<PAGE>   1
                                UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549

                                  FORM 10-Q

(MARK ONE)

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934
     FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2000 OR

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934
     FOR THE TRANSITION PERIOD FROM _________ TO __________

                      COMMISSION FILE NUMBER: 000-23889

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


                BRIGHTSTAR INFORMATION TECHNOLOGY GROUP, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)

           DELAWARE                                            76-0553110
(STATE OF OTHER JURISDICTION OF                            (I.R.S. EMPLOYER
 INCORPORATION OR ORGANIZATION)                           IDENTIFICATION NO.)

4900 HOPYARD ROAD, SUITE 200 PLEASANTON, CALIFORNIA              94566
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                       (ZIP CODE)

REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (925) 251-0000

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

     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 [ ].

     The number of shares of Common Stock of the Registrant, par value $.001
per share, outstanding at May 9, 2000, was 9,351,589.

*    The Registrant became subject to the reporting requirements of Section 13
     of the Securities Exchange Act of 1934 on April 16, 1998.

<PAGE>   2


                        ITEM 1. FINANCIAL STATEMENTS

                BRIGHTSTAR INFORMATION TECHNOLOGY GROUP, INC.
               UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
                       ($000'S, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
                                                 MARCH 31,     DECEMBER 31,
                                                   2000           1999
                                                 ---------     ------------
<S>                                              <C>           <C>
ASSETS
CURRENT ASSETS:
   Cash                                          $    907        $    973
   Trade accounts receivable, net
     of allowance for doubtful accounts
     of $1,767 and $1,987                          13,289          16,127
   Unbilled revenue                                 2,136           1,591
   Deferred tax asset                               1,358           1,712
   Income tax receivable                            1,482             810
   Prepaid expenses and other                       1,419           1,166
   Net assets of discontinued operations            4,000           4,000
                                                 --------        --------
   Total current assets                            24,591          26,379

PROPERTY AND EQUIPMENT                              7,167           6,736
   Less-accumulated depreciation                   (3,190)         (2,720)
                                                 --------        --------
   Property and equipment, net                      3,977           4,016

GOODWILL                                           57,848          56,848
   Less-accumulated amortization                   (2,652)         (2,284)
                                                 --------        --------
   Goodwill, net                                   55,196          54,564

OTHER                                                  52              49
                                                 --------        --------

TOTAL ASSETS                                     $ 83,816        $ 85,008
                                                 ========        ========

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
   Line of credit                                $  4,202        $     --
   Accounts payable                                 3,264           4,063
   Acquisition payable                              3,000           2,000
   Restructuring reserve                            1,245           1,761
   Accrued salaries and other expenses              4,853           8,105
   Deferred revenue                                   257              41
                                                 --------        --------
      Total current liabilities                    16,821          15,970

LINE OF CREDIT                                         --           8,579
OTHER LIABILITIES                                      62               8
COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY:
Common stock, $0.001 par value; 35,000,000
  shares authorized; 9,351,589 and 8,642,034
  shares issued and outstanding                         9               9
   Additional paid-in capital                      96,868          89,693
   Common stock warrants                              100             100
   Accumulated other comprehensive income             151             171
   Retained earnings (deficit)                    (30,195)        (29,522)
                                                 --------        --------
      Total stockholders' equity                   66,933          60,451
                                                 --------        --------
   TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY    $ 83,816        $ 85,008
                                                 ========        ========
</TABLE>

See notes to condensed consolidated financial statements

                                      2
<PAGE>   3

                BRIGHTSTAR INFORMATION TECHNOLOGY GROUP, INC.
          UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                         ($000'S, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
                                                                  THREE MONTHS ENDED
                                                             -----------------------------
                                                              MARCH 31,          MARCH 31,
                                                                2000               1999
                                                             ----------         ----------
<S>                                                          <C>                <C>
REVENUE                                                      $   19,605         $   25,500

COST OF REVENUE                                                  13,252             19,736
                                                             ----------         ----------
GROSS PROFIT                                                      6,353              5,764

OPERATING EXPENSES:
  Selling, general and administrative expenses                    6,433              5,556
  Stock compensation expense                                         --                401
  Goodwill amortization                                             368                339
  Depreciation and amortization                                     473                284
                                                             ----------         ----------
      Total operating expenses                                    7,274              6,580

LOSS FROM OPERATIONS                                               (921)              (816)

OTHER INCOME (EXPENSE)                                               (2)               (35)

INTEREST INCOME (EXPENSE)                                          (130)                21
                                                             ----------         ----------
LOSS BEFORE INCOME TAXES                                         (1,053)              (830)

INCOME TAX PROVISION (CREDIT)                                      (380)                 2
                                                             ----------         ----------
LOSS FROM CONTINUING OPERATIONS                                    (673)              (832)
DISCONTINUED OPERATIONS:
  Income (loss) from discontinued operations, net of tax             --                242

  Loss on disposal of discontinued operations, net of tax            --                 --
                                                             ----------         ----------
      Total discontinued operations                                  --                242
                                                             ----------         ----------
NET LOSS                                                     $     (673)        $     (590)
                                                             ==========         ==========

NET INCOME (LOSS) PER SHARE:  BASIC AND DILUTED
  Continuing Operations                                      $    (0.08)        $    (0.10)
  Discontinued Operations                                            --               0.03
                                                             ----------         ----------
  Net loss                                                   $    (0.08)        $    (0.07)
                                                             ==========         ==========

SHARES OUTSTANDING:  BASIC AND DILUTED                        8,807,597          8,642,034
                                                             ==========         ==========
</TABLE>

See notes to condensed consolidated financial statements.

                                      3

<PAGE>   4

       BRIGHTSTAR INFORMATION TECHNOLOGY GROUP, INC. AND SUBSIDIARIES
          UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   ($000'S)

<TABLE>
<CAPTION>
                                                                THREE MONTHS ENDED
                                                             ------------------------
                                                              MARCH 31,     MARCH 31,
                                                                2000          1999
                                                             ----------    ----------
<S>                                                          <C>           <C>
OPERATING ACTIVITIES:
   Net loss                                                    $  (673)      $  (590)
   Adjustments to reconcile net loss to net cash
       used in operating activities:
   Effect of exchange rate on cash                                 (20)         (120)
   Income from discontinued operations                              --          (242)
   Depreciation and amortization                                   841           731
   Change in allowance for doubtful accounts                      (220)          252
   Compensation expense on issuance of common stock                              401
   Deferred taxes                                                  354           177
   Cash provided by (used in) operating activities:
       Trade accounts receivable                                 3,058        (3,260)
       Unbilled revenue                                           (545)       (2,755)
       Prepaid expenses and other                                 (256)         (503)
       Accounts payable                                           (799)          431
       Restructuring reserve                                      (516)         (706)
       Accrued salaries and other expenses                      (3,198)        3,056
       Income taxes receivable/payable                            (672)       (1,053)
       Deferred revenue                                            216          (209)
                                                               -------       -------
       Net cash used in operating activities                    (2,430)       (4,390)

INVESTING ACTIVITIES:
   Payments for acquisitions                                        --        (1,593)
   Additions of property and equipment, net of disposals          (434)         (490)
                                                               -------       -------
       Net cash used by investing activities                      (434)       (2,083)

FINANCING ACTIVITIES:
   Net proceeds from issuance of common stock                    7,175            --
   Borrowings (repayments) under line of credit                 (4,377)        5,724
                                                               -------       -------
       Net cash provided by financing activities                 2,798         5,724

NET DECREASE IN CASH                                               (66)         (749)

CASH:
   Beginning of period                                             973         3,672
                                                               -------       -------
   End of period                                               $   907       $ 2,923
                                                               =======       =======
</TABLE>

See notes to condensed consolidated financial statements.

                                      4

<PAGE>   5

                BRIGHTSTAR INFORMATION TECHNOLOGY GROUP, INC.
                              AND SUBSIDIARIES

            NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. BASIS OF PRESENTATION

   The accompanying unaudited condensed consolidated financial statements have
   been prepared in accordance with generally accepted accounting principles
   for interim financial information and the instructions to Form 10-Q and
   Article 10 of Regulation S-X. Accordingly, they do not include all of the
   information and footnotes required by generally accepted accounting
   principles for complete financial statements.  In the opinion of management,
   all adjustments (consisting of normal recurring accruals) considered
   necessary for a fair presentation have been included in the financial
   statements. Operating results for the three month period ended March 31,
   2000, are not necessarily indicative of the results that may be expected for
   the year ending December 31, 2000. The balance sheet at December 31, 1999,
   has been derived from the audited financial statements at that date but does
   not include all of the information and footnotes required by generally
   accepted accounting principles for complete financial statements. For
   additional information, refer to financial statements and footnotes thereto
   included in the Company's annual report on Form 10-K for the year ended
   December 31, 1999.

   The preparation of the condensed financial statements in conformity with
   generally accepted accounting principles requires management to make
   estimates and assumptions that affect the reported amounts of assets and
   liabilities and disclosures of contingent assets and liabilities at the date
   of the condensed financial statements and the reported amounts of revenues
   and expenses during the reporting period. Actual results could differ from
   these estimates

2. CREDIT FACILITIES

   Effective March 29, 1999, the Company established a $15 million credit
   facility (the "Credit Facility") with Comerica Bank. Under terms of the
   agreement, the Credit Facility will be used for working capital needs,
   including issuance of letters of credit, and for general corporate purposes.
   Borrowings under the Credit Facility bear an interest rate of prime plus
   .25%, or the Eurodollar rate plus 2.5%. The Company will pay a commitment
   fee on unused amounts of the Credit Facility amounting to .375% per annum
   based on the average daily amount by which the commitment amount exceeds the
   principal amount outstanding during the preceding month. Interest is payable
   monthly on prime rate borrowings and quarterly or at the end of the
   applicable interest period for the Eurodollar rate borrowings.

   The Credit Facility is secured by liens on substantially all the Company's
   assets (including accounts receivable) and a pledge of all of the
   outstanding capital stock of the Company's domestic operating subsidiaries.
   The Credit Facility also requires that the Company comply with various loan
   covenants, including (i) maintenance of certain financial ratios, (ii)
   restrictions on additional indebtedness and (iii) restrictions on liens,
   guarantees and payments of dividends. As of, and during the quarter ended
   March 31, 2000, the Company was not in compliance with a certain financial
   covenant. Comerica Bank has agreed to waive the default.

   The Credit Facility contains provisions requiring mandatory prepayment of
   outstanding borrowings from the issuance of debt or equity securities for
   cash, excluding certain equity issued in connection with future
   acquisitions, and cash realized in connection with permitted asset sales
   outside of the ordinary course of business. Borrowings outstanding under the
   Credit Facility amounted to $4.2 million at March 31, 2000.  The Credit
   Facility expires on March 30, 2001.

   Effective March 31, 2000, the Company established a A$3 million ($1.8 million
   U.S. dollars) credit facility (the "Australian Credit Facility") with
   Macquarie Bank Limited (the "Bank"). Under the terms of the agreement, the
   Australian Credit Facility will be used for working capital needs and other
   general corporate purposes. Borrowings under the Australian Credit Facility
   bear an interest rate calculated as the aggregate of the 30 day Macquarie
   Bank Bill Rate plus 3.0%.  The Company's Australian subsidiary will pay a
   commitment fee on unused amounts of the Australian Credit Facility amounting
   to 1.0% per annum calculated daily and payable monthly based on the
   difference between A$3.0 million and borrowings outstanding.

   The Australian Facility is secured by liens on substantially all of the
   assets of the Company's Australian subsidiary and guaranteed by the Company.
   Borrowings under the Australian Facility are limited to 60% of outstanding
   customer accounts receivable less than 90 days old plus 40% of unbilled
   revenue. The Australian Facility requires that both the Company and its
   Australian subsidiary comply with various financial covenants and reporting
   requirements. This Australian Facility matures on December 31, 2004. As of
   May 10, 2000 the Company had no borrowings outstanding under the Australian
   Facility.

3. INCOME TAXES

   The provision for income taxes for the quarter ended March 31, 2000 is based
   on an estimated effective tax rate of 39%, adjusted for non-deductible
   goodwill amortization. Additionally, the provision for income taxes reflects
   a reduction in the deferred tax asset valuation allowance of $120,000, based
   upon the estimated realization of the tax assets.

4. COMPREHENSIVE INCOME

   SFAS No. 130, "Reporting Comprehensive Income," requires companies to report
   and display comprehensive income and its components in the financial
   statements. Comprehensive income includes all changes in equity during a
   period except those resulting from investment by owners and distributions to
   owners. Comprehensive income approximates net income reported for all
   periods reported.


                                       5

<PAGE>   6

5. ACQUISITION PAYABLES

   On May 28, 1999, the Company purchased Integrated Systems Consultants, LLC
   ("ISC") pursuant to an Asset Purchase Agreement (the "Agreement"), dated as
   of April 1, 1999. ISC is a provider of SAP consulting services based in
   Phoenix, Arizona. The aggregate consideration for this transaction was $3.0
   million; of which $500,000 was paid in cash upon closing; $1,000,000 will be
   paid on June 1, 2000 in up to 255,183 shares of common stock, or a
   combination of cash and stock as defined in the Agreement; $500,000 was
   financed by a Convertible Subordinated Promissory Note due August 1, 2000;
   and, the remaining $1,000,000 consideration will be paid under the earn out
   agreement with the prior owners, as follows: $250,000 to be paid in cash by
   July 1, 2000; $250,000 to be paid pursuant to a three month promissory note
   bearing interest at 7.5%; and, $500,000 to be paid in shares of the Company's
   common stock at market price. The Company has the option to pay 70%, or
   $350,000 of the $500,000 in cash, accruing interest at a rate of 7.5%. The
   Company has allocated the entire purchase price, including the amounts
   payable under the earnout, and certain other acquisition costs to goodwill.
   Additionally, included in acquisition payables is $500,000 due in connection
   with the 1998 purchase of PROSAP Australia Pty.

6. RECENT SALES OF UNREGISTERED SECURITIES

   On March 10, 2000, pursuant to an agreement with Strong River Investments,
   Inc. and Montrose Investments Ltd. (collectively, the "Purchasers"), the
   Company sold to the Purchasers 709,555 shares of the Company's common stock
   (the "Shares") for $7.5 million, or $10.57 per share (the "Transaction"). Net
   proceeds to the Company amounted to $7.175 million after related issuance
   costs. Proceeds were applied to the Company's borrowings under its Credit
   Facility. In connection the purchase of the Shares, the Company issued two
   warrants to the Purchasers.  One warrant has a five-year term during which
   the Purchasers may purchase up to 157,500 shares of the Company's common
   stock at a price of $12.00 per share. The second warrant covers an adjustable
   amount of shares of the Company's common stock at an adjustable exercise
   price, based on the market price of the Company's common stock during three
   (3) separate periods of thirty-one (31) trading days commencing 270 calendar
   days after the date of the Transaction.  The Company also issued to Wharton
   Capital Partners Ltd. ("Wharton"), as compensation for Wharton's services in
   completing the Transaction, a warrant which has a five-year term during which
   Wharton may purchase up to 45,000 shares of the Company's common stock at a
   price of $12.00 per share. The Company anticipates registering the Shares
   sold to the Purchaser in May 2000. The Company and the Purchaser further
   agreed that the Company will sell and the Purchaser will purchase up to an
   additional $7.5 million worth of the Company's common stock six months
   following the Transaction subject to certain conditions.

7. CONTINGENT LIABILITY

   Under the terms of the acquisition of Cogent Technologies, LLC ("Cogent"),
   the Company is required, as additional consideration for the acquisition, to
   make an additional cash payment of up to $0.5 million and issue additional
   shares of the Company's common stock to the prior owners based upon an
   earn-out calculation. Amounts potentially due under the terms of the earnout
   agreement are currently in dispute between the Company and the prior owners.
   The additional purchase consideration will be recorded as goodwill upon
   transfer.

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

   INTRODUCTION - BrightStar Information Technology Group, Inc. ("BrightStar"
   or the "Company") is a leading e-business solutions and application service
   provider (ASP) to Global 2000 companies and public sector organizations.
   BrightStar's rapidly deployed solutions for e-commerce, supply chain
   management (SCM), customer relationship management (CRM), enterprise
   resource planning (ERP), corporate portal and application outsourcing help
   companies transform themselves into successful e-businesses and achieve a
   competitive advantage by delivering superior service to their customers
   while improving operational efficiencies.

   Services are generally performed at clients' locations and also at the
   Company's facilities.  The Company may assume responsibility for project
   management and bill the client on a time and material or fixed fee basis.

                                       6

<PAGE>   7

   Revenue is recognized as services are rendered. The timing of revenue is
   difficult to forecast because the Company's sales cycle for certain of its
   services can be relatively long and is subject to a number of uncertainties,
   including clients' budgetary constraints, the timing of clients' budget
   cycles, clients' internal approval processes and general economic
   conditions. In addition, as is customary in the industry, the Company's
   engagements, generally, are terminable without a client penalty. The
   Company's revenue and results of operations may fluctuate significantly
   from quarter to quarter or year to year because of a number of factors,
   including, but not limited to, the effect of changes in estimates to
   complete fixed fee contracts; the rate of hiring and the productivity of
   revenue generating personnel; the availability of qualified IT
   professionals; the significance of client engagements commenced and
   completed during a quarter; the number of business days in the quarter;
   changes in the relative mix of the Company's services; changes in the
   pricing of the Company's services; the timing and the rate of entrance into
   new geographic or IT specialty markets; departures or temporary absences of
   key revenue-generating personnel; the structure and timing of acquisitions;
   changes in the demand for IT services; and general economic factors.

   Cost of revenue consists primarily of salaries (including non-billable and
   training time) and benefits for consultants. The Company generally strives
   to maintain its gross profit margins by offsetting increases in salaries and
   benefits with increases in billing rates.

   Selling, general and administrative expenses primarily consist of costs
   associated with (i) corporate overhead, (ii) sales and account management,
   (iii) telecommunications, (iv) human resources, and (v) recruiting.

   RESULTS OF OPERATIONS

   Revenue decreased $5.9 million or 23% from the first quarter of 1999 as a
   result of the Company's efforts to reorganize its service offerings
   consistent with its focus on becoming an e-business and application service
   provider, transition of its sales force in the fourth quarter of 1999 and
   continuing through the first quarter of 2000 and the ongoing effect of
   reduced demand for IT services due to Year 2000 issues.

   Gross profit as a percentage of revenue for the three months ended March 31,
   2000 and 1999, was 32.4% and 22.6%, respectively.  The improvement in gross
   profit percentage resulted from the 1999 completion of two fixed bid
   engagements which had an adverse effect on margins in 1999, combined with
   improved utilization of revenue generating personnel and slightly higher
   average billing rates.

   The increase in selling, general and administrative expenses reflects the
   Company's ongoing investment in building its internal infrastructure and
   field sales force.

   Stock compensation is a non-cash expense item related to the issuance of
   stock to certain Founders as a part of the Company's IPO in 1998. This amount
   was amortized over a period of 12 months through April 1999.

   Goodwill amortization relates to goodwill acquired in conjunction with the
   IPO and subsequent acquisitions.

   Income taxes are based on the Company's estimated annual tax rate of 39%,
   adjusted for non-deductible goodwill amortization and stock compensation
   expense. Additionally, during the first quarter of 2000, the Company reduced
   the deferred tax asset valuation allowance by $120,000 based upon estimated
   realization of the underlying deferred tax assets.

LIQUIDITY AND CAPITAL RESOURCES

   Effective March 29, 1999, the Company established a $15 million credit
   facility (the "Credit Facility") with Comerica Bank. Under the terms of the
   agreement, the Credit Facility will be used for working capital needs,
   including issuance of letters of credit, and for general corporate purposes.
   Borrowings under the Credit Facility bear an interest rate of prime plus
   .25%, or the Eurodollar rate plus 2.5%. The Company will pay a commitment
   fee on unused amounts of the Credit Facility amounting to a .375% per annum
   based on the average daily amount by which the commitment amount exceeds the
   principal amount outstanding during the preceding month. Interest is payable
   monthly on prime rate borrowings and quarterly or at the end of the
   applicable interest period for the Eurodollar rate borrowings.

                                       7
<PAGE>   8

   The Credit Facility is secured by liens on substantially all the Company's
   assets (including accounts receivable) and a pledge of all of the
   outstanding capital stock of the Company's domestic operating subsidiaries.
   The Credit Facility also requires that the Company comply with various loan
   covenants, including (i) maintenance of certain financial ratios, (ii)
   restrictions on additional indebtedness and (iii) restrictions on liens,
   guarantees and payments of dividends. As of, and during the quarter ended
   March 31, 2000, the Company was not in compliance with a certain financial
   covenant. Comerica Bank has agreed to waive the default. The Credit Facility
   contains provisions requiring mandatory prepayment of outstanding borrowings
   from the issuance of debt or equity securities for cash, excluding certain
   equity issued in connection with future acquisitions, and cash realized in
   connection with permitted asset sales outside of the ordinary course of
   business. The Credit Facility expires on March 30, 2001.

   Effective March 31, 2000, the Company established a A$3 million ($1.8 million
   U.S. dollars) credit facility (the "Australian Credit Facility") with
   Macquarie Bank Limited.  Under the terms of the agreement, the Australian
   Credit Facility will be used for working capital needs and other general
   corporate purposes.  Borrowings under the Australian Credit Facility bear an
   interest rate calculated as the aggregate of the 30 day Macquarie Bank Bill
   Rate (the"Rate") plus 3.00 percent.  The Company's Australian subsidiary
   will pay a commitment fee on unused amounts of the Australian Credit
   Facility amounting to 1.0% per annum calculated daily and payable monthly
   based on the difference between the A$3.0 million and borrowings outstanding.

   The Australian Facility is secured by liens on substantially all of the
   assets of the Company's Australian subsidiary and is guaranteed by the
   Company. Borrowings under the Australian Facility are limited to 60% of
   outstanding customer accounts receivable less than 90 days old plus 40% of
   unbilled revenue. The Australian Facility requires that both the Company and
   its Australian subsidiary to comply with various financial covenants and
   reporting requirements.  This Australian Facility matures on December 31,
   2004.  As of May 10, 2000 the Company had no borrowings outstanding under the
   Australian Facility.

   On March 10, 2000, pursuant to an agreement with Strong River Investments,
   Inc. and Montrose Investments Ltd. (collectively the "Purchasers"), the
   Company sold to the Purchasers 709,555 shares of the Company's common stock
   for $7.5 million or $10.57 per share.  Net proceeds to the Company amounted
   to $7.2 million after related issuance costs.  The Company expects to
   register the common shares sold to the Purchasers in May 2000.  The
   Company and the Purchasers further agreed that the Company will sell and the
   Purchaser will purchase up to an additional $7.5 million worth of the
   Company's common stock six months following the initial transaction, subject
   to certain conditions.

   During the first quarter of 2000, the Company repaid $4.4 million of amounts
   due under its Credit Facility, financed $2.4 million of additional working
   capital requirements and $0.4 million of equipment additions using proceeds
   from the issuance of stock.

   The Company is required to make payments in 2000 amounting to $3.0 million
   related to a prior acquisition.  The Company has the option to issue common
   stock to satisfy up to $1.5 million of the amounts due.  In addition, the
   Company expects to make payments of up to $0.5 million and issue additional
   shares of the Company's common stock to the prior owners of Cogent
   related to earn out agreements.  The Company expects that a significant
   portion of the total amounts due will be satisfied upon the issuance of
   common stock.

   The Company intends to continue to pursue acquisition opportunities. The
   timing, size or success of any acquisition effort and the associated
   potential capital commitments are unpredictable. The Company expects to fund
   future acquisitions through the issuance of additional equity, as well as
   through a combination of working capital, cash flow from operations, and
   borrowings under its Credit Facilities.

   The Company believes that cash flow from operations, borrowings under Credit
   Facilities, and expected proceeds from the issuance of stock will be
   sufficient to fund its requirements over the next twelve months.

                                       8

<PAGE>   9


   FORWARD-LOOKING INFORMATION - Management's Discussion and Analysis of
   Financial Condition and Results of Operations ("MD&A") includes
   "forward-looking statements" within the meaning of Section 27A of the
   Securities Act of 1933 and Section 21E of the Securities Exchange Act of
   1934. All statements, other than statements of historical facts, included in
   this MD&A regarding the Company's financial position, business strategy and
   plans and objectives of management of the Company for future operations are
   forward-looking statements. These forward-looking statements rely on a
   number of assumptions concerning future events and are subject to a number
   of uncertainties and other factors, many of which are outside of the
   Company's control, that could cause actual results to materially differ from
   such statements. While the Company believes that the assumptions concerning
   future events are reasonable, it cautions that there are inherent
   difficulties in predicting certain important factors, especially the timing
   and magnitude of technological advances; the performance of recently
   acquired businesses; the prospects for future acquisitions; the possibility
   that a current customer could be acquired or otherwise be affected by a
   future event that would diminish their information technology requirements;
   the competition in the information technology industry and the impact of
   such competition on pricing, revenues and margins; the degree to which
   business entities continue to outsource information technology and business
   processes; uncertainties surrounding budget reductions or changes in funding
   priorities or existing government programs and the cost of attracting and
   retaining highly skilled personnel.

                          PART II - OTHER INFORMATION

ITEM 1. Legal proceedings

    The Company is not involved in any legal proceedings that the Company
believes could have a material adverse effect on the Company.

ITEM 3. Defaults upon Senior Securities

   See Note 2 to the Condensed Consolidated Financial Statements.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF STOCKHOLDERS

   None

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

    None

(b) Reports on Form 8-K

    The Company filed a current report on Form 8-K on January 14, 2000 which
disclosed that the Company engaged Grant Thornton LLP as its independent
accountants effective January 10, 2000.

                                      SIGNATURES

    Pursuant to the requirements of the Securities Act of 1934, the Registrant
has duly caused this report to be signed on its behalf by the undersigned there
unto duly authorized.

                                BRIGHTSTAR INFORMATION TECHNOLOGY GROUP, INC.

Date: May 15, 2000.             BY: /s/ Michael A. Ober
                                    -----------------------------------------
                                    Michael A. Ober
                                    Chief Executive Officer

                                BY: /s/ Donald W. Rowley
                                    -----------------------------------------
                                    Donald W. Rowley
                                    Chief Financial Officer

                                      9
<PAGE>   10


                              INDEX TO EXHIBITS

<TABLE>
<CAPTION>
        EXHIBIT
        NUMBER          DESCRIPTION
        -------         -----------
<S>                     <C>
        27              Financial Data Schedule
</TABLE>