<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, 1998
                                       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 OR OTHER JURISDICTION OF                      (I.R.S.EMPLOYER
      INCORPORATION OR ORGANIZATION)                       IDENTIFICATION NO.)

      10375 RICHMOND AVENUE, SUITE 1620
             HOUSTON, TEXAS                                        77042
      (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                   (ZIP CODE)

       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (713) 361-2500

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

         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 proceeding 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     No X *
                                             ---    ---

         The number of shares of Common Stock of the Registrant, par value $.001
per share, outstanding at May 28, 1998, was 7,746,199. The number of shares of
Restricted Common Stock of the Registrant, par value $.001 per share,
outstanding at May 28, 1998, was 242,760.

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

================================================================================


                                     - 1 -
<PAGE>   2




ITEM 1.      FINANCIAL STATEMENTS

GENERAL INFORMATION - The following historical consolidated financial statements
of BrightStar Information Technology Group, Inc. (the "Company" or "BrightStar")
are the historical financial statements of Brian R. Blackmarr and Associates,
Inc. ("Blackmarr"), which became a wholly owned subsidiary of BrightStar in
April 1998, and has been identified as the "accounting acquirer" for
BrightStar's financial reporting purposes in connection with the purchase
acquisitions described in Notes 1 and 2 to the following financial statements.

         BRIGHTSTAR INFORMATION TECHNOLOGY GROUP, INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                               DECEMBER 31,    MARCH 31,
ASSETS                                                                            1997           1998
                                                                                ----------    ----------

CURRENT ASSETS:
<S>                                                                             <C>           <C>       
  Cash and cash equivalents                                                     $    2,994    $   64,051
  Trade accounts receivable, net of allowance for doubtful accounts
    of $451,534 and $224,632, respectively                                       4,202,180     4,762,635
  Accounts receivable - employees                                                    3,355         7,632
  Income tax refund receivable                                                      37,515        19,039
  Unbilled revenue                                                                 652,711       737,529
  Deferred tax asset                                                               161,564       161,564
                                                                                ----------    ----------

      Total current assets                                                       5,060,319     5,752,450

PROPERTY AND EQUIPMENT - Net                                                       276,753       238,763

DEFERRED TAX ASSET                                                                  31,541        31,541

OTHER ASSETS                                                                        56,759        73,570
                                                                                ----------    ----------

TOTAL ASSETS                                                                    $5,425,372    $6,096,324
                                                                                ==========    ==========

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Accounts payable                                                              $  423,143    $1,483,868
  Line of credit                                                                   847,764       672,764
  Current maturities of notes payable                                              213,185       191,389
  Current maturities of capital lease obligations                                   64,322        46,175
  Accrued salaries and payroll taxes                                               675,669       747,355
  Other accrued expenses                                                         1,935,260       582,934
  Income taxes payable                                                                --          95,800
  Deferred revenue                                                                 621,329     1,352,012
                                                                                ----------    ----------

      Total current liabilities                                                  4,780,672     5,172,297

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY:
  Common stock, no par value - 100,000 shares authorized,
    13,068 shares issued and outstanding                                           318,068       318,068
  Retained earnings                                                                326,632       605,959
                                                                                ----------    ----------

      Total stockholders' equity                                                   644,700       924,027
                                                                                ----------    ----------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                      $5,425,372    $6,096,324
                                                                                ==========    ==========
</TABLE>


See notes to consolidated financial statements.




                                     - 2 -
<PAGE>   3



         BRIGHTSTAR INFORMATION TECHNOLOGY GROUP, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                          THREE MONTH PERIOD
                                                            ENDED MARCH 31,
                                                         1997             1998
                                                      -----------     -----------

<S>                                                   <C>             <C>        
REVENUES                                              $ 3,003,438     $ 5,108,881

COST OF REVENUES                                        2,400,249       4,177,123
                                                      -----------     -----------

      Gross profit                                        603,189         931,758

OPERATING EXPENSES:
  Selling, general and administrative                     361,129         494,828
  Stock compensation expense                              305,000            --
  Depreciation and amortization                            25,702          30,556
                                                      -----------     -----------

      Total operating expenses                            691,831         525,384
                                                      -----------     -----------

INCOME (LOSS) FROM OPERATIONS                             (88,642)        406,374

OTHER INCOME                                               13,105           1,052

INTEREST EXPENSE                                          (25,251)        (32,299)
                                                      -----------     -----------

INCOME (LOSS) BEFORE INCOME TAXES                        (100,788)        375,127

INCOME TAX EXPENSE                                           --            95,800
                                                      -----------     -----------

NET INCOME (LOSS)                                     $  (100,788)    $   279,327
                                                      ===========     ===========
</TABLE>


See notes to consolidated financial statements.




                                     - 3 -
<PAGE>   4



                  BRIGHTSTAR INFORMATION TECHNOLOGY GROUP, INC.
                                AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                                                
                                                COMMON STOCK                     TOTAL 
                                            --------------------    RETAINED  STOCKHOLDERS'
                                             SHARES      AMOUNT     EARNINGS     EQUITY
                                            --------    --------    --------    --------
<S>                                           <C>       <C>         <C>         <C>     
BALANCE, DECEMBER 31, 1997                    13,068    $318,068    $326,632    $644,700

   Net income                                                        279,327     279,327
                                            --------    --------    --------    --------

BALANCE, MARCH 31, 1998                       13,068    $318,068    $605,959    $924,027
                                            ========    ========    ========    ========
</TABLE>


See notes to consolidated financial statements.




                                     - 4 -
<PAGE>   5



         BRIGHTSTAR INFORMATION TECHNOLOGY GROUP, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                                                         THREE MONTHS ENDED MARCH 31,
                                                                                         ---------------------------
                                                                                             1997            1998
                                                                                         -----------     -----------

OPERATING ACTIVITIES:
<S>                                                                                      <C>             <C>        
  Net income (loss)                                                                      $  (100,788)    $   279,327
  Adjustments to reconcile net income (loss) to net cash
    provided by (used in) operating activities:
  Depreciation and amortization                                                               25,702          30,556
  Additions (reductions) to allowance for doubtful accounts                                   31,611        (226,902)
  Compensation expense on issuance of common stock                                           305,000
  Cash provided by (used in) operating working capital:
  Trade accounts receivable                                                                 (683,048)       (333,553)
  Accounts receivable - employees                                                              2,397          (4,277)
  Income tax refund receivable                                                                  --            18,476
  Unbilled revenue                                                                          (143,854)        (84,818)
  Other assets                                                                                20,070         (16,811)
  Accounts payable                                                                           (18,695)      1,060,725
  Accrued salaries and payroll taxes                                                         209,792          71,686
  Other accrued expenses                                                                     130,545      (1,352,326)
  Income taxes payable                                                                          --            95,800
  Deferred revenue                                                                           132,949         730,683
                                                                                         -----------     -----------

      Net cash provided by (used in) operating activities                                    (88,319)        268,566
                                                                                         -----------     -----------

INVESTING ACTIVITIES - Retirements (additions) of property and equipment                        (601)          7,434
                                                                                         -----------     -----------

FINANCING ACTIVITIES:
  Borrowings under (payments on) line of credit                                               37,000        (175,000)
  Proceeds from (payments on) notes payable and capital lease obligations                     54,720         (39,943)
  Proceeds from issuance of common stock                                                       3,068
                                                                                         -----------     -----------


      Net cash provided by (used in) financing activities                                     94,788        (214,943)
                                                                                         -----------     -----------

NET INCREASE (DECREASE) IN CASH AND CASH
  EQUIVALENTS                                                                                  5,868          61,057

CASH AND CASH EQUIVALENTS:
  Beginning of year                                                                           79,314           2,994
                                                                                         -----------     -----------

  End of year                                                                            $    85,182     $    64,051
                                                                                         ===========     ===========

SUPPLEMENTAL INFORMATION - Interest paid                                                 $    25,251     $    32,299
                                                                                         ===========     ===========
</TABLE>


See notes to consolidated financial statements.




                                     - 5 -

<PAGE>   6



                  BRIGHTSTAR INFORMATION TECHNOLOGY GROUP, INC.
                                AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1.    BASIS OF PRESENTATION

      BrightStar Information Technology Group, Inc. (the "Company" or
      "BrightStar") was formed to create a national provider of information
      technology consulting services. BrightStar has conducted no operations
      prior to April 16, 1998, and acquired the Founding Companies concurrently
      with and as a condition to the closing of its initial public offering on
      April 16, 1998.

      Concurrent with and as a condition to the closing of the offering,
      BrightStar acquired all of the outstanding capital stock or substantially
      all the net assets of Brian R. Blackmarr and Associates, Inc.
      ("Blackmarr"), Integrated Controls, Inc., Mindworks Professionals
      Education Group, Inc., Software Innovators, Inc., Zelo Group, Inc.,
      Software Consulting Services America, LLC and SCS Unit Trust (the
      "Founding Companies"). The acquisitions will be accounted for using the
      purchase method of accounting, with Blackmarr being treated as the
      accounting acquirer, in accordance with Staff Accounting Bulletin No. 97
      ("SAB 97").

      The accompanying historical consolidated financial statements include only
      the historical financial information for Blackmarr, the accounting
      acquirer, which elected to change its fiscal year-end from September 30 to
      December 31. These financial statements have not been audited. In the
      opinion of the Company's management, the financial statements reflect all
      adjustments necessary to present fairly the results of operations for the
      three month periods ended March 31, 1998 and 1997, the Company's financial
      position at December 31, 1997 and March 31, 1998, and the cash flows for
      the three month periods ended March 31, 1998 and 1997. These adjustments
      are of a normal recurring nature.

      Certain notes and other information have been condensed in or omitted from
      the interim financial statements presented in the Quarterly Report on Form
      10-Q. Therefore, these financial statements should be read in conjunction
      with the Company's registration statement on Form S-1.

      The operating results of Blackmarr for the three month period ended March
      31, 1998, are not necessarily indicative of the results that may be
      expected for the Company for the entire year.

2.    ACQUISITION OF FOUNDING COMPANIES

      The following unaudited pro forma information gives effect to (i) the
      acquisitions (the "Acquisitions") by BrightStar of the outstanding capital
      stock or substantially all the net assets of the Founding Companies and
      (ii) a share exchange with BIT Investors, LLC ("BITI") and senior
      management of BrightStar for all outstanding common stock of BIT Group
      Services, Inc. ("BITG") and (iii) the closing of BrightStar's initial
      public offering and the application of the net proceeds therefrom. The
      unaudited pro forma information gives effect to the acquisitions, the
      share exchange and the offering as if they had occurred on January 1,
      1998.

      The Company believes the combination of the Founding Companies will
      provide opportunities to improve operating margins and increase
      profitability, including the consolidation of certain duplicative

                                     - 6 -
<PAGE>   7

      administrative functions. The Company believes it will be able to achieve
      operating efficiencies by consolidating certain administrative functions.
      The pro forma financial information herein reflects neither expected
      savings nor margin improvements but does reflect management's estimate of
      certain incremental corporate general and administrative costs.

      The pro forma adjustments are based on preliminary estimates, available
      information and certain assumptions that management deems appropriate, but
      which may be revised as additional information becomes available. The pro
      forma financial information does not purport to represent what the
      Company's results of operations would actually have been if such
      transactions had in fact occurred on the dates assumed and is not
      necessarily representative of the Company's financial position or results
      of operations for any future period. Since the Founding Companies were not
      under common control or management, historical combined pro forma results
      may not be comparable to, or indicative of, future performance.

<TABLE>
<CAPTION>
                                                                         THREE-MONTH PERIOD
                                                                        ENDED MARCH 31, 1998
                                                                        (IN THOUSANDS, EXCEPT
        PRO FORMA                                                          PER SHARE DATA)
        ---------                                                       --------------------
<S>                                                                           <C>     
        Revenues                                                              $ 20,466
        Net income                                                            $    577
        Net income per share - diluted                                        $   0.07
</TABLE>

      The computation of pro forma net income per share of common stock
      presented above is based on 8,476,235 shares of common stock outstanding.



                                     - 7 -
<PAGE>   8



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

      INTRODUCTION - BrightStar was organized in July 1997 to combine selected
      complementary businesses to provide enterprise-wide business and
      technology solutions to Fortune 1000 companies and other large
      organizations. BrightStar has entered into definitive agreements to
      acquire the Founding Companies concurrently with and as a condition to the
      closing of its initial public offering on April 16, 1998. Collectively,
      the Founding Companies provide IT services to a diverse client base. Each
      of the Founding Companies is specialized and generally provides its IT
      services to clients primarily based on daily rates (or time and materials
      charges).

      The Company's services and products include ERP software implementation,
      consulting, software application development systems integration,
      outsourcing, training, upgrade and support and related software products.
      The Company's services are performed at clients' locations and at the
      Company's facilities. In providing ERP implementation and other IT
      services, the Company generally assumes responsibility for project
      management and bills the client on a time and materials basis, although a
      small percentage of projects are billed on a fixed-price basis.

      Revenue is primarily recognized as services are rendered for time and
      materials charges or, to a lesser extent, using the
      percentage-of-completion method for fixed-priced contracts. 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 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 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 a quarter;
      changes in the relative mix of the Company's services; changes in the
      pricing of the Company's services; the timing and 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 primarily consists 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 cost
      associated with (i) corporate overhead, (ii) sales and account management,
      (iii) telecommunications, (iv) human resources, (v) recruiting and
      training and (vi) other administrative expenditures.

      In July 1996, the Securities and Exchange Commission (the "SEC") issued
      Staff Accounting Bulletin No. 97 ("SAB 97") relating to business
      combinations immediately prior to an initial public offering. SAB 97
      requires that these combinations be accounted for using the purchase
      method of accounting and requires that one of the companies be designated
      as the accounting acquirer. Accordingly, for financial statement
      presentation purposes, Blackmarr has been designated as the acquiring
      company because its current shareholders, in the aggregate, acquired more
      common stock than the former shareholders of any of the other Founding
      Companies in connection with the acquisitions. The excess of the aggregate



                                     - 8 -
<PAGE>   9

      purchase price paid for the Founding Companies other than Blackmarr over
      the fair value of the net assets to be acquired by BrightStar will be
      recorded as goodwill.

      RESULTS OF OPERATIONS - BLACKMARR - The following table presents certain
      selected data (and that data as a percentage of revenue) of Blackmarr on a
      historical basis for the periods indicated:

<TABLE>
<CAPTION>
                                                                             THREE MONTHS ENDED MARCH 31,
                                                                          1997                        1998
                                                                  ------------------          ------------------

<S>                                                               <C>          <C>            <C>          <C>   
        Revenue                                                   $ 3,003      100.0%         $ 5,109      100.0%
        Cost of revenue                                             2,400       79.9            4,177       81.8
        Selling, general and administrative
           expenses                                                   361       12.0              495        9.7
        Stock compensation expense                                    305       10.2                -        -
        Depreciation and amortization                                  26        0.8               31        0.6
                                                                  -------    -------          -------     ------

        Income (loss) from operations                             $   (89)      (2.9)%        $   406        7.9%
                                                                  =======    =======          =======     ======
</TABLE>

      THREE MONTHS ENDED MARCH 31, 1998, COMPARED TO THREE MONTHS ENDED MARCH
      31, 1997 - Revenue increased $2.1 million, or 70%, for the three months
      ended March 31, 1998 compared to the three months ended March 31, 1997.
      The increase resulted from the addition of new customer contracts
      representing an increase of $1.7 million, higher sales from the Education
      division of $.3 million due to expanded course offerings and higher
      student enrollment and increased sales of software products of $.1
      million.

      COST OF REVENUE - Cost of revenue increased $1.8 million, or 74%, for the
      three months ended March 31, 1998, compared to the three months ended
      March 31, 1997. The increase for the period is proportional to the
      increase in sales and is directly related to the costs associated with the
      sales effort.

      SELLING, GENERAL AND ADMINISTRATIVE EXPENSES - Selling, general and
      administrative expenses increased $.1 million, or 30%, for the three
      months ended March 31, 1998, compared to the three months ended March 31,
      1997. As a percentage of revenue, selling, general and administrative
      expenses decreased from 12.0% for the three months ended March 31, 1997,
      to 9.7% for the three months ended March 31, 1998. The decrease was
      attributable to the Company being able to increase revenue without
      substantial additions to the number of support personnel. The overall
      increase in selling, general and administrative expenses is primarily
      attributable to a proportional increase in bad debt expense related to
      higher sales.

      LIQUIDITY AND CAPITAL RESOURCES (BLACKMARR) - Accounts receivable
      increased $.56 million at March 31, 1998, compared to December 31, 1997,
      as a result of increased sales in its Consulting operations.

      At March 31, 1998, Blackmarr had $.67 million of borrowings outstanding
      under a revolving line of credit provided by a commercial bank. The
      borrowing capacity under the line of credit is $1.25 million, with
      interest payable monthly at prime lending rate plus 1%. Borrowings under
      the line of credit are due and payable on demand, are subject to a
      borrowing base calculation based upon 80% of eligible accounts receivable
      and are secured by Blackmarr's accounts receivable and guaranteed by
      Blackmarr's principal stockholder.

                                     - 9 -
<PAGE>   10

      LIQUIDITY AND CAPITAL RESOURCES (BRIGHTSTAR) - The Company is a holding
      company that will conduct all of its operations through its subsidiaries.
      Accordingly, the Company's principal sources of liquidity are the cash
      flow of its subsidiaries, cash available from lines of credit it may
      establish and the unallocated net proceeds of the offering.

      At March 31, 1998, on a pro forma combined basis, after giving effect to
      (i) the Acquisitions, (ii) the closing of the Offering and BrightStar's
      application of the net proceeds therefrom to pay the cash portion of the
      aggregate consideration for the Acquisitions and concurrently to repay
      certain indebtedness of the Founding Companies (approximately $7.3
      million) and (iii) the repayment by BrightStar of advances from BITI under
      the BITI Loan Agreement, which have been used to fund payment of a part of
      the expenses of the Offering, the Company would have had an aggregate of
      approximately $13 million of cash and cash equivalents.

      The Company expects to install or upgrade its accounting and management
      information systems and to install an internal network and communications
      system to facilitate exchange of information among the Founding Companies.
      Management presently anticipates that expenditures for these items will
      total approximately $3.0 million over the next two years; however, no
      assurance can be made with respect to the actual timing and amount of such
      expenditures.

      The Company has received a commitment from Banque Paribas to provide a
      Credit Facility. The Company expects that under the Credit Facility, the
      Company will have available to it an aggregate of up to $30.0 million in
      borrowings, which will be divided into two tranches: (i) a revolving
      credit facility (the "Revolving Credit Facility"), providing for
      borrowings of up to $10.0 million and (ii) an acquisition facility (the
      "Acquisition Facility"), providing for borrowings of up to $20.0 million.
      Under the terms of the Banque Paribas commitment, the Revolving Credit
      Facility will be available to support working capital needs, to issue
      letters of credit, to refinance Founding Company indebtedness, if
      necessary, and for general corporate purposes; and the Acquisition
      Facility will be available to provide financing for acquisitions and
      capital expenditures. The Credit Facility will be secured by liens on
      substantially all of the Company's assets (including accounts receivable)
      and a pledge of the Company's equity interest in each of its subsidiaries.
      The Company expects that the Credit Facility will require the Company to
      comply with various loan covenants, including (i) maintenance of certain
      financial ratios, (ii) restrictions on additional indebtedness and (iii)
      restrictions on liens, guarantees and payment of dividends. The Company
      anticipates that the Revolving Credit Facility will be available for
      advances and repayments through July 2001 and that, unless such facility
      is extended or renewed, all outstanding principal and accrued and unpaid
      interest under the Revolving Credit Facility will be due on such date. The
      Company anticipates that the Acquisition Facility will be available for
      advances and repayments through July 2000 and that the outstanding
      principal balance will then convert into a term loan payable over three
      years, with all remaining outstanding principal and accrued and unpaid
      interest due in July 2003. The Credit Facility will contain 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
      Company is presently negotiating the definitive loan documents with Banque
      Paribas; however, there can be no assurance that the Company will enter
      into the Credit Facility on the terms described or that the Company will
      enter into any credit facility at all.

                                     - 10 -
<PAGE>   11

      The Company intends 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, including borrowings under the Credit Facility.

      The Company believes that cash flow from operations, borrowings under the
      Credit Facility and the unallocated net proceeds of the offering will be
      sufficient to fund its requirements for the foreseeable future.

      INFLATION - Due to the relatively low levels of inflation experienced in
      the last three years, inflation did not have a significant effect on the
      results of operations of any of the Founding Companies in those periods.

      YEAR 2000 COMPLIANCE - All of the Company's management information and
      other date-referenced systems, including computer software and hardware,
      are Year 2000 compliant. There are no internal matters, therefore, that
      will affect the Company's ability to process systems date-referenced
      information when the Year 2000 arrives. The Company does not know the
      extent to which the current preparedness of its external business
      associates could adversely affect the Company's business transactions.
      There can be no assurance that such associates will be compliant.

      COMPREHENSIVE INCOME - SFAS No. 130, "Reporting Comprehensive Income,"
      became effective as of the first quarter of 1998. This statement requires
      companies to report and display comprehensive income and its components
      (revenues, expenses, gains and losses). Comprehensive income includes all
      changes in equity during a period except those resulting from investment
      by owners and distributions to owners. For the Company, comprehensive
      income is the same as net income reported in the statements of
      consolidated operations, since there were no other items of comprehensive
      income for the periods presented.

      CHANGES IN ACCOUNTING STANDARDS - SFAS No. 131, "Disclosures About
      Segments of an Enterprise and Related Information," will become effective
      in 1998. This statement establishes standards for defining and reporting
      business segments. The Company is currently determining its reportable
      segments. The adoption of SFAS No. 131 will not affect the Company's
      consolidated financial position, results of operations or cash flows.

      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 


                                     - 11 -
<PAGE>   12

      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.

ITEM 3.      QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

      This item is not applicable to the Registrant.

PART II - OTHER INFORMATION


ITEM 1.      LEGAL PROCEEDINGS

      None.

ITEM 2.      CHANGES IN SECURITIES AND USE OF PROCEEDS

      This item is not applicable to the Registrant.

ITEM 3.      DEFAULTS UPON SENIOR SECURITIES

      None.

ITEM 4.      SUBMISSION OF MATTERS TO A VOTE OF STOCKHOLDERS

      The sole stockholder of the Company held a special meeting on January 26,
      1998, to consider action with respect to an amendment to the certificate
      of incorporation of the Company, creating two million shares of a new
      class of capital stock designated as Restricted Common Stock. The sole
      stockholder of the Company held a special meeting on February 27, 1998, to
      approve and ratify the long-term incentive plan adopted by the Company's
      board of directors. Both actions were approved by the sole stockholder.

ITEM 5.      OTHER INFORMATION

      None.

ITEM 6.      EXHIBITS AND REPORTS ON FORM 8-K

      (a)   Exhibits

 EXHIBIT
 NUMBER                                  DESCRIPTION
--------                                 -----------
  3.1      -- Certificate of Incorporation, as amended (incorporated by 
              reference to the Company's Registration Statement on 
              Form S-1, Commission file No. 333-43209, Exhibit 3.1).
  3.2      -- Bylaws, as amended (incorporated by reference to the Company's 
              Registration Statement on Form S-1, Commission file 
              No. 333-43209, Exhibit 3.2)
  4.1      -- Specimen Common Stock Certificates (incorporated by reference 
              to the Company's Registration Statement on Form S-1, Commission 
              file No. 333-43209, Exhibit 4.1).
  4.2      -- Agreement and Plan of Exchange dated December 15, 1997
              among BrightStar, BITG, BITI and the holders of the
              outstanding capital stock of BITG (incorporated by reference 
              to the Company's Registration Statement on Form S-1, Commission 
              file No. 333-43209, Exhibit 4.2).
  4.3      -- Warrant dated as of August 14, 1997 issued to McFarland,
              Grossman and Company, Inc. (incorporated by reference to the 
              Company's Registration Statement on Form S-1, Commission file 
              No. 333-43209, Exhibit 4.3).
  4.4      -- Option Agreement dated as of December 16, 1997 between
              BrightStar and Brewer-Gruenert Capital Advisors, LLC. 
              (incorporated by reference to the Company's Registration 
              Statement on Form S-1, Commission file No. 333-43209, 
              Exhibit 4.4).
 10.1      -- BrightStar 1997 Long-Term Incentive Plan (incorporated by 
              reference to the Company's Registration Statement on Form S-1, 
              Commission file No. 333-43209, Exhibit 10.1).
 10.2      -- Agreement and Plan of Exchange by and among BrightStar
              and the holders of the outstanding capital stock of Brian
              R. Blackmarr and Associates, Inc. (incorporated by reference 
              to the Company's Registration Statement on Form S-1, Commission 
              file No. 333-43209, Exhibit 10.2).
 10.3      -- Agreement and Plan of Exchange by and among BrightStar
              and the holders of the outstanding capital stock of
              Integrated Controls, Inc. (incorporated by reference to the 
              Company's Registration Statement on Form S-1, Commission 
              file No. 333-43209, Exhibit 10.3).
 10.4      -- Agreement and Plan of Exchange by and among BrightStar
              and the holders of the outstanding capital stock of
              Mindworks Professional Education Group, Inc. (incorporated 
              by reference to the Company's Registration Statement on 
              Form S-1, Commission file No. 333-43209, Exhibit 10.4).
 10.5      -- Agreement and Plan of Exchange by and among BrightStar,
              Software Consulting Services America, LLC and the holders
              of the outstanding ownership interests of Software
              Consulting Services America, LLC. (incorporated by reference 
              to the Company's Registration Statement on Form S-1, 
              Commission file No. 333-43209, Exhibit 10.5).
 10.6      -- Agreement and Plan of Exchange by and among BrightStar
              and Software Consulting Services Pty. Ltd. in its
              capacity as Trustee of the Software Consulting Services
              Unit Trust and the holders of all of the outstanding
              ownership interests in the Software Consultants Unit
              Trust(incorporated by reference to the Company's 
              Registration Statement on Form S-1, Commission file 
              No. 333-43209, Exhibit 10.6).
 10.7      -- Agreement and Plan of Exchange by and among BrightStar
              and the holders of the outstanding capital stock of
              Software Innovators, Inc. (incorporated by reference to 
              the Company's Registration Statement on Form S-1, 
              Commission file No. 333-43209, Exhibit 10.7).
 10.8      -- Agreement and Plan of Exchange by and among BrightStar
              and the holder of the outstanding capital stock of Zelo
              Group, Inc. and Joel Rayden (incorporated by reference 
              to the Company's Registration Statement on Form S-1, 
              Commission file No. 333-43209, Exhibit 10.8).
 10.9      -- Form of Employment Agreement between BrightStar and
              Marshall G. Webb, Thomas A. Hudgins and Daniel M. Cofall
              (incorporated by reference to the Company's Registration 
              Statement on Form S-1, Commission file No. 333-43209, 
              Exhibit 10.9).
 10.10     -- Form of Employment Agreement between Brian R. Blackmarr
              and Associates, Inc. and Brian R. Blackmarr (incorporated
              by reference to the Company's Registration Statement on 
              Form S-1, Commission file No. 333-43209, Exhibit 10.10).
 10.11     -- Letter Agreement dated August 14, 1997 between BITG and
              McFarland, Grossman and Company, Inc., and amended as of
              March 17, 1998 (incorporated by reference to the Company's 
              Registration Statement on Form S-1, Commission file 
              No. 333-43209, Exhibit 10.11).
 10.12     -- Letter Agreement dated September 26, 1997 between BITG
              and Brewer-Gruenert Capital Advisors, LLC, and amended as
              of December 15, 1997 (incorporated by reference to the 
              Company's Registration Statement on Form S-1, Commission 
              file No. 333-43209, Exhibit 10.12).
 10.13     -- Loan Agreement dated October 16, 1997 between BITI and
              BITG (incorporated by reference to the Company's 
              Registration Statement on Form S-1, Commission file 
              No. 333-43209, Exhibit 10.13).
 10.14     -- Form of Stock Repurchase Agreement between BrightStar and
              Marshall G. Webb, Daniel M. Cofall, Thomas A. Hudgins,
              and Michael A. Sooley (incorporated by reference to the 
              Company's Registration Statement on Form S-1, Commission 
              file No. 333-43209, Exhibit 10.14).
 10.15     -- R/3 Regional Implementation Partner Agreement dated July
              10, 1995 between Software Consulting Services America,
              LLC and SAP America, Inc. (incorporated by reference to 
              the Company's Registration Statement on Form S-1, 
              Commission file No. 333-43209, Exhibit 10.15).
 10.16     -- R/3 National Implementation Partner Agreement dated March
              14, 1995 between Software Consulting Services Pty. Ltd.
              and SAP Australia Pty. Ltd. (incorporated by reference 
              to the Company's Registration Statement on Form S-1, 
              Commission file No. 333-43209, Exhibit 10.16).
 10.17     -- Form of Employment Agreement between Software Innovators,
              Inc. and Mark D. Diggs (incorporated by reference to the 
              Company's Registration Statement on Form S-1, Commission 
              file No. 333-43209, Exhibit 10.17).

 10.18      -- Form of Agreement Regarding Repurchase of Stock by and
               among BrightStar, George M. Siegel, Marshall G. Webb,
               Thomas A. Hudgins, Daniel M. Cofall, Mark D. Diggs,
               Michael A. Sooley, Michael B. Miller, and Tarrant Hancock 
               (incorporated by reference to the Company's Registration 
               Statement on Form S-1, Commission file No. 333-43209, 
               Exhibit 10.18).
 10.19      -- Credit Facility Commitment Letter from Banque Paribas
               dated April 8, 1998 (incorporated by reference to the 
               Company's Registration Statement on Form S-1, Commission 
               file No. 333-43209, Exhibit 10.19).
 27.1       -- Financial Data Schedule 


      (b)   Reports on Form 8-K

            None.




                                     - 12 -
<PAGE>   13



                                   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 thereunto
duly authorized.


                                         BRIGHTSTAR INFORMATION
                                         TECHNOLOGY GROUP, INC.



DATE: June 1, 1998                       By:       /s/  MARSHALL G. WEBB
                                             -----------------------------------
                                                           Marshall G. Webb
                                                             President and
                                                        Chief Executive Officer




DATE: June 1, 1998                       By:       /s/  DANIEL M. COFALL
                                             -----------------------------------
                                                           Daniel M. Cofall
                                                        Chief Financial Officer




                                     - 13 -

<PAGE>   14
                               INDEX TO EXHIBITS

 EXHIBIT
 NUMBER                                  DESCRIPTION
--------                                 -----------
  3.1      -- Certificate of Incorporation, as amended (incorporated by 
              reference to the Company's Registration Statement on 
              Form S-1, Commission file No. 333-43209, Exhibit 3.1).
  3.2      -- Bylaws, as amended (incorporated by reference to the Company's 
              Registration Statement on Form S-1, Commission file 
              No. 333-43209, Exhibit 3.2)
  4.1      -- Specimen Common Stock Certificates (incorporated by reference 
              to the Company's Registration Statement on Form S-1, Commission 
              file No. 333-43209, Exhibit 4.1).
  4.2      -- Agreement and Plan of Exchange dated December 15, 1997
              among BrightStar, BITG, BITI and the holders of the
              outstanding capital stock of BITG (incorporated by reference 
              to the Company's Registration Statement on Form S-1, Commission 
              file No. 333-43209, Exhibit 4.2).
  4.3      -- Warrant dated as of August 14, 1997 issued to McFarland,
              Grossman and Company, Inc. (incorporated by reference to the 
              Company's Registration Statement on Form S-1, Commission file 
              No. 333-43209, Exhibit 4.3).
  4.4      -- Option Agreement dated as of December 16, 1997 between
              BrightStar and Brewer-Gruenert Capital Advisors, LLC. 
              (incorporated by reference to the Company's Registration 
              Statement on Form S-1, Commission file No. 333-43209, 
              Exhibit 4.4).
 10.1      -- BrightStar 1997 Long-Term Incentive Plan (incorporated by 
              reference to the Company's Registration Statement on Form S-1, 
              Commission file No. 333-43209, Exhibit 10.1).
 10.2      -- Agreement and Plan of Exchange by and among BrightStar
              and the holders of the outstanding capital stock of Brian
              R. Blackmarr and Associates, Inc. (incorporated by reference 
              to the Company's Registration Statement on Form S-1, Commission 
              file No. 333-43209, Exhibit 10.2).
 10.3      -- Agreement and Plan of Exchange by and among BrightStar
              and the holders of the outstanding capital stock of
              Integrated Controls, Inc. (incorporated by reference to the 
              Company's Registration Statement on Form S-1, Commission 
              file No. 333-43209, Exhibit 10.3).
 10.4      -- Agreement and Plan of Exchange by and among BrightStar
              and the holders of the outstanding capital stock of
              Mindworks Professional Education Group, Inc. (incorporated 
              by reference to the Company's Registration Statement on 
              Form S-1, Commission file No. 333-43209, Exhibit 10.4).
 10.5      -- Agreement and Plan of Exchange by and among BrightStar,
              Software Consulting Services America, LLC and the holders
              of the outstanding ownership interests of Software
              Consulting Services America, LLC. (incorporated by reference 
              to the Company's Registration Statement on Form S-1, 
              Commission file No. 333-43209, Exhibit 10.5).
 10.6      -- Agreement and Plan of Exchange by and among BrightStar
              and Software Consulting Services Pty. Ltd. in its
              capacity as Trustee of the Software Consulting Services
              Unit Trust and the holders of all of the outstanding
              ownership interests in the Software Consultants Unit
              Trust(incorporated by reference to the Company's 
              Registration Statement on Form S-1, Commission file 
              No. 333-43209, Exhibit 10.6).
 10.7      -- Agreement and Plan of Exchange by and among BrightStar
              and the holders of the outstanding capital stock of
              Software Innovators, Inc. (incorporated by reference to 
              the Company's Registration Statement on Form S-1, 
              Commission file No. 333-43209, Exhibit 10.7).
 10.8      -- Agreement and Plan of Exchange by and among BrightStar
              and the holder of the outstanding capital stock of Zelo
              Group, Inc. and Joel Rayden (incorporated by reference 
              to the Company's Registration Statement on Form S-1, 
              Commission file No. 333-43209, Exhibit 10.8).
 10.9      -- Form of Employment Agreement between BrightStar and
              Marshall G. Webb, Thomas A. Hudgins and Daniel M. Cofall
              (incorporated by reference to the Company's Registration 
              Statement on Form S-1, Commission file No. 333-43209, 
              Exhibit 10.9).
 10.10     -- Form of Employment Agreement between Brian R. Blackmarr
              and Associates, Inc. and Brian R. Blackmarr (incorporated
              by reference to the Company's Registration Statement on 
              Form S-1, Commission file No. 333-43209, Exhibit 10.10).
 10.11     -- Letter Agreement dated August 14, 1997 between BITG and
              McFarland, Grossman and Company, Inc., and amended as of
              March 17, 1998 (incorporated by reference to the Company's 
              Registration Statement on Form S-1, Commission file 
              No. 333-43209, Exhibit 10.11).
 10.12     -- Letter Agreement dated September 26, 1997 between BITG
              and Brewer-Gruenert Capital Advisors, LLC, and amended as
              of December 15, 1997 (incorporated by reference to the 
              Company's Registration Statement on Form S-1, Commission 
              file No. 333-43209, Exhibit 10.12).
 10.13     -- Loan Agreement dated October 16, 1997 between BITI and
              BITG (incorporated by reference to the Company's 
              Registration Statement on Form S-1, Commission file 
              No. 333-43209, Exhibit 10.13).
 10.14     -- Form of Stock Repurchase Agreement between BrightStar and
              Marshall G. Webb, Daniel M. Cofall, Thomas A. Hudgins,
              and Michael A. Sooley (incorporated by reference to the 
              Company's Registration Statement on Form S-1, Commission 
              file No. 333-43209, Exhibit 10.14).
 10.15     -- R/3 Regional Implementation Partner Agreement dated July
              10, 1995 between Software Consulting Services America,
              LLC and SAP America, Inc. (incorporated by reference to 
              the Company's Registration Statement on Form S-1, 
              Commission file No. 333-43209, Exhibit 10.15).
 10.16     -- R/3 National Implementation Partner Agreement dated March
              14, 1995 between Software Consulting Services Pty. Ltd.
              and SAP Australia Pty. Ltd. (incorporated by reference 
              to the Company's Registration Statement on Form S-1, 
              Commission file No. 333-43209, Exhibit 10.16).
 10.17     -- Form of Employment Agreement between Software Innovators,
              Inc. and Mark D. Diggs (incorporated by reference to the 
              Company's Registration Statement on Form S-1, Commission 
              file No. 333-43209, Exhibit 10.17).
<PAGE>   15
 10.18      -- Form of Agreement Regarding Repurchase of Stock by and
               among BrightStar, George M. Siegel, Marshall G. Webb,
               Thomas A. Hudgins, Daniel M. Cofall, Mark D. Diggs,
               Michael A. Sooley, Michael B. Miller, and Tarrant Hancock 
               (incorporated by reference to the Company's Registration 
               Statement on Form S-1, Commission file No. 333-43209, 
               Exhibit 10.18).
 10.19      -- Credit Facility Commitment Letter from Banque Paribas
               dated April 8, 1998 (incorporated by reference to the 
               Company's Registration Statement on Form S-1, Commission 
               file No. 333-43209, Exhibit 10.19).
 27.1       -- Financial Data Schedule