              |  | $ | (75,741                  | ) |  | 644,600 |  | $ | (500 | ) |  | $ | 4,483  |  
|Issuance of Common Stock in connection with purchase of business                   |  | 10,679,607   |  |                          | 107 |  |                                 | 1,708  |        |               |        |       |                |  |   |                         |   |  |        |  |   |     |   |  |   | 1,815  |  
|Issuance of Warrants in connection with purchase of business                       |  |             |  |                          |    |  |                                 | 676    |        |               |        |       |                |  |   |                         |   |  |        |  |   |     |   |  |   | 676    |  
|Cost of registering and issuing securities in connection with purchase of business |  |             |  |                          |    |  |                                 | (183   | )      |               |        |       |                |  |   |                         |   |  |        |  |   |     |   |  |   | (183   | )
|Net loss                                                                           |  |             |  |                          |    |  |                                 |       |        |               |        |       |                |  |   | (1,540                   | ) |  |        |  |   |     |   |  |   | (1,540 | )
|                                                                                   |  |              |  |                          |     |  |                                 |        |        |               |        |        |                |  |   |                          |   |  |         |  |   |      |   |  |   |        |  
|Balance at March 31, 2004                                                          |  | 25,506,220   |  | $                        | 255 |  | $                               | 85,448 |        |               | $      | (2,671 | )              |  | $ | (77,281                  | ) |  | 644,600 |  | $ | (500 | ) |  | $ | 5,251  |  
|                                                                                   |  |              |  |                          |     |  |                                 |        |        |               |        |        |                |  |   |                          |   |  |         |  |   |      |   |  |   |        |  



Note 3 Acquisition



Cotelligent acquired OnSite Media, Inc, a Nevada corporation, on March 2,
2004. OnSite was renamed Watchit Media, Inc. effective with the close of the transaction. OnSite was a ten year old company that developed enabling digital technologies and production services aimed at providing complete solutions for video content
creation, distribution, scripting and playback for companies with digital display channels and networks. OnSite historically provided this software and service offerings to the hospitality and gambling industries. Narrowcasting consists of
delivering dynamic, compelling promotional messaging to influence the actions of a localized audience. Promotional messages for hotel in-room channels, driving commercial messages to casino floors and outdoor signage had been the primary business of
OnSite. In addition, OnSite developed a unique Internet media creation software application which we



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COTELLIGENT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollar amounts in thousands)



believe will give the newly formed Watchit Media, Inc. a competitive advantage. Watchit Media
will continue to employ its marketing expertise and we will bring our resources and infrastructure to this smaller company to enhance their current offerings and expand to new markets.



The Company believes the convergence of Internet, wireless and video media will soon become a major part of the technology landscape. We
believe our infrastructure, our experience in developing wireless and Internet business applications along with our system integration expertise are an excellent fit with the rapidly evolving narrowcasting and digital video display business.



The aggregate consideration paid for the acquisition was $3,285 (10,679,607
shares of the Companys Common Stock issued at fair value of $1,815 and based on the average closing price of the Companys common stock for a few days prior to and after the signing of the definitive agreement and related public
announcement to purchase the business on November 25, 2003, warrants to purchase 5,339,803 shares of the Companys common stock value using the Black-Sholes pricing model with valuation of $676, cash consideration of $505 and transaction costs
of $472). Transaction costs of $472 include $183 paid for registration of securities in connection with the acquisition which were netted against the issuance of the shares to effect the acquisition in additional-paid-in capital. Liabilities assumed
were approximately $236, and tangible assets acquired were approximately $82. The Company expects to recognize total intangible assets, primarily goodwill, of approximately $3,439 resulting from the acquisition.



Immediately following the close the transaction, with the issuance of 10,679,607 shares of
Cotelligent common stock, the former OnSite stockholders owned 43% of the total shares of Cotelligent common stock then outstanding.



The results of the acquired business were included in the Companys results of operations from its acquisition date, March 2, 2004.



Because the acquisition was completed on March 2, 2004, the Company has not been able to
complete a valuation of the net assets acquired. The Company intends to obtain a valuation of the net assets in the near term from which it may derive an allocation between identifiable assets and goodwill.



In accordance with SFAS No. 141, Business Combinations, the following pro
forma information for the three months ended March 31, 2003 and March 31, 2004, gives effect to the acquisition of OnSite Media, Inc., as if the acquisition was completed as of the beginning of the periods reported below. Because the Company has not
completed a valuation of the net assets acquired, no adjustment for amortization of identifiable assets has been provided.



|                          |  |                             |        |   |      |   |        |  
|------------------------- |  | --------------------------- | ------ | - | ---- | - | ------ | -
|                          |  | Three Months EndedMarch 31, |       
|                          |  | 2004                        |        |   | 2003 |  
|Pro forma revenues        |  | $                           | 2,252  |   |      | $ | 3,069  |  
|                          |  |                            
|Pro forma net loss        |  | $                           | (1,459 | ) |      | $ | (3,635 | )
|                          |  |                            
|Pro forma loss per share: |  |                             |        |   |      |   |        |  
|Basic and diluted         |  | $                           | (0.05  | ) |      | $ | (0.15  | )
|                          |  |                             |        |   |      |   |        |  



Note 4  Investment in
Marketable Security



During 2002, the Company acquired 5,316,704 shares of
Series C Convertible Redeemable Preferred Stock (Series C) of Bluebook International Holding Company, Inc. (Bluebook), representing an approximately 15% ownership interest (assuming conversion of all outstanding preferred
stock) in exchange for $3,000 in cash and contributed services. The value of the Series C Stock was initially recorded at $3,000, the amount of cash paid to Bluebook. The cost of the contributed services was recorded as research and development
costs. Under the certificate of designation of the Series C Stock, Bluebook is required, at the Companys option, to either a) convert the shares of Series C Stock to common stock at any time or b) redeem the shares of Series C Stock for cash
beginning four years and up through six years after the date of initial issuance.



The Series C Stock meets the definition of a debt security under the provisions of SFAS No. 115, Accounting for Certain Investments in Debt and Equity Securities. In accordance with SFAS No. 115, the Company classified the
Series C Stock as a trading security



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COTELLIGENT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollar amounts in thousands)



and consequently reports the investment at fair value, with unrealized gains and losses
recorded in other income (expense) in the condensed consolidated statements of operations. Accordingly, the investment was reduced by $1,447 during the year ended December 31, 2002 and $892 during the three months ended March 31, 2003, due to the
decrease in fair value since the acquisition date. The investment continued to decrease in value subsequent to March 31, 2003, and by December 31, 2003, had no value.



During the three months ended March 31, 2003, the Company delivered software development services to Bluebook for which no revenue was
recognized. Payments of $270 were received from Bluebook for the delivery of services during the three months ended March 31, 2003 which were applied against and further reduced the carrying value of the investment below market value. Cost of $230
associated with software development services during the three months ended March 31, 2003, were recorded as research and development costs.



During 2003, Cotelligent filed a claim under arbitration proceedings against Bluebook for unpaid services. Bluebook filed a counter claim against Cotelligent for breach
of a consulting services agreement. On May 4, 2004, the Company executed a Settlement Agreement with Bluebook whereby, in satisfaction of all claims by both parties, all of Cotelligents Series C Stock was converted into 5,316,704 shares of
Bluebook Common Stock.



Note 5  Restructuring Programs



In September 2001, as part of the Companys efforts to streamline its operations
commensurate with its revenue base, the Company identified opportunities to reduce its cost structure. Accordingly, the Company adopted an exit plan which resulted in a restructuring charge of $2,436 during the year ended December 31, 2001. The
September 2001 plan included provisions for severance of approximately 145 management and operating staff ($1,034) as well as closure costs associated with a plan to consolidate or dispose of certain locations ($1,402). The September 2001 plan did
not meet the requirements in order to accrue employee severance costs as of a commitment date, and these severance costs that did not provide a future benefit were charged to operations when due and payable.



In August 2003, as part of the Companys efforts to streamline its operations
commensurate with its revenue base, the Company identified opportunities to reduce its cost structure by reducing headcount. The Company terminated approximately 33 management and operating staff between August 2003 and December 2003 and recorded a
restructuring charge related to the severance and extended medical coverage (COBRA) benefits provided to the terminated employees of $2,531. The Company paid all severance benefits prior to December 31, 2003.



The following summarizes the activity and balances for these restructuring programs for the
three months ended March 31, 2004:



|                           |  |                                  |     |   |                               |   |    |       |  |   |     |  
|-------------------------- |  | -------------------------------- | --- | - | ----------------------------- | - | -- | ----- |  | - | --- | -
|                           |  | September 2001Facilities Closure |     |   | August 2003Severance Benefits |   |    | Total | 
|Balance, December 31, 2003 |  | $                                | 760 |   |                               | $ | 49 |       |  | $ | 809 |  
|Spending                   |  |                                  | (33 | ) |                               |   | (9 | )     |  |   | (42 | )
|                           |  |                                  |     |   |                               |   |    |       |  |   |     |  
|Balance, March 31, 2004    |  | $                                | 727 |   |                               | $ | 40 |       |  | $ | 767 |  
|                           |  |                                  |     |   |                               |   |    |       |  |   |     |  



Note 6  Weighted Average
Number of Shares Outstanding



There were no reconciling items between the
numerator and denominator used to compute basic and diluted loss per share for the periods presented in the consolidated statements of operations. The Company had outstanding stock options, warrants and LSPP shares of 8,628,115 and 6,068,037 at
March 31, 2004 and 2003, respectively that were not included in EPS for those relevant periods because the Company reported a loss from continuing operations resulting in an antidilutive effect.



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##### Table of Contents

COTELLIGENT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollar amounts in thousands)



Note 7  Related Party Transaction



During the three months ended March 31, 2004, the Compensation Committee of the Board of
Directors provided the Chief Executive Officer a bonus upon the completion of the acquisition of OnSite Media, Inc. (see note 3). The $640 bonus was classified as part of selling, general and administrative expenses. The amount of the bonus
remaining after tax was withheld by the Company was used to repay $364 of the notes receivable and accrued interest outstanding from the Chief Executive Officer. The Company recognized $71 of the repayment as interest income. Accordingly, the
Company reduced the valuation allowance against these notes receivable by $293 upon repayment. This reduction in the valuation allowance was classified as selling, general and administrative expenses.



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##### Table of Contents

Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations



Except for statements of historical fact contained herein, any statements contained in this report may be deemed to be forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. For example, words such as may, will, should, estimates, predicts,
potential, continue, strategy, believes, anticipates, plans, expects, intends and similar expressions are intended to identify forward-looking
statements. All such forward-looking statements are based upon current expectations that involve risks and uncertainties. Cotelligents actual results and the timing of certain events may differ significantly from the results discussed in the
forward-looking statements. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those discussed under Risk Factors in Cotelligents Annual Report on Form 10-K for the fiscal year ended
December 31, 2003 and other filings made with the Securities and Exchange Commission. The following discussion is qualified in its entirety by, and should be read in conjunction with, the more detailed information set forth in our financial
statements and the notes thereto included elsewhere in this filing. All forward-looking statements included in this report are based upon information available to Cotelligent as of the date thereof, and Cotelligent assumes no obligation to update
any of such forward-looking statements.



Cotelligent provides IT consulting and
also provides maintenance, support and hosting on software products it has licensed. The IT consulting services are either provided under time and materials billing arrangements or on a fixed-fee basis. In addition, Cotelligent provides
narrowcasting services which includes digital technologies and production services for video content, distribution, scripting and playback on digital display channels and networks, as well as maintenance, support and contract services on software
products it licensed. Narrowcasting, maintenance and support services are provided under month-to-month or long-term service arrangements.



For time and materials arrangements, revenues are recorded as work is performed. Revenues are directly related to the total number of hours billed to clients and the
associated hourly billing rates. Hourly billing rates are established for each service provided and are a function of the type of work performed and the related skill level of the consultant. Revenues pursuant to fixed-fee contracts are generally
recognized as services are rendered on the percentage-of-completion method of accounting based on hours incurred to total estimated labor hours to complete. In addition, the Company has developed complete mobile workforce management solutions for
industries that have medium to large transient sales, field or delivery personnel. A component of these solutions may include software that has been developed by the Company. For each element in a software arrangement (e.g., license, maintenance,
and services), revenue is recognized once there is evidence of an arrangement, delivery has occurred, the fee is fixed or determinable, and collectibility is probable. The amount of revenue recognized for each element is based upon vendor specific
objective evidence of fair value using the residual method. Maintenance and service revenue is recognized as the Company performs the services. The Company has not had significant sales of software.



The Companys principal costs are professional compensation directly related to the
performance of services and related expenses. Gross profits (revenues after professional compensation and related expenses) are primarily a function of hours billed to clients per professional employee or consultant, hourly billing rates of those
employees or consultants, the percentage of effort complete with respect to fixed-fee contracts and employee or consultant compensation. Gross profits can be adversely impacted if services provided cannot be billed, if the Company is not effective
in managing its service activities, if fixed-fee engagements are not properly priced, if consultant costs increase beyond relative increases in pricing, or if there are high levels of unutilized time (work activities not chargeable to clients or
unrelated to client services) of full-time salaried service professional employees.



Operating income can be adversely impacted by increased administrative staff compensation and expenses related to streamlining or expanding the Companys business, which may be incurred before revenues or economies of scale are
generated from such investment. Solution business development activities require a higher level of selling, general and administrative activities as well as investment in research and development activities.



As a service and software organization, the Company responds to service demands from its
clients. Accordingly, the Company has limited control over the timing and circumstances under which its services are provided. Therefore, the Company can experience volatility in its operating results from quarter to quarter. The operating results
for any quarter are not necessarily indicative of the results for any future period.



OVERVIEW OF 2003 AND 2004



In the years
leading up to 2003, the Company strategically shifted from providing general IT services and solutions to a targeted approach to offering mobile workforce management and Web services. We changed our go-to-market strategy to better focus our
resources and leverage our experience and solid client base in these areas. Our decision to do this was reinforced at the time by market research, financial research and the Companys own research and analysis indicating that mobile workforce
management and



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Web services were the next emerging growth markets. Our solutions utilized broadly accepted as well as cutting edge
technologies. The Company had spent considerable time devoted to the development of these core competencies after divesting the majority of our staff augmentation business in 2000. In addition, the Company carefully assessed and exited a number of
solutions and service offerings that were not core to the principal service offerings outlined above.



While executing this strategy we believed we were focused on offering services that would result in additional revenue in the near term. From 2001 through the third quarter of 2003 the Company continued to invest
heavily in a large scale sales, marketing and business development organization working to capture new business. In September 2002, the Company hired a marketing executive to develop and implement a more formalized and systematic marketing program
for the Company because of the difficulty we were having in selling new business to new clients. Marketing programs re-designed and put in place by early 2003 offered promising results when measured against prior year sales opportunity pipeline and
business backlog. By the second quarter of 2003, the Company gained more confidence in its marketing program and saw an unprecedented number of prospect and client proposals. Nevertheless, throughout 2003 we continued to be disappointed by prospects
and clients either delaying decisions to initiate projects or pursuing a lower cost off-shore option to executing their projects. In spite of the Companys investments in its selling organization, we were not successful in signing new business
with companies we had not done business with before. We did, however, continue to receive new contracts with existing clients.



In August of 2003, it became clear to us that a number of opportunities that only a few months before looked promising were not going to occur. The Company performed an
in-depth review of each opportunity and concluded that businesses were reticent to use discretionary expenditures to invest in mobile workforce and Web service technologies given the fact that their current IT environments operated satisfactorily.
In addition, fearful of continuing economic circumstances and market pressures, we observed that many of the prospects that decided to pursue projects did so with larger, better capitalized firms than Cotelligent.



It became evident that the outlook for spending in IT services would continue to be uncertain
without any clear indication of when a turnaround could be expected. Accordingly, in August 2003, the Company terminated the majority of its senior executive staff along with most of the sales and business development organization. At the same time
we aggressively engaged our existing clients and committed ourselves to supporting their project requirements. In some cases we have been successful in securing longer term commitments. By scaling back expenses and focusing intensely on generating
revenue from our long term clients we began to stabilize our revenue trend allowing us to move forward in our attempt to restore profitability and positive cash flow in the near term.



Throughout the remainder of 2003, the Company continued to reduce headcount and looked closely at expense activity to scale back and
streamline operating costs in line with revenue. The Philadelphia-based operation that supports Cotelligents sales force automation application FastTrack has achieved stable revenue over the past several years and our clients continue to give
us high marks for performance and client service. In addition, the core team responsible for our custom software development activities is helping us to take advantage of recurring projects with existing clients. By keeping only the top sales
account executives and account managers, we have lowered our selling cost and improved our client relationships and retention.



In April 2003, our Chief Executive Officer, James Lavelle, sent a letter to our stockholders indicating the Companys intention to engage in merger and acquisition
activities in order to help improve Cotelligents prospects for the future and increase our scale. As a matter of course since we started our Company in 1996 and successfully executed an aggressive merger and acquisition strategy through early
1999, we have researched and analyzed a variety of vertical markets that could provide new growth opportunities for us through merger or acquisition. In mid-2003 Cotelligent signed a letter of intent to acquire a field force automation firm. After
90 days of due diligence, we decided not to consummate the transaction.



In
September 2003, Cotelligent engaged in a dialog with narrowcasting company, OnSite Media, Inc. The combination of Cotelligents deep history in Internet, media and wireless technologies and OnSites strength in driving video content to
high growth venues in the gaming and hospitality industries looked promising. Cotelligent entered into a definitive agreement to acquire OnSite Media, Inc. on November 24, 2003, and closed the transaction on March 2, 2004. By integrating
OnSites business with Cotelligents infrastructure, and by utilizing our public company know how to position us for the future, we have set about executing a strategy that we believe will allow us to play an important role in the
convergence of Internet, video and mobile technology. This is a growing; fast paced market in which we believe the ability to integrate these technologies will help us to differentiate us from many other companies.



Because Cotelligent had the opportunity to work closely with OnSite between the signing of
the definitive agreement on November 24, 2003, and the closing of the transaction March 2, 2004, the integration of OnSite into Cotelligents infrastructure was immediate. In addition, sales and business development activity in the
narrowcasting market has been continuous. At March 31, 2004, we remain optimistic about future revenue opportunity within Watchit, and we continue to look at other businesses in the narrowcasting space that would be complimentary to Watchit as
possible candidates for acquisition.



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CONSOLIDATED RESULTS OF OPERATIONS

(In Thousands)



Three Months Ended March 31, 2004 Compared to Three Months Ended March 31, 2003



Revenues



Revenues decreased $843 or
30%, to $2,013 in the three months ended March 31, 2004 from $2,856 in the three months ended March 31, 2003.



During 2003, the Company continued its evolution from providing general IT consulting services towards offering IT solutions targeted in mobile workforce management and Web services. The decrease in revenue was due to
a reduction in custom software development projects. The decrease in revenues occurred at a time when there was a softening in the IT services market and during which time the Company invested heavily in sales and formalized marketing programs.
Although the sales and marketing efforts resulted in increased interest from potential clients, the Companys experience has been that businesses have not increased spending on IT services and continuously delayed spending in anticipation of
further evidence that an economic recovery was imminent. Accordingly, the Company dismantled its formal marketing campaign in the latter part of 2003. Given these circumstances, during the three months ended March 31, 2004, the Company primarily
focused on generating revenue from its existing long term clients. Offsetting the first quarter decrease in revenue was $77 in revenues from the OnSite business acquired on March 2, 2004.



Gross Profit



Gross profit decreased $238, or 22%, to $838 in the three months ended March 31, 2004 from $1,076 in the three months ended March 31, 2003.



The decrease in gross profit was commensurate with the overall reduction in revenue. Gross
profit as a percentage of revenues increased to 42% from 38% due to utilization of billable staff. Through a reorganization of responsibilities in the latter part of 2003, the Company maintained the necessary skill levels but eliminated a number of
under-utilized people.



Research and Development Costs



Research and development costs were $380 for the three months ended March 31, 2003.



The Company had a dedicated team of people solely focused on research and
development activities associated with mobile workforce management and Web services solutions. Included in research and development expenses for the three months ended March 31, 2003 were costs incurred for the development of a software solution for
a business partner. The Company dismantled its research and development organization in the latter part of 2003.



Selling, General and Administrative Expenses



Selling, general and administrative expenses decreased $894, or 27%, to $2,459 in the three months ended March 31, 2004 from $3,353 in the three months ended March 31,
2003.



The decrease $894 decrease in selling, general and administrative
expenses comprised the following items.



|                                                                                                                                                                              |  |   |     |  
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | - | --- | -
|Decease in wage expense due to reductions in number of operating staff as evidenced by 88 operating staff at March 31, 2004 compared to 154
operating staff at March 31, 2003 |  | $ | 522 |  
|Decrease in travel and entertainment expenses due to reductions in sales, business development and executive staff positions                                                  |  |   | 177 |  
|Decrease in occupancy and office operating costs due to the closure of operating locations and lower headcount                                                                |  |   | 137 |  
|Decease in marketing expense due to discontinuance of marketing programs related to development of IT services revenues                                                       |  |   | 85  |  
|Inclusion of selling, general and administrative expenses of acquired business                                                                                                |  |   | (49 | )
|Other effects                                                                                                                                                                 |  |   | 22  |  
|                                                                                                                                                                              |  |   |     |  
|Total decrease in selling, general and administrative expenses                                                                                                                |  | $ | 894 |  
|                                                                                                                                                                              |  |   |     |  



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Other Income (Expense)



Other income (expense) primarily consists of interest income, interest expense, loss on an investment in an alliance partner accounted for under the equity method of
accounting and the change in market value associated with an investment in a marketable security.



Interest income, net of interest expense was $84 for the three months ended March 31, 2004 compared to $10 for the three months ended March 31, 2003. The increase in net interest income was primarily the result of
recognizing interest income of $71 on notes receivable due from an officer of the Company.



Other expense for the three months ended March 31, 2003 was $1,003 principally from the change in market value associated with a preferred stock investment which meets the definition of a debt security under the
provisions of SFAS No. 115, Accounting for Certain Investments in Debt and Equity Securities. In accordance with SFAS No. 115, the Company classified its preferred stock investment as a trading security and consequently reports the
investment at fair value, with unrealized gains and losses recorded in other income (expense) in the consolidated statements of operations. Accordingly, the investment was reduced by an $892 unrealized loss, during the quarter ended March 31, 2003.



Income Taxes



The Company did not record an income tax benefit for the three months ended March 31, 2004
or 2003 due to the uncertainty of its realization.



The income tax expense of
$3 and $4 for the three months ended March 31, 2004 and March 31, 2003, respectively were for minimum state tax payments.



LIQUIDITY AND CAPITAL RESOURCES



In recent years, the Company has financed its operations principally through its own cash. The Company has not maintained a credit facility since June 30, 2000.



Cash used by operating activities was $1,150 and $3,971 for the three months
ended March 31, 2004 and March 31, 2003, respectively. In the three months ended March 31, 2004, the primary net uses in operating activities were the $1,540 net loss and changes in working capital items. In the three months ended March 31, 2003,
the primary net uses in operating activities were the $3,654 net loss, $1,670 reduction in accounts payable and accrued liabilities and $179 reduction in deferred revenue, offset by the $892 unrealized loss on an investment in a marketable security,
$278 reduction in accounts receivable and $112 equity loss from investment in alliance partner. The primary sources of liquidity for the Company going forward are the collection of its accounts receivable and existing cash balances at March 31,
2004. Total receivables were 43 and 51 days of quarterly revenue at March 31, 2004 and December 31, 2003, respectively.



Cash used by investing activities was $269 for the three months ended March 31, 2004, compared to cash provided by investing activities of $249 for the three months ended
March 31, 2003. In the three months ended March 31, 2004, the primary net uses of investing activities were $436 used to purchase a business, offset by $200 of payments received on a note from the acquirer of a discontinued operation. In the three
months ended March 31, 2003, the primary uses of investing activities were $160 of payments received on a note from the acquirer of a discontinued operation and a $270 dividend from the investment in a marketable security, offset by $181 for the
purchase of property and equipment, principally for continuous upgrades to computer software and equipment.



In the past and during the three months ended March 31, 2004, management has taken action in response to the continued softness in IT services in order to preserve cash, including but not limited to significant
reductions in headcount, outsourcing certain administrative functions, changing benefit plan insurance carriers and acquiring a business in an industry with more near term growth prospects than IT services. Management has carefully forecasted its
results of operations and financial position through March 31, 2005 and believes that the remaining cash on hand will provide adequate cash to fund its anticipated cash working capital needs, including cash requirements related to the purchase of
OnSite at least through March 31, 2005. In the event circumstances arise that are not factored into the forecast, management can take further action such as seeking financing alternatives. Management has already begun the process of meeting with
various funding sources and will continue to explore alternatives in order to secure financing in advance of any financing needs. The Company cannot be sure, however, that its results of operations will be sufficient to meet its cash needs through
March 31, 2005, or that it will be able to take additional actions to make up for any cash shortfall.



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##### Table of Contents

The following table reflects our contractual cash obligations as of March 31, 2004, excluding interest, due over the
indicated periods.



|                                             |  |                        |       |                  |   |              |  |              |       |              |   |   |  |   |  
|-------------------------------------------- |  | ---------------------- | ----- | ---------------- | - | ------------ |  | ------------ | ----- | ------------ | - | - |  | - | -
|                                             |  | Payments Due by Period
|Contractual Cash Obligations:                |  | Total                  |       | Less than 1 Year |   | 1 to 3 Years |  | 4 to 5 Years |       | After 5Years
|Operating leases, net of sublet arrangements |  | $                      | 2,504 |                  | $ | 1,090        |  | $            | 1,414 |              | $ |  |  | $ | 



CRITICAL ACCOUNTING
ESTIMATES



Allowance for Doubtful Accounts



The Company provides an allowance for potentially uncollectible accounts receivable under
the provisions of SFAS No. 5, Accounting for Contingencies, in the ordinary course of business. The allowance is derived as the result of periodic reviews of aged and known problem accounts during each quarter. In addition, the Company
reserves for unknown issues in its receivables at the balance sheet date using a formula consistent from quarter to quarter. Management believes that its approach is appropriate to reserve for potentially uncollectible receivables. If management had
taken another approach to developing its reserve, the allowance for doubtful accounts may have been different than that reported.



Revenue Recognition



The Company recognizes revenue for time and materials contracts when there is evidence of an agreement, a fixed or determinable fee, collectibility is reasonably assured, and delivery has occurred. Revenues exclude
reimbursable expenses charged to and collected from clients. Revenues pursuant to fixed-fee contracts are generally recognized as services are rendered on the percentage-of-completion method of accounting based on hours incurred to total estimated
labor hours to complete. Revenues earned for software license sales and service contracts are recorded based on the provisions of AICPA SOP 97-2, Software Revenue Recognition, as amended, which shares the basic criteria described
above, except collectibility is probable rather than reasonably assured.



Accounting for Income Taxes



The Company accounts for income
taxes under SFAS No. 109, Accounting for Income Taxes. This pronouncement requires using an asset and liability approach to recognize deferred tax assets and liabilities for the tax consequences of temporary differences by
applying enacted statutory tax rates to differences between the financial statement carrying amounts and the tax basis of existing assets and liabilities. The Company has not given benefit to any deferred tax assets or net operating losses in the
previous three fiscal years due to uncertainty of realizing these assets in future periods. In addition, the financial statements have provided for certain tax positions taken by the Company in certain tax periods where the statute of limitations
still applies.



Item 3. Quantitative and Qualitative Disclosures About Market Risk



Cotelligents policy is to invest its cash in a manner that provides Cotelligent with the appropriate level of liquidity to enable the Company to meet its current obligations, primarily accounts payable, capital
expenditures and payroll, recognizing that the Company does not currently have outside bank funding available.



Cotelligent has invested its existing cash in highly liquid money market accounts and does not use derivative financial instruments, derivative commodity instruments or other market risk sensitive instruments,
positions or transactions. Accordingly, the Company believes that it is not subject to any material risks arising from changes in interest rates, foreign currency exchange rates, commodity prices, equity prices or other market changes that affect
market risk sensitive instruments.



On August 19, 2002, the Company acquired
Convertible Redeemable Preferred Stock in Bluebook International Holding Company (Bluebook). The Company accounts for the preferred stock as a trading security with changes in fair value recorded in the consolidated statements of
operations. Accordingly, subsequent to August 19, 2002, the Company was exposed to market risk related to changes in the market price of the common stock in Bluebook.



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##### Table of Contents

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 have concluded that the Companys disclosure controls and procedures as of the end of the period covered by this report,
except to the extent they may have been by the internal control issues discussed below, were designed and were functioning effectively to provide reasonable assurance that the information required to be disclosed by the Company in reports filed
under the Securities and Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SECs rules and forms. A controls system, no matter how well designed and operated, cannot provide absolute
assurance that the objectives of the controls systems are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.



Change in Internal Control over Financial Reporting



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 considers to me a material weakness under standards established by the American Institute of Certified Public Accountants. The identified deficiency
was that the Company does not adequately monitor business activities and changing circumstances to identify events that necessitate a more in-depth written and contemporaneous accounting analysis or reevaluation of prior management judgments and
accounting estimates.



During the three months ended March 31, 2004, the
Company enhanced its internal control environment by requiring more in-depth written and contemporaneous accounting analysis or revaluation of prior management judgments and accounting estimates. The Company continues to review and enhance its
internal control environment to further reduce to a relatively low level the risk that errors in amounts that would be material in relation to the financial statements will be detected within a timely period.



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##### Table of Contents

PART II  OTHER INFORMATION



Item 1. Legal Proceedings



In
2003, Cotelligent had filed a claim under arbitration proceedings against Bluebook International Holding, Inc. for unpaid trade accounts receivable. Bluebook International Holding, Inc. has filed a counter claim against Cotelligent for breach of a
consulting services agreement. On May 4, 2004, the Company executed a Settlement Agreement with Bluebook International Holding Company, Inc. (Bluebook) whereby, in satisfaction of claims by both parties, all of the Bluebooks Series
C Convertible Redeemable Preferred Stock owned by Cotelligent was converted into 5,316,704 shares of Bluebook Common Stock.



We are, from time to time, a party to litigation arising in the normal course of our business. We are not presently subject to any material litigation.



Item 2. Changes in Securities, Use of Proceeds and Issuer Purchases of Securities



None



Item 3. Defaults upon Senior Securities



None



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



None



Item 5. Other Information



Not
applicable



Item 6. Exhibits and Reports on Form 8-K



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



|     |  |                                                                                                                                                   
|---- |  | --------------------------------------------------------------------------------------------------------------------------------------------------
|31.1 |  | Rule 13a-14(a) Certification of Chief Executive Officer                                                                                           
|31.2 |  | Rule 13a-14(a) Certification of Chief Financial Officer                                                                                           
|32.1 |  | Certification pursuant to 18 U.S.C. as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of Chief Executive Officer. Section 1350.
|32.2 |  | Certification pursuant to 18 U.S.C. as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of Chief Financial Officer. Section 1350.



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



Current Report on Form 8-K, dated March 5, 2004, with the Securities and Exchange Commission in connection with the acquisition of OnSite Media, Inc.



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##### Table of Contents

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.



|                   |  |                                      
|------------------ |  | -------------------------------------
|                   |  | COTELLIGENT, INC.                    
|                   | 
|Date: May 14, 2004 |  | /s/ Curtis J. Parker                 
|                   |  | Curtis J. Parker                     
|                   |  | Executive Vice President,            
|                   |  | Chief Financial Officer and Treasurer



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