<PAGE>

                                  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, 2003 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.)

            6601 OWENS DRIVE, SUITE 115, PLEASANTON, CALIFORNIA 94588
               (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

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

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

    Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ].

        The number of shares of Common Stock of the Registrant, par value $.001
per share, outstanding at May 14, 2003 was 15,284,288.


<PAGE>


                      PART 1, ITEM 1. FINANCIAL STATEMENTS

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

<Table>
<Caption>
                                                               MARCH 31,      DECEMBER 31,
                                                                 2003             2002
                                                               ---------      ------------
<S>                                                            <C>            <C>
                         ASSETS
Current assets:
   Cash ..................................................     $      54      $        160
   Trade accounts receivable, net of allowance
     for doubtful accounts of  $140 ......................           617               716
   Unbilled revenue ......................................            --                41
   Prepaid expenses and other ............................           122               154
                                                               ---------      ------------
      Total current assets ...............................           793             1,071
Property and equipment ...................................           437               435
   Less - accumulated depreciation .......................          (374)             (362)
                                                               ---------      ------------
   Property and equipment, net ...........................            63                73
Goodwill .................................................         1,748             1,748
                                                               ---------      ------------
  Total assets ...........................................     $   2,604      $      2,892
                                                               =========      ============

          LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
   Line of credit ........................................     $      --      $         --
   Accounts payable ......................................            60               169
   Accrued salaries and other expenses ...................           364               468
   Corporate legacy liabilities ..........................            --                94
   Deferred revenue ......................................             2                --
                                                               ---------      ------------
      Total current liabilities ..........................           426               731

Convertible notes payable, net ...........................         1,131             1,086
Corporate legacy liabilities .............................            11                11
Other liabilities ........................................            26                25
Commitments and contingencies ............................            --                --
Stockholders' equity:
Common stock, $0.001 par value; 72,000,000 shares
authorized in 2003 and 2002, respectively; 15,284,288
(excluding 255,000 shares held in treasury) shares
issued and outstanding
in 2003 and 2002, respectively ...........................            16                16
   Additional paid-in capital ............................        99,903            99,902
   Unearned compensation .................................           (38)              (47)
   Treasury stock ........................................          (118)             (118)
   Accumulated deficit ...................................       (98,753)          (98,714)
                                                               ---------      ------------
      Total stockholders' equity .........................         1,010             1,039
                                                               ---------      ------------
      Total liabilities and stockholders' equity .........     $   2,604      $      2,892
                                                               =========      ============
</Table>

See notes to condensed consolidated financial statements.


<PAGE>


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


<Table>
<Caption>
                                                                               THREE MONTHS ENDED
                                                                          ------------------------------
                                                                            MARCH 31,         MARCH 31,
                                                                              2003              2002
                                                                          ------------      ------------
                                                                                           (AS RESTATED)
<S>                                                                       <C>               <C>
 Revenue ............................................................     $      1,410      $      2,887

 Cost of revenue ....................................................            1,002             1,947
                                                                          ------------      ------------
 Gross profit .......................................................              408               940

 Operating expenses:
   Selling, general and administrative expenses .....................              422               760
   Depreciation and amortization ....................................               12                40
                                                                          ------------      ------------
       Total operating expenses .....................................              434               800

 Income (loss) from operations ......................................              (26)              140

 Other income (expense) .............................................               35                --
 Interest expense, net ..............................................              (48)              (48)
                                                                          ------------      ------------
       Income (loss) before income taxes ............................              (39)               92
 Income tax provision ...............................................               --                --
                                                                          ------------      ------------
       Income (loss) before cumulative effect of change in
       accounting change ............................................              (39)               92
 Cumulative effect on prior years of retroactive application
   of new goodwill methods, net of tax ..............................               --            (9,945)
                                                                          ------------      ------------
       Net loss .....................................................     $        (39)     $     (9,853)
                                                                          ============      ============

 Net loss per share: basic and diluted:
       Before cumulative effect of change in accounting principle ...     $       0.00      $       0.01
       Cumulative effect of change in accounting principle ..........             0.00             (0.70)
                                                                          ------------      ------------
       Net loss .....................................................     $       0.00      $      (0.69)
                                                                          ============      ============

 Weighted average shares outstanding
    Basic ...........................................................       15,284,288        14,242,066
                                                                          ============      ============
    Diluted .........................................................       15,285,772        14,295,438
                                                                          ============      ============
</Table>

See notes to condensed consolidated financial statements.



<PAGE>


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


<Table>
<Caption>
                                                      COMMON STOCK
                                               --------------------------     ADDITIONAL        UNEARNED
                                                 SHARES          AMOUNT     PAID-IN-CAPITAL   COMPENSATION
                                               -----------     ----------   ---------------   ------------
<S>                                            <C>            <C>           <C>               <C>
Balance, December 31, 2002 ................     15,284,288     $       16     $   99,902      $        (47)
Warrants issued with convertible notes ....             --             --              1                --
Amortization of unearned compensation .....             --             --             --                 9
Net loss ..................................             --             --             --                --
                                               -----------     ----------     ----------      ------------
Balance, March 31, 2003 ...................     15,284,288     $       16     $   99,903      $        (38)
                                               ===========     ==========     ==========      ============
</Table>


<Table>
<Caption>
                                                                                 TOTAL
                                                    TREASURY    ACCUMULATED   STOCKHOLDERS'    COMPREHENSIVE
                                                     STOCK       DEFICIT         EQUITY        INCOME (LOSS)
                                                    --------    -----------   -------------    -------------
<S>                                                 <C>         <C>           <C>              <C>
Balance, December 31, 2002 ....................     $   (118)   $   (98,714)  $       1,039
   Warrants issued with convertible notes .....           --             --               1
   Amortization of unearned compensation ......           --             --               9
   Net loss ...................................           --            (39)            (39)   $         (39)
                                                    --------    -----------   -------------    -------------

   Balance, March 31, 2003 ....................     $   (118)   $   (98,753)  $       1,010    $         (39)
                                                    ========    ===========   =============    =============
</Table>


See notes to condensed consolidated financial statements.


<PAGE>


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


<Table>
<Caption>
                                                                              THREE MONTHS ENDED
                                                                           ------------------------
                                                                           MARCH 31,      MARCH 31,
                                                                             2003           2002
                                                                           ---------      ---------
                                                                                       (AS RESTATED)
<S>                                                                        <C>            <C>
   Operating activities:
      Net loss .......................................................     $     (39)     $  (9,853)
      Adjustments to reconcile net loss to net
          cash provided (used) by operating activities:
      Depreciation and amortization ..................................            33             53
      Compensation expense on previously issued common
          stock and options ..........................................             9             --
      Expense of issuances of stock and warrants .....................             1             13
      Non cash gains on settlement of liabilities ....................           (35)           (78)
      Cumulative effect of change in accounting principle ............            --          9,945
      Changes in operating assets and liabilities:
          Trade accounts receivable ..................................            99            496
          Unbilled revenue ...........................................            41             --
          Prepaid expenses and other assets ..........................            32            146
          Accounts payable ...........................................          (109)          (216)
          Accrued salaries and other expenses ........................           (79)          (227)
          Deferred revenue ...........................................             2            (14)
          Corporate legacy liabilities ...............................           (59)          (157)
                                                                           ---------      ---------
          Net cash provided (used) by operating activities ...........          (104)           108

   Investing activities:
       Capital expenditures ..........................................            (2)            --
                                                                           ---------      ---------
       Net cash used in investing activities .........................            (2)            --

   Financing activities:
      Net payments under line of credit ..............................            --           (181)
                                                                           ---------      ---------
          Net cash used in financing activities ......................            --           (181)

   Net decrease in cash ..............................................          (106)           (73)

   Cash:
      Beginning of period ............................................           160            185
                                                                           ---------      ---------
      End of period ..................................................     $      54      $     112
                                                                           =========      =========


   SUPPLEMENTAL DISCLOSURE:
   Interest paid .....................................................     $       3      $      10

   Issuance of common stock at fair value in satisfaction of:
        Accrued bonuses ..............................................     $      --      $      60

   Noncash issuance of convertible notes at fair value associated
      with interest due on notes payable .............................     $      24      $      22
</Table>

See notes to condensed consolidated financial statements.



<PAGE>


                  BRIGHTSTAR INFORMATION TECHNOLOGY GROUP, INC.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                     ($000, EXCEPT SHARE AND PER SHARE DATA)

    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 ("U.S. GAAP") 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 U.S. GAAP for complete financial statements. In the opinion of
    management, all adjustments considered necessary for a fair presentation
    have been included in the financial statements. Operating results for the
    three-month period ended March 31, 2003, are not necessarily indicative of
    the results that may be expected for the year ending December 31, 2003. The
    balance sheet at December 31, 2002, has been derived from the audited
    financial statements at that date but does not include all of the
    information and footnotes required by U.S. GAAP for complete financial
    statements. For additional information, refer to the financial statements
    and footnotes thereto included in the Company's annual report on Form 10-K
    for the year ended December 31, 2002.

    The preparation of the condensed financial statements in conformity with
    U.S. GAAP 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.

    Basic income (loss) per share is based upon the weighted average number of
    common shares outstanding during the period. Diluted income (loss) per share
    is computed using the weighted average number of common shares and
    potentially dilutive securities outstanding during the period. Potentially
    dilutive securities include incremental common shares issuable upon the
    exercise of stock options, warrants and conversion of notes payable.
    Potentially dilutive securities are excluded from the computation if their
    effect is anti-dilutive. Potentially dilutive securities excluded because of
    their anti-dilutive effect are approximately 7.9 million shares and 6.4
    million shares at March 31, 2003 and March 31, 2002, respectively.

    Pro forma disclosures required under SFAS 148 are presented below. The pro
    forma compensation cost may not be representative of that expected in future
    years.

<Table>
<Caption>
                                                                   3 Months Ended March 31,
                                                                     2003           2002
                                                                   --------      ----------
<S>                                                                <C>           <C>
Net loss, as reported ........................................     $    (39)     $   (9,853)
Add: Stock based employee compensation expense included in
 reported income, net of related tax .........................           --              --
Deduct: Total stock-based employee compensation expense
          determined under fair value based method for all
          awards, net of related tax effects .................           (8)           (367)
                                                                   --------      ----------
Pro forma net income .........................................     $    (47)     $  (10,220)
                                                                   ========      ==========

Pro forma basic and diluted loss per share:
   Basic reported as .........................................     $  (0.00)     $    (0.69)
   Basic pro forma ...........................................     $  (0.00)     $    (0.72)
   Diluted reported ..........................................     $  (0.00)     $    (0.69)
   Diluted pro forma .........................................     $  (0.00)     $    (0.71)
</Table>


    Compensation cost for the quarter ended March 31, 2003 and 2002 was
    calculated in accordance with the binomial model, using the following
    weighted average assumptions: (i) expected volatility of 123%; (ii) expected
    dividend yield of 0%; (iii) expected option term of 10 years; (iv) risk-free
    rates of return of 1.74% and (v) expected forfeiture rates of 40% for both
    quarters.


<PAGE>


    2.   LIQUIDITY AND CREDIT FACILITY

    On December 16, 2002, the Company entered into an agreement with BFI
    Business Finance ("BFI"), a Santa Clara, California-based business-credit
    company, for a two-year working capital line of credit for $750, to replace
    our existing credit facility with Comerica Bank. Under the BFI agreement,
    available borrowings will be up to 85% of accounts receivable, after
    reduction for ineligible accounts. The interest rate on outstanding balances
    will be at prime plus 4% per annum, plus a monthly administrative fee of
    0.50% per month calculated on the average daily balance outstanding. The
    minimum monthly interest and administrative fee charged to the Company will
    be not less than $1 per month for the first six months, escalating to $2 per
    month for the next three months and then finally to $4 per month for the
    remaining term of the agreement.

    The Company relies primarily on the timeliness and amount of accounts
    receivable collections to fund cash disbursements. As a result of prior
    losses and prior negative cash flows, the Company experienced a significant
    decline in available liquidity in 2001 and 2002, which had an adverse impact
    on the ability of the Company to meet its immediate and future obligations.
    The Company improved its liquidity by securing private placement financing
    in July 2001, by generating positive cash flow from operations, by reaching
    settlement agreements with all of its legacy creditors, and by replacing its
    credit facility with Comerica Bank, which was scheduled to expire on
    December 31, 2002, with the BFI facility in December 2002.

    Under present circumstances, the Company believes that the planned results
    from operations when combined with the proceeds from the new BFI credit
    facility will be adequate to fund its operations into 2004.

    On May 6, 2003, the Company retained the services of an investment banking
    firm to help the Company explore its tactical and strategic business
    alternatives. The agreement terminates on April 30, 2004. The Company paid
    an initial fee of $20 at the signing of the agreement and will also be
    responsible for making monthly payments of $5 starting on June 15, 2003.
    Additionally the Company will issue warrants to purchase 250,000 shares of
    common stock, exercisable for a period of five years at an exercise price of
    $0.035 per share, which was the closing price of the Company's common stock
    on May 6, 2003. One half of the warrants (125,000) will be earned
    immediately and the balance of the 250,000 (125,000) will be earned on
    November 1, 2003.

    3.   ACCOUNTS RECEIVABLE

    The majority of the Company's accounts receivables are due from Global 2000,
    mid-market and public sector clients. Credit is extended based on evaluation
    of the customers' financial condition and, generally, collateral is not
    required. The Company maintains allowances for doubtful accounts for
    estimated losses resulting from the inability of our customers to make
    required payments. Management regularly evaluates the allowance for doubtful
    accounts. The estimated losses are based on the aging of our receivable
    balances, a review of significant past due accounts, and our historical
    write-off experience, net of recoveries. If the financial condition of our
    customers were to deteriorate, resulting in an impairment of their ability
    to make payments, additional allowances would be required.

    4.    ACCRUED SALARIES AND OTHER EXPENSES

    Accrued salaries and other expenses consist of the following:

<Table>
<Caption>
                                                            March 31,     December 31
                                                              2003            2002
                                                            ---------     -----------
<S>                                                         <C>           <C>
Accrued payroll and payroll taxes .....................     $     147     $       146
Accrued professional fees .............................            42              89
Other accrued expenses ................................           175             233
                                                            ---------     -----------
          Total accrued expenses ......................     $     364     $       468
                                                            =========     ===========
</Table>


    5.    CORPORATE LEGACY LIABILITIES

    Corporate legacy liabilities consist of obligations that were incurred in
    years prior to 2001. During 2001 the Company entered into settlement
    agreements or issued notes in satisfaction of certain of these payables
    pursuant to a restructuring plan offered to substantially all of its
    creditors. The following chart represents what is left from those settlement
    agreements.


<PAGE>


    Corporate legacy liabilities consist of the following:

<Table>
<Caption>
                                                                 March 31,     December 31,
                                                                    2003           2002
                                                                 ---------     ------------
<S>                                                              <C>           <C>
                      Short-term:
                      Other non-operating payables .........     $      --     $         94
                                                                 ---------     ------------
                          Total short-term .................     $      --     $         94
                                                                 ---------     ------------

                      Long-term:
                      Promissory note ......................     $      11     $         11
                                                                 ---------     ------------
                      Total long-term ......................     $      11               11
                                                                 ---------     ------------
</Table>

    A promissory note was issued in conjunction with the Company's restructuring
    of the legacy liabilities. The note is an unsecured long-term note that
    accrues interest at 6.5% per annum. Principal and interest are due on
    January 3, 2005. In the chart above, this note is considered a long-term
    liability.

    6.   INCOME TAXES

    As a result of historical losses, the Company has recorded a valuation
    allowance to offset all of its net deferred tax assets recorded at March 31,
    2003. The valuation allowance, which was approximately $10,500 as of
    December 31, 2002, relates to deferred tax assets established for net
    operating loss carryforwards generated through March 31, 2003 and other
    temporary differences. The Company does not expect to recognize tax benefits
    on prior or future losses or other temporary differences until such time
    that it is more likely than not that tax benefits will be realized by the
    Company. At December 31, 2002, the Company had a net operating loss
    carryforward of approximately $12,700 for federal income tax purposes, which
    will expire in years 2018 through 2022.

    7.   CHANGE IN ACCOUNTING PRINCIPLE

    As of January 1, 2002, the Company adopted Statement of Financial Accounting
    Standards ("SFAS") No. 142, "Goodwill and Intangible Assets". Thus,
    effective January 1, 2002, the Company ceased amortizing goodwill recorded
    in past business combinations. The implementation of the goodwill impairment
    test under SFAS No. 142 requires a two-step approach, which is performed at
    the reporting unit level, as defined in SFAS No. 142. Step one identifies
    potential impairments by comparing the fair value of the reporting unit to
    its carrying amount. Step two, which is only performed if there is a
    potential impairment, compares the carrying amount of the reporting unit's
    goodwill to its implied value, as defined in SFAS No. 142. If the carrying
    amount of the reporting unit's goodwill exceeds the implied fair value of
    that goodwill, an impairment loss is recognized for an amount equal to that
    excess.

    The Company completed the first step of the transitional impairment test
    required by SFAS No. 142 during the quarter ended June 30, 2002. The Company
    consists of a single reporting unit. Therefore, this step required the
    Company to assess the fair value of the Company and compare that value to
    its shareholders' equity. In determining fair value, the Company considered
    the guidance in SFAS No. 142, including the Company's market capitalization,
    control premiums, discounted cash flows and other indicators of fair value.
    Based on this analysis, goodwill recorded as of January 1, 2002 in the
    amount of $11,648 was impaired. The Company then completed step two,
    impairment test, pursuant to SFAS No. 142, under which we compared the value
    of our goodwill based on the Company's stock price as of December 31, 2001
    with the value of the goodwill. As a result of the impairment test, a
    goodwill impairment loss of $9,900 was recognized in the fourth quarter of
    2002, which is when the test was completed, and recorded as of the first
    quarter of 2002 as a change in accounting principle.

    During 2002, as part of the Company's implementation of SFAS No. 142, the
    Company also wrote off $45 related to an intangible asset. The reduction was
    also included in the change in accounting principle amount.

    The net effect of these restatements was a $9,945 decrease in the net income
    for the quarter ended March 31, 2002.

<PAGE>


    8.   NET (LOSS) INCOME PER SHARE

    The following table sets forth the computation of basis and diluted earnings
    per share:


<Table>
<Caption>
                                                                        March 31,          March 31,
                                                                          2003               2002
                                                                       ------------      ------------
<S>                                                                    <C>               <C>
   Numerator:
   Income (loss) from operations .................................     $        (26)     $        140
                                                                       ============      ============
   Net income (loss) .............................................     $        (39)     $     (9,853)
                                                                       ============      ============

   Numerator for basic earnings per share - income (loss)
     available to common stockholders ............................              (39)           (9,853)
   Effect of dilutive securities:
   Series 1 Convertible Subordinated Promissory Notes (1) ........               --                --
                                                                       ------------      ------------
   Numerator for diluted earnings per share - income
     available to common stockholders after assumed conversions ..     $        (39)     $     (9,853)
                                                                       ============      ============

   Denominator:
   Denominator for basic earnings per share - weighted average
      shares .....................................................       15,284,288        14,242,066
   Effect of dilutive securities:
   Employee stock options (2) ....................................            1,484            53,372
   Series 1 Convertible Subordinated Promissory Notes (1) ........               --                --
                                                                       ------------      ------------
   Denominator for diluted earnings per share - adjusted
      weighted- average shares and assumed conversions ...........       15,285,772        14,295,438
                                                                       ------------      ------------
</Table>

    (1) Diluted EPS for the three-month period ended March 31, 2003 excludes "as
        converted" treatment of the Series 1 Convertible Subordinated Promissory
        Notes as their inclusion would be anti-dilutive.

    (2) Diluted EPS for the three-month period ended March 31, 2003 excludes the
        effect of approximately 1.5 million employee stock options as their
        inclusion would be anti-dilutive.

    9.  LITIGATION

    The Company is from time to time involved in litigation incidental to its
    business. The Company believes that the results of such litigation will not
    have a material adverse effect on the Company's financial condition.

    10.  SIGNIFICANT CUSTOMERS

    For the first quarter of 2003, the Company had a single customer that
    accounted for approximately 60% of total revenue. This customer also
    accounted for approximately 38% of the total outstanding accounts receivable
    balance as of March 31, 2003.

    For the first quarter of 2002, the Company had three (unrelated) customers
    that accounted for approximately 22%, 13% and 12% of total revenue,
    respectively. These three customers also accounted for approximately 18%, 5%
    and 9%, respectively, of the total outstanding accounts receivable balance
    as of March 31, 2002.


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

    BrightStar Information Technology Group, Inc. ("BrightStar" or "the
    Company") provides information technology ("IT") services for its customers.
    We help organizations maximize their competitive advantage through the
    implementation and /or management of leading edge enterprise level
    applications from SAP and PeopleSoft by focusing primarily on serving
    clients in the healthcare and government markets. BrightStar has
    approximately 45 employees and full-time contractors and has its
    headquarters in the San Francisco Bay Area with field offices in Addison,
    Texas, and Quincy, Massachusetts.

    The Company also offers arrangements for companies to outsource their
    software application support and management requirements. Outsourcing lets
    companies focus on their core business competencies and gives them a viable
    alternative to building the internal team required to implement, maintain
    and enhance today's sophisticated business applications.

    The timing of revenue is difficult to forecast because the Company's sales
    cycle can be relatively long and is subject to a number of uncertainties,
    including customers' budgetary constraints, the timing of customers' budget
    cycles, customers' internal approval processes and general economic
    conditions. In addition, as is customary in the industry, the Company's
    engagements are generally terminable without a customer 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, changes in demand of IT services, the effect


<PAGE>


    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 customer 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, 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, although this is subject to the
    market conditions at the time. In addition, the Company tries to increase or
    decrease the number of consultants used by the Company to provide its
    services, including third party contractors, as the amount of billable work
    (and resultant revenue) changes. In other words, the Company continually
    strives to minimize the amount of unbillable consulting resources or bench.
    As revenues declined over the past couple of years, the Company reduced its
    consulting resources accordingly.

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

    CRITICAL ACCOUNTING POLICIES AND ESTIMATES

    Management's Discussion and Analysis of Financial Condition and Results of
    Operations discusses BrightStar's consolidated financial statements, which
    have been prepared in accordance with accounting principles generally
    accepted in the United States for interim financial information. The
    preparation of these financial statements requires management to make
    estimates and assumptions that affect the reported amounts of assets and
    liabilities and the disclosure of contingent assets and liabilities at the
    date of the financial statements and the reported amounts of revenues and
    expenses during the reporting period. On an on-going basis, management
    evaluates its estimates and judgments. Management bases its estimates and
    judgments on historical experience and on various other factors that are
    believed to be reasonable under the circumstances, the results of which form
    the basis for making judgments about the carrying value of assets and
    liabilities that are not readily apparent from other sources. Actual results
    may differ from these estimates under different assumptions or conditions.

    Management believes the following critical accounting policies, among
    others, affect its more significant judgments and estimates used in
    preparation of its consolidated financial statements.

    Revenue recognition -- The Company provides services to customers for fees
    that are based on time and materials or occasionally, fixed fee contracts.
    Revenue for fixed fee contracts is recognized ratably over the contract term
    based on the percentage-of-completion method. Costs incurred to date as a
    percentage of total estimated costs are used to determine the percentage of
    the contract that has been completed throughout the contract life. Costs
    reimbursed by its customers are included in revenue for the periods in which
    costs are incurred.

    Goodwill -- Goodwill is the cost in excess of amounts assigned to
    identifiable assets acquired less liabilities assumed. Goodwill recorded in
    conjunction with the Founding Companies and all other acquisitions in 1998
    is no longer being amortized due to the Company adopting Statement of
    Financials Accounting Standards (SFAS) No. 142 as of January 1, 2002.

    Income taxes -- The Company accounts for income taxes under SFAS No. 109,
    "Accounting for Income Taxes." SFAS No. 109 requires an asset and liability
    approach to accounting for income taxes. The Company provides deferred
    income taxes for temporary differences that will result in taxable or
    deductible amounts in future years. A valuation allowance is recognized if
    it is anticipated that some or all of a deferred tax asset may not be
    realized. Based on the Company's net losses for the previous years, the
    Company has recorded a valuation allowance for deferred taxes as of March
    31, 2003. In the event that the Company were to determine that it would be
    able to realize its deferred tax assets in the future, an asset would be
    recorded, which in turn would increase income in the period such
    determination was made.

    RESULTS OF OPERATIONS

    Revenue for the first quarter ended March 31, 2003 decreased from $2.9
    million to $1.4 million compared to the first quarter ended March 31, 2002
    as a result of a continued reduction in the demand for enterprise software
    consulting services.


<PAGE>


    Gross profit as a percentage of revenue for the first quarter ended March
    31, 2003 decreased from 33% to 29% compared to first quarter ended March 31,
    2002 as a result of a reduction in consultant utilization and a change in
    the mix of services provided to our clients.

    The Company's reductions in selling, general and administrative expenses are
    the result of the execution of the turnaround plan, which included
    reductions in office space, sales personnel and related costs, management
    overhead and discretionary expenses.

    LIQUIDITY AND CAPITAL RESOURCES

    On December 16, 2002, the Company entered into an agreement with BFI
    Business Finance ("BFI"), a Santa Clara, California-based business-credit
    company, for a two-year working capital line of credit for $0.75 million, to
    replace our existing credit facility with Comerica Bank. Under the BFI
    agreement, available borrowings will be up to 85% of accounts receivable,
    after reduction for ineligible accounts. The interest rate on outstanding
    balances will be at prime plus 4% per annum, plus an additional monthly
    administrative fee of 0.50% calculated on the average daily balance
    outstanding. The minimum monthly interest and administrative fee charged to
    the Company will be not less than $1,000 per month for the first six months,
    escalating to $2,375 per month for the next three months and then finally to
    $3,750 per month for the remaining term of the agreement.


<PAGE>



    The Company relies primarily on the timeliness and amount of accounts
    receivable collections to fund cash disbursements. As a result of prior
    losses and prior negative cash flows, the Company experienced a significant
    decline in available liquidity in 2001 and 2002, which had an adverse impact
    on the ability of the Company to meet its immediate and future obligations.
    The Company improved its liquidity by securing private placement financing
    in July 2001, by generating positive cash flow from operations, by reaching
    settlement agreements with all of its legacy creditors, and by replacing its
    credit facility with Comerica Bank, which was scheduled to expire on
    December 31, 2002, with the BFI facility in December 2002.

    Under present circumstances, the Company believes that the planned results
    from operations when combined with the proceeds from the new BFI credit
    facility will be adequate to fund its operations into 2004.

    On May 6, 2003, the Company retained the services of an investment banking
    firm to help the Company explore its tactical and strategic business
    alternatives. The agreement terminates on April 30, 2004. The Company paid
    an initial fee of $20,000 at the signing of the agreement and will also be
    responsible for making monthly payments of $5,000 starting on June 15, 2003.
    Additionally the Company will issue warrants to purchase 250,000 shares of
    common stock, exercisable for a period of five years at an exercise price of
    $0.035 per share, which was the closing price of the Company's common stock
    on May 6, 2003. One half of the warrants (125,000) will be earned
    immediately and the balance of the 250,000 (125,000) will be earned on
    November 1, 2003.


    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 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 of existing government
    programs and the cost of attracting and retaining highly skilled personnel.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

    There have been no material changes from the information previously reported
    under Item 7A of the Company's Annual Report on Form 10-K for the fiscal
    year ended December 31, 2002.

ITEM 4. CONTROLS AND PROCEDURES

    (a) Evaluation of disclosure controls and procedures. Our chief executive
    officer and our principal accounting officer, after evaluating the
    effectiveness of the company's "disclosure controls and procedures" (as
    defined in the Securities Exchange Act of 1934 Rules 13a-14(c) and
    15-d-14(c)) as of a date (the "Evaluation Date") within 90 days before the
    filing date of this quarterly report, have concluded that as of the
    Evaluation Date, our disclosure controls and procedures were adequate and
    designed to ensure that material information relating to us and our
    consolidated subsidiaries would be made known to them by others within those
    entities.

    (b) Changes in internal controls. There were no significant changes in our
    internal controls or to our knowledge, in other factors that could
    significantly affect our disclosure controls and procedures subsequent to
    the Evaluation Date.


<PAGE>


                           PART II - OTHER INFORMATION

ITEM 1. Legal proceedings

    There have been no material changes from the information previously reported
    under Item 3 of the Company's Annual Report on Form 10-K for the fiscal year
    ended December 31, 2002.

ITEM 6.  Exhibits and reports on Form 8-K

    99.1 - Certification of Principal Officers to Sec. 1350



                                   SIGNATURES

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

                                 BRIGHTSTAR INFORMATION TECHNOLOGY GROUP, INC.

Date: May 14, 2003.              BY: /s/ Joseph A. Wagda
                                     ------------------------------------------
                                     Joseph A. Wagda
                                     Chairman, Chief Executive Officer and
                                     Interim Chief Financial Officer

                                 BY: /s/ Paul C. Kosturos
                                     ------------------------------------------
                                     Paul C. Kosturos
                                     Vice President Finance, Principal
                                     Accounting Officer and Secretary



<PAGE>


I, Joseph A. Wagda, certify that:

     1. I have reviewed this quarterly report on Form 10-Q of BrightStar
        Information Technology Group, Inc.

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

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

     4. The registrant's other certifying officers and I are responsible for
        establishing and maintaining disclosure controls and procedures (as
        defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
        we have:

         a) designed such disclosure controls and procedures to ensure that
            material information relating to the registrant, including its
            consolidated subsidiaries, is made known to us by others within
            those entities, particularly during the period in which this
            quarterly report is being prepared;

         b) evaluated the effectiveness of the registrant's disclosure controls
            and procedures as of a date within 90 days prior to the filing date
            of this quarterly report (the "Evaluation Date"); and

         c) presented in this quarterly report our conclusions about the
            effectiveness of the disclosure controls and procedures based on our
            evaluation as of the Evaluation Date;

    5. The registrant's other certifying officers and I have disclosed, based
       on our most recent evaluation, to the registrant's auditors and the audit
       committee of registrant's board of directors (or persons performing the
       equivalent function):

         a) all significant deficiencies in the design or operation of internal
            controls which could adversely affect the registrant's ability to
            record, process, summarize and report financial data and have
            identified for the registrant's auditors any material weaknesses in
            internal controls; and

         b) any fraud, whether or not material, that involves management or
            other employees who have a significant role in the registrant's
            internal controls; and

    6. The registrant's other certifying officers and I have indicated in this
       quarterly report whether or not there were significant changes in
       internal controls or in other factors that could significantly affect
       internal controls subsequent to the date of our most recent evaluation,
       including any corrective actions with regard to significant deficiencies
       and material weaknesses.

Date: May 14, 2003
BY: /s/ Joseph A. Wagda
-----------------------
Joseph A. Wagda
Chairman and Chief Executive Officer


<PAGE>


I, Paul C. Kosturos, certify that:

     1. I have reviewed this quarterly report on Form 10-Q of BrightStar
        Information Technology Group, Inc.

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

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

     4. The registrant's other certifying officers and I are responsible for
        establishing and maintaining disclosure controls and procedures (as
        defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
        we have:

         a) designed such disclosure controls and procedures to ensure that
            material information relating to the registrant, including its
            consolidated subsidiaries, is made known to us by others within
            those entities, particularly during the period in which this
            quarterly report is being prepared;

         b) evaluated the effectiveness of the registrant's disclosure controls
            and procedures as of a date within 90 days prior to the filing date
            of this quarterly report (the "Evaluation Date"); and

         c) presented in this quarterly report our conclusions about the
            effectiveness of the disclosure controls and procedures based on our
            evaluation as of the Evaluation Date;

    5. The registrant's other certifying officers and I have disclosed, based
       on our most recent evaluation, to the registrant's auditors and the audit
       committee of registrant's board of directors (or persons performing the
       equivalent function):

         b) all significant deficiencies in the design or operation of internal
            controls which could adversely affect the registrant's ability to
            record, process, summarize and report financial data and have
            identified for the registrant's auditors any material weaknesses in
            internal controls; and

         b) any fraud, whether or not material, that involves management or
            other employees who have a significant role in the registrant's
            internal controls; and

    6. The registrant's other certifying officers and I have indicated in this
       quarterly report whether or not there were significant changes in
       internal controls or in other factors that could significantly affect
       internal controls subsequent to the date of our most recent evaluation,
       including any corrective actions with regard to significant deficiencies
       and material weaknesses.

Date: May 14, 2003
BY: /s/ Paul C. Kosturos
------------------------
Paul C. Kosturos
Principal Accounting Officer and Secretary


<PAGE>

                                INDEX TO EXHIBITS

<Table>
<Caption>
          EXHIBIT
          NUMBER           DESCRIPTION
          -------          -----------
<S>                        <C>
           99.1 -          Certification of Principal Officers to SEC. 1350
</Table>