UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of ~~report~~Report (Date of earliest event reported): May 2527, 2005

Cotelligent, Inc.

(Exact ~~Name~~name of ~~Registrant~~registrant as ~~Specified~~specified in its ~~Charter~~charter)

Delaware	0-27412	94-3173918
(State or other jurisdiction of incorporation	(Commission File Number)	(I.R.S. Employer Identification No.)
(State or other jurisdiction ofincorporation)	(CommissionFile Number)	(I.R.S. Employer Identification No.)

655 Montgomery Street, Suite 1000 San Francisco, California		94111
(Address of Principal Executive Offices)		(Zip Code)
(Address of principal executive offices)		(Zip Code)

~~Registrant’s telephone number, including area code:~~ (415.) 477.-9900

(Registrant’s telephone number, including area code)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 21.0401. ~~Triggering~~Entry ~~Events~~into ~~That Accelerate or Increase~~ a ~~Direct~~Material ~~Financial~~Definitive ~~Obligation or an Obligation under an Off-Balance Sheet Arrangement~~Agreement.

On ~~May~~April 251, 2005, Cotelligent Inc. (~~“Cotelligent”~~the or “~~the~~ Company”) ~~received~~executed aan ~~notice~~asset ofpurchase ~~termination,~~agreement ~~dated~~by ~~May~~and 23among FastTrack, ~~2005~~LLC, (an affiliate of Skyview Capital, LLC, the ~~“Notice”)~~Company, ofCotelligent ~~its~~USA, ~~Lease~~Inc., ~~Agreement~~CZG Mobile Ventures, ~~dated~~Inc., asbSmart.to, ofLLC ~~November~~and 10JAS Concepts, ~~1999~~Inc. (together with the Company, the “~~Agreement~~Sellers”), ~~between~~a ~~the~~copy ~~Cotelligent~~of ~~USA,~~which ~~Inc~~is attached to this Current Report on Form 8-K as Exhibit 10.1, apursuant to ~~subsidiary~~which ofSellers ~~the~~have ~~Company~~agreed to sell, and ~~Matrix/AEW~~ ~~Branchburg~~FastTrack, LLC. ~~The~~has ~~Agreement~~agreed ~~relates~~ to ~~the~~buy ~~lease~~substantially byall of the ~~Company~~assets ofrelated ~~premises~~solely ~~located~~to inSellers’ ~~Branchburg,~~business ~~New~~of ~~Jersey~~sales atforce aautomation ~~monthly~~software ~~rent~~and ofservices ~~approximately $57~~solutions,~~000.~~ ~~The~~including ~~term~~two ofmain ~~the~~software ~~Agreement~~components known ~~expires~~as in“FastTrack,” ~~November~~which ~~2007.~~is ~~The~~divided ~~premises~~into ~~are~~two nosections, ~~longer used~~field byapplication ~~the~~and ~~Company~~data server, and ~~until~~“Exchange ~~April~~Lynx,” ~~2005~~which ~~were~~consists ~~subleased~~of toproprietary ~~another~~data ~~tenant~~communications management product (the “Business”).

~~Notices~~The ofpurchase ~~default~~price under the Purchase Agreement ~~were~~is ~~sent~~$2.8 million, subject to adjustment ~~Cotelligent~~as onprovided ~~March~~in ~~10,~~the ~~2005~~Purchase ~~and~~Agreement. ~~April~~Under 8the Purchase Agreement, ~~2005~~the ~~for~~Company ~~failure~~may receive up to ~~make~~an additional $950,000 as a post-closing earnout if certain revenue targets are achieved by the ~~basic~~Business ~~rent~~over ~~and~~the ~~additional~~three ~~rent~~year ~~payments~~period following ~~due~~the ~~under~~completion of the ~~Agreement~~sale. ~~According~~In toaddition, the ~~Notice~~Company may be required to refund up to $700,000 of the ~~Agreement~~ ~~will~~purchase ~~terminate~~price onin ~~May~~the ~~30,~~event ~~2005~~that certain specified business conditions are not satisfied.

~~Under~~The ~~the~~consummation ~~terms~~ of ~~the~~ ~~Agreement, if~~ the ~~Agreement~~transactions iscontemplated ~~terminated~~by ~~due to an event of default as set forth in~~ the ~~Agreement,~~Purchase ~~the lessor~~ Agreement is ~~entitled~~conditioned toon ~~recover from~~ the ~~Company,~~approval asof ~~lessee, liquidated damages which~~ the Company’s ~~estimates~~stockholders ~~could~~and ~~total~~certain ~~approximately~~other ~~$1.1 million,~~customary ~~assuming no future benefit of sublet rent income~~conditions. The ~~Company~~sale ~~had~~is ~~previously~~expected ~~sublet the property, and through April 2005 was able~~ to ~~recover~~be ~~80%~~completed ofby the ~~basic~~end ~~and additional rent. As~~ of ~~March 31, 2005,~~ the ~~Company~~second ~~had~~quarter ~~accrued $633,000~~ of ~~liabilities~~ ~~for payments required to be made under the Agreement~~2005. ~~The Company believes it has potential defenses to this matter and is pursuing a resolution with the lessor.~~

The asset purchase agreement was filed as an Exhibit to a Form 8-K, in conjunction with a request for confidential treatment of certain portions, on April 7, 2005. The Company withdrew such request on May 27, 2005.

Item 9.01

Financial Statements and Exhibits.


*Exhibit Number*		*Description*

10.1		Asset Purchase Agreement, dated as of April 1, 2005, by and among FastTrack, LLC, a wholly owned subsidiary of Skyview Capital, LLC, Cotelligent, Inc., Cotelligent USA, Inc., CZG Mobile Ventures, Inc., bSmart.to, LLC, and JAS Concepts, Inc.*

*	The Company requested confidential treatment as to certain portions of this agreement on April 7, 2005. The Company withdrew such request on May 27, 2005.

Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

COTELLIGENT, INC. By: /s/ ~~Curtis~~CURTIS J. ~~Parker~~PARKER Curtis J. Parker Executive Vice President, Chief ~~Financial Officer~~FinancialOfficer, Treasurer &and Secretary

Dated: ~~May~~June 273, 2005

Exhibit Index


*Exhibit Number*		*Description*

Exhibit No. 10.1		Asset Purchase Agreement, dated as of April 1, 2005, by and among FastTrack, LLC, a wholly owned subsidiary of Skyview Capital, LLC, Cotelligent, Inc., Cotelligent USA, Inc., CZG Mobile Ventures, Inc., bSmart.to, LLC, and JAS Concepts, Inc.*

*	The Company requested confidential treatment as to certain portions of this agreement on April 7, 2005. The Company withdrew such request on May 27, 2005.

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