<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 JUNE 30, 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 August 11, 2000, was 10,020,057.



<PAGE>   2




                          ITEM 1. FINANCIAL STATEMENTS

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

<TABLE>
<CAPTION>
                                                JUNE 30,     DECEMBER 31,
                                                  2000           1999
                                                --------    -------------
<S>                                             <C>        <C>
ASSETS
CURRENT ASSETS:
   Cash                                         $    589    $         973
   Trade accounts receivable, net
     of allowance for doubtful accounts
     of $1,504 and $1,987                         12,746           16,127
   Unbilled revenue                                  427            1,591
   Deferred tax asset                              1,047            1,712
   Income tax receivable                           4,130              810
   Prepaid expenses and other                      1,367            1,166
   Net assets of discontinued operations           3,100            4,000
                                                --------    -------------
      Total current assets                        23,406           26,379

PROPERTY AND EQUIPMENT                             6,959            6,736
   Less-accumulated depreciation                  (3,194)          (2,720)
                                                --------    -------------
   Property and equipment, net                     3,765            4,016

GOODWILL                                          57,848           56,848
   Less-accumulated amortization                  (3,040)          (2,284)
                                                --------    -------------
   Goodwill, net                                  54,808           54,564

OTHER                                                 47               49
                                                --------    -------------

TOTAL ASSETS                                    $ 82,026    $      85,008
                                                ========    =============

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
   Line of credit                               $  6,517    $          --
   Accounts payable                                4,526            4,063
   Acquisition payable                               500            2,000
   Restructuring reserve                           2,372            1,761
   Accrued salaries and other expenses             2,978            8,105
   Deferred revenue                                  389               41
                                                --------    -------------
      Total current liabilities                   17,282           15,970

LINE OF CREDIT                                        --            8,579
OTHER LIABILITIES                                     68                8
COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY:
Common stock, $0.001 par value; 35,000,000
  shares authorized; 10,020,057 and 8,642,034
  shares issued and outstanding                       10                9
   Additional paid-in capital                     99,293           89,693
   Common stock warrants                             100              100
   Accumulated other comprehensive income            (38)             171
   Retained earnings (deficit)                   (34,689)         (29,522)
                                                --------    -------------
      Total stockholders' equity                  64,676           60,451
                                                --------    -------------
   TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY   $ 82,026    $      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                 SIX MONTHS ENDED
                                                    ------------------------------    ------------------------------
                                                       JUNE 30,         JUNE 30,         JUNE 30,         JUNE 30,
                                                        2000              1999             2000             1999
                                                    -------------    -------------    -------------    -------------
<S>                                                 <C>              <C>              <C>              <C>
REVENUE                                             $      18,096    $      29,511    $      37,701    $      55,011

COST OF REVENUE                                            12,492           20,796           25,744           40,532
                                                    -------------    -------------    -------------    -------------
GROSS PROFIT                                                5,604            8,715           11,957           14,479

OPERATING EXPENSES:
  Selling, general and administrative expenses              8,629            6,804           15,062           12,360
  Restructuring charge                                      2,525               --            2,525               --
  Stock compensation expense                                   --               67               --              468
 Goodwill amortization                                        388              349              756              688
  Depreciation and amortization                               464              414              937              698
                                                    -------------    -------------    -------------    -------------
      Total operating expenses                             12,006            7,634           19,280           14,214

INCOME (LOSS) FROM OPERATIONS                              (6,402)           1,081           (7,323)             265

OTHER INCOME (EXPENSE)                                         (2)               3               (4)             (32)

INTEREST EXPENSE                                             (138)             (99)            (268)             (78)
                                                    -------------    -------------    -------------    -------------
INCOME (LOSS) BEFORE INCOME TAXES                          (6,542)             985           (7,595)             155

INCOME TAX PROVISION (CREDIT)                              (2,271)             556           (2,651)             558
                                                    -------------    -------------    -------------    -------------
INCOME (LOSS) FROM CONTINUING OPERATIONS                   (4,271)             429           (4,944)            (403)

DISCONTINUED OPERATIONS:
  Income (loss) from discontinued operations,
    net of tax                                                --              (93)              --              149

  Loss on disposal of discontinued operations,
    net of tax                                               (223)              --             (223)              --
                                                    -------------    -------------    -------------    -------------
      Total discontinued operations                          (223)             (93)            (223)             149
                                                    -------------    -------------    -------------    -------------
NET INCOME (LOSS)                                   $      (4,494)   $         336    $      (5,167)   $        (254)
                                                    =============    =============    =============    =============

NET INCOME (LOSS) PER SHARE: BASIC AND DILUTED
  Continuing operations                             $       (0.46)   $        0.05    $       (0.55)   $       (0.05)
  Discontinued operations                                   (0.02)           (0.01)           (0.02)            0.02
                                                    -------------    -------------    -------------    -------------
  Net income (loss)                                 $       (0.48)   $        0.04    $       (0.57)   $       (0.03)
                                                    =============    =============    =============    =============

SHARES OUTSTANDING: BASIC AND DILUTED                   9,403,010        8,723,584        9,104,394        8,682,809
                                                    =============    =============    =============    =============
</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>
                                                          SIX MONTHS ENDED
                                                      -------------------------
                                                        JUNE 30,      JUNE 30,
                                                         2000          1999
                                                      ----------    ----------
<S>                                                   <C>           <C>
OPERATING ACTIVITIES:
   Net loss                                           $   (5,167)   $     (254)
   Adjustments to reconcile net loss to net cash
       used in operating activities:

   (Income) loss from discontinued operations                223          (149)
   Depreciation and amortization                           1,693         1,386
   Change in allowance for doubtful accounts                (483)          292
   Compensation expense on issuance of common stock           --           468
   Deferred taxes                                            665           223
   Cash provided by (used in) operating activities:
       Trade accounts receivable                           3,864        (4,504)
       Unbilled revenue                                    1,164        (2,139)
       Prepaid expenses and other                           (199)       (1,134)
       Accounts payable                                      463         1,197
       Restructuring reserve                                 611          (979)
       Accrued salaries and other expenses                (4,326)        3,650
       Income taxes receivable/payable                    (3,320)          167
       Deferred revenue                                      348        (1,114)
                                                      ----------    ----------
       Net cash used in operating activities              (4,464)       (2,890)

INVESTING ACTIVITIES:
   Payments for acquisitions                                            (3,386)
   Additions of property and equipment, net of
       disposals                                            (959)       (1,136)
                                                      ----------    ----------
       Net cash used by investing activities                (959)       (4,522)

FINANCING ACTIVITIES:
   Net proceeds from issuance of common stock              7,175            --
   Costs associated with common stock transactions           (74)           --
   Borrowings (repayments) under line of credit           (2,062)        8,640
   Net payments on capital lease obligations                  --           (71)
                                                      ----------    ----------
       Net cash provided by financing activities           5,039         8,569

NET (DECREASE) INCREASE IN CASH                             (384)        1,157

CASH:
   Beginning of period                                       973         3,672
                                                      ----------    ----------
   End of period                                      $      589    $    4,829
                                                      ==========    ==========


SUPPLEMENTAL DISCLOSURE:
   Noncash issuance of common stock at fair value
   in connection with prior acquisition               $    2,500    $    1,575
                                                      ==========    ==========
</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 accounting principles generally accepted in
    the United States of America 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 and
    six month periods ended June 30, 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.  RESTRUCTURING

    On June 20, 2000, the Company announced that revenue and earnings for the
    second quarter and the remainder of the calendar year will be lower than
    expected and that the Company is realigning its operations to improve
    operating margins by reducing expenses associated with underutilized office
    space and personnel.

    As a result of the realignment, the Company recorded a restructuring charge
    of $2.5 million in the second quarter. Of the total charge, approximately
    $1.0 million was reserved for ongoing lease obligations for facilities that
    were closed and $0.5 million was recorded to write-down related fixed
    assets. The remainder of the charge relates to the severance of
    approximately 90 employees, or 15% of the Company's workforce. Approximately
    $2.0 million of the charge applies to obligations to be funded by cash
    disbursements, of which approximately $375,000 was disbursed for severance
    and $45,000 was disbursed for rents during the second quarter. The remaining
    charge relates to longer term severance obligations and related costs
    amounting to $0.6 million to be paid over the next year and $1.0 million of
    rents, net of sublease income, to be paid related to leases which expire
    through April 2003.

    Remaining amounts accrued of $0.8 million related to the restructuring
    charge recorded in the fourth quarter of 1998 relate primarily to ongoing
    severance obligations to be paid through April 2001.

3.  CREDIT FACILITIES

    Effective March 31, 2000, the Company established a AU$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 AU$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
    June 30, 2000 and August 11, 2000, the Company had no borrowings outstanding
    under the Australian Facility.

                                       5
<PAGE>   6

    Borrowings outstanding under the Company's credit facility with Comerica
    Bank amounted to $6.5 million at June 30, 2000, which approximated total
    availability under the facility at that date. As of, and during the quarter
    ended June 30, 2000, the Company was not in compliance with a certain
    financial covenant. Comerica Bank has agreed to waive the default.

4.  INCOME TAXES

    The provision for income taxes for the quarter and six months ended June 30,
    2000 is based on an estimated effective tax rate of 39%, adjusted for
    non-deductible goodwill amortization and other permanent items.

5.  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 (loss) income reported for all
    periods presented.

6.  ACQUISITION PAYABLES

    On June 23, 2000, the Company issued 668,468 shares of common stock to the
    prior owners of Integrated Systems Consulting (ISC) as payment for the
    remaining amount due of $2.5 million in connection with the 1999 acquisition
    of ISC. Acquisition payable of $0.5 million is due in connection with the
    1998 acquisition of PROSAP Australia Pty.

 7. 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 August 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 which are unlikely to be fulfilled during that period.
    One of the entities constituting the Purchaser has exercised a warrant
    received in connection with the transaction. Based on the formula set forth
    in the warrant and the Company's current stock price, the holder of the
    warrant is upon exerise entitled to purchase 930,054 shares of the Company's
    common stock at a price of $.001 per share. Also, the Company could be
    obligated under certain circumstances to issue additional shares to the
    Purchasers which would have a materially dilutive effect.

8.  CONTINGENT LIABILITY

    Under the terms of the acquisition of Cogent Technologies, LLC , 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 if paid.

9.  SUBSEQUENT EVENTS

    On July 20, 2000, the Company signed a letter of intent to sell its Controls
    Business for approximately $2.5 million, while retaining net assets of
    approximately $0.6 million. The sale of the Controls Business is expected to
    close in the third quarter. Due to the status of the transaction and the
    proximity of the expected closing, the Company recorded a second quarter
    charge of $0.4 million ($0.2 million, net of tax) to reduce its investment,
    net of remaining reserves for operating losses of $0.5 million, in its
    Controls Business from $3.5 million to $3.1 million at June 30, 2000.




                                       6
<PAGE>   7

    The Company has also entered into preliminary discussions with a prospective
    buyer of its Australian operation. Any potential transaction is subject to
    due diligence procedures to be performed by both the Company and the buyer,
    adjustments related to negotiations surrounding the disposition of assets
    and liabilities and approval of the Board of Directors of both companies. If
    a sale occurs, the Company anticipates it will record a material charge in
    the range of $US10-15 million to write-down goodwill associated with its
    initial acquisition of the Australian operation.

    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.
    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 for the second quarter of 2000 decreased $11.4 million or 38.7% from
    the second quarter of 1999. Revenue for the six months ended June 30, 2000
    decreased $17.3 million or 31.5% compared to the six months ended June 30,
    1999. The decrease in revenue for the three and six month periods is 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, and turnover within its sales force in the fourth
    quarter of 1999 and continuing through the second quarter of 2000 and the
    ongoing effect of reduced demand for IT services in the ERP segment of the
    Company's business. Due to the completion of several large engagements
    during the second quarter and early in the third quarter, revenue may
    continue to decrease through the second half of 2000.

    Gross profit as a percentage of revenue for the three months ended June 30,
    2000 and 1999, was 31.0% and 29.5%, respectively. Gross profit for the six
    months ended June 30, 2000 and 1999, was 31.7% and 26.3%, 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 Company expects continued
    improvement in gross profit percentages through the second half of 2000,
    primarily as a result of improved utilization from its restructuring
    efforts.

    The increase in selling, general and administrative expenses reflect the
    Company's ongoing investment in building its internal infrastructure and
    field sales force, which continued through May 2000. During the second
    quarter, the Company incurred

                                       7

<PAGE>   8

    substantial expense associated with higher than normal turnover in its
    field sales force and administrative and support staffs. Additionally, in
    the second quarter of 2000 the Company recorded $0.7 million of bad debt
    expense associated with a major client who declared Chapter 11 bankruptcy
    in July 2000. The Company expects to significantly reduce its selling,
    general and administrative expenses in the second half of 2000 as a result
    of its restructuring effects.

    During the second quarter, the Company recorded a restructuring charge of
    $2.5 million associated with the realignment of its business. The
    restructuring included the closing of both sales and operations facilities
    and the termination of approximately 90 employees or 15% of the Company's
    workforce. The restructuring effort is expected to increase utilization and
    operating margins in the second half of 2000.

    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 other items.

    LIQUIDITY AND CAPITAL RESOURCES


    Effective March 31, 2000, the Company established a AU$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 AU$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 comply with various financial covenants and
    reporting requirements. This Australian Facility matures on December 31,
    2004. As of June 30 and August 11, 2000 the Company had no borrowings
    outstanding under the Australian Facility. Borrowings outstanding under the
    Company's credit facility with Comerica Bank amounted to $6.5 million at
    June 30, 2000 and $7.0 million at August 11, 2000.

    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. 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 $0.5 million
    related to the PROSAP acquisition. 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 relies primarily on the timeliness and amount of accounts
    receivable collections to fund cash disbursements. As a result of continued
    losses and negative cash flows, the Company has experienced a significant
    decline in available liquidity, which could have an adverse impact on the
    ability of the Company to meet current vendor obligations and its
    obligations in the future and to continue as a going concern. The Company
    intends to improve its liquidity as follows:

               o Substantial reductions in operating costs resulting from the
               implementation of its restructuring plan in the second quarter of
               2000.

               o Anticipated proceeds from the sale of its Controls Business of
               approximately $2.5 million, plus realization of

                                       8

<PAGE>   9

               existing net assets of approximately $0.6 million. The sale of
               the Controls Business is expected to close in the third quarter
               of 2000.

               o Additionally, the Company believes that it can secure financing
               in addition to its current credit facility with Comerica Bank.

The Company believes that it has taken the actions necessary to restore
profitability and positive cash flows from operations in the third quarter of
2000, which, combined with anticipated proceeds from the sale of its Controls
Business and financing in addition to its current credit facility will be
adequate to fund its operations over the next year. There can be no assurance
that the Company's efforts to reduce operating costs will result in operating
profits or positive cash flows from operations, that the Company's collection
efforts with respect to its accounts receivable will be sufficient to fund cash
disbursements, that the Company will successfully complete the sale of its
Controls Business, or that the Company will be able to secure additional
financing, or assurance as to the cost or other terms, or dilutive effect of any
additional financing which may be available.

    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.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     Market risk represents the risk of loss that may impact the financial
position, results of operations or cash flows of the Company due to adverse
changes in market prices and rates. The Company is exposed to market risk
because of changes in foreign currency exchange rates as measured against the
U.S. dollar and currencies of the Company's subsidiaries and operations in
Australia.

     Foreign Currency Exchange Rate Risk. The Company has a wholly owned
subsidiary in Australia. Revenues from these operations are denominated in
Australian Dollars respectively, thereby potentially affecting the Company's
financial position, results of operations and cash flows due to fluctuations in
exchange rates. The Company does not anticipate that near-term changes in
exchange rates will have a material impact on future earnings, fair values or
cash flows of the Company. There can be no assurance that a sudden and
significant decline in the value of the Australian Dollar will not have a
material adverse effect on the Company's financial condition and results of
operations.

     The Company's line of credit bears interest at variable rates; therefore,
the Company's results of operations would only be affected by interest rate
changes to the line of credit. An immediate 10 percent change in interest rates
would not have a material effect on the Company's results of operations over
the next fiscal year.

                           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

(a) The Annual Meeting of Stockholders of the Company was held on
    June 22, 2000.

(b) The following directors were elected at the Annual Meeting of Stockholders:

                                George M. Siegel
                                Jennifer T. Barrett
                                Michael A. Ober
                                Donald W. Rowley
                                Joseph A. Wagda

(c) 1. Set forth below is the tabulation of the votes on each nominee for
       election as a director:

<TABLE>
<CAPTION>
     Name                      For         Against        Votes Abstained
     ----                      ---         -------        --------------
<S>                        <C>           <C>            <C>
George M. Siegel           7,221,239      511,011               -
Jennifer T. Barrett        7,221,239      511,011               -
Michael A. Ober            6,498,709     1,233,541              -
Donald W. Rowley           7,221,231      511,011               -
Joseph A. Wagda            7,221,231      511,011               -
</TABLE>

2. Set forth below is the tabulation of the votes for the proposal to approve
   the Company's 2000 Long-Term Incentive Plan:

<TABLE>
                 <S>                                <C>
                 For                                1,784,197
                 Against                            1,498,635
                 Abstained and unvoted              4,449,418
</TABLE>

3. Set forth below is the tabulation of the votes for the proposal to ratify
   Grant Thornton LLP as the Company's independent accountant for the fiscal
   year ending December 31, 2000.

<TABLE>
                 <S>                                <C>
                 For                                7,621,895
                 Against                               62,164
                 Abstained                             48,191
</TABLE>

(d) none




ITEM 6. Exhibits and reports on Form 8-K

(a) Exhibits

    None

(b) Reports on Form 8-K

    None


                                       9
<PAGE>   10

                                   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: August 14, 2000.            BY:   /s/ Michael A. Ober
                                        ---------------------------------------
                                        Michael A. Ober
                                        Chief Executive Officer

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



<PAGE>   11



                                INDEX TO EXHIBITS
<TABLE>
<CAPTION>

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