<DOCUMENT>
<TYPE>10-K
<SEQUENCE>1
<FILENAME>june0110k.txt
<TEXT>
                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                                    FORM 10-K


[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
    OF 1934

                    For the fiscal year ended June 30, 2001

                                       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 1-11568

                              TEKINSIGHT.COM, INC.
             (Exact Name of Registrant as Specified in its Charter)

    DELAWARE                                                      95-4228470
(State or other jurisdiction of                                (I.R.S Employer
incorporation or organization)                               Identification No.)

                        18881 Von Karman Ave., Suite 250
                                Irvine, CA 92612
               (Address of principal executive offices) (Zip code)

       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (949) 955-0078


   Securities registered pursuant to Section 12(b) of the Act: None
   Securities registered pursuant to Section 12(g) of the Act:
   Common Stock, $.0001 par value
   (Title of Class)
   Series A Preferred Stock, $.0001 par value
   (Title of Class)

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,  and (2) has been subject to such filings
requirements for the past 90 days. Yes X No __

Indicate by check mark  disclosure of delinquent  filers pursuant to Item 405 of
Regulation S-K is not contained herein,  and will not be contained,  to the best
of  registrant's  knowledge,  in  definitive  proxy  or  information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. X

The aggregate  market value of the voting and  non-voting  common equity held by
non-affiliates   for  the  issuer  as  of  August  21,  2001  was  approximately
$31,297,000.

The number of shares outstanding of the issuer's Common Stock, $.0001 par value,
as of August 21, 2001 was 21,684,959.

Documents incorporated by reference: None



<PAGE>





                                     PART I


ITEM 1.       BUSINESS


PRIOR OPERATIONS

     TekInsight.com,  Inc. ("TekInsight") was initially incorporated in Delaware
on May 27, 1989 as Universal Self Care, Inc.  Universal supplied and distributed
both prescription and non-prescription medications and durable medical equipment
and supplies  principally to persons  suffering from diabetes.  These businesses
were sold in January  1998 and the Company  changed its name to Tadeo  Holdings,
Inc. In November 1999 the Company changed its name to TekInsight.


GENERAL

     TekInsight is a  professional  services firm  specializing  in  information
technology  solutions for state and local government  organizations.  TekInsight
operates  its  business  through  three  strategic  business  units:  TekInsight
Services, Inc. ("Services"),  BugSolver.com, Inc. ("ProductivIT") and TekInsight
Research  and  Development,  Inc.  ("Research").  TekInsight  is involved in the
development of computer  software products and the provision of services for the
design,  management and support of distributed  client/server and Internet-based
network systems. We provide consulting,  technical and related services to state
and local government  clients for the upgrade of existing systems as well as the
improvement of transactions  with their  citizenry,  through Internet sites that
interface with database systems.

     Depending upon the context, the term TekInsight refers to either TekInsight
alone, or TekInsight and one or more of its subsidiaries.

     TekInsight  is the  parent  corporation  for  the  following  wholly  owned
subsidiaries that have  discontinued  operations:  Physicians  Support Services,
Inc.,  a  California  corporation;   Clinishare  Diabetes  Centers,  Inc.  d/b/a
SugarFree Centers, Inc.; and USC-Michigan,  Inc., a Michigan corporation and its
wholly owned subsidiary, PCS, Inc.-West, a Michigan Corporation.


INDUSTRY OVERVIEW

Services

     The  emergence  and  adoption  of the  Internet  as a means  of  gathering,
communicating and managing information has fundamentally  changed how government
entities communicate with individuals. Government has emerged in recent years as
one  of the  leading  purchasers  of  Internet  and  other  advanced  technology
solutions. Government agencies are undergoing a rapid transformation in how they
serve their citizenry. State and local governments are undergoing the most rapid
changes, since this is where individuals have most of their interaction with the
public sector.  According to the Gartner Group, Inc. "State and Local Government
Market,  2000 through 2005 - Market Trends" report,  published in December 2000,
state and local government information  technology,  or IT, spending is forecast
to  increase  over the next  five  years at a rate of 7 percent  annually,  from
approximately $42 billion in 2000, to reach over $59 billion by 2005.

     We believe that political  pressures and budgetary  constraints are forcing
government  agencies at all levels to improve their  processes and services.  We
further believe that  organizations  throughout state and local  governments are
investing heavily in information  technology to improve  effectiveness,  enhance
productivity and extend new services in order to deliver increasingly responsive
and cost-effective public services.

     Government  organizations  rely heavily on outside  contractors  to provide
skilled  resources  to  accomplish  technology  programs.  We believe  that this
reliance  will  continue to  intensify  in many  government  agencies due to the
difficulties  faced  in  recruiting  and  retaining  highly  skilled  technology
professionals in a competitive labor market. We believe that government agencies

<PAGE>

will increasingly  outsource  technology  programs as a means of simplifying the
implementation and management of government services.

     Services   offers   a   comprehensive   solution   to   implementation   of
transformation  initiatives  by state  and  local  governments,  as they  pursue
outsourcing and other activity  management  programs.  To this end, we engage in
large-scale systems development projects involving  full-service solutions that:
combine hardware,  legacy systems  integration,  systems engineering and support
operations;  integrate  data  with  services;  and  provide  interfaces  between
governments as service providers and their citizens.

ProductivIT

     System support has become a key component of infrastructure management for
most companies. Businesses are increasingly outsourcing this function to support
specialists.  A  significant  portion  of the  cost  associated  with  providing
technical  system support stems from the time it takes to determine the detailed
hardware and software environment of the client system, as well as the series of
events  leading to a particular  incident.  Use of our  ProductivIT  product can
reduce this time  significantly  and generate a detailed  "snapshot" of a client
computer  system,  allowing  for  more  efficient  system  support  or  detailed
identification of system assets such as hardware and software components.

     Current  market  competitive  trends  have led to the  erosion  of  margins
available  from  the  sales  of  personal   computers,   or  PCs.  Specialty  PC
manufacturers  and resellers must strive to  differentiate  their products.  One
means  of such  differentiation  is to  offer  reliable,  high  quality  support
services.  As support costs have  escalated,  manufacturers  and resellers  have
sought lower-cost ways to provide value-enhancing support features. Prior to the
development of  ProductivIT,  existing  products for support  automation did not
dramatically  improve the  available  information  that could be gained from the
client  system.  Instead,  the focus had been on the  process  of  tracking  the
services rendered.

     TekInsight  has  addressed  the demand  for  cost-effective,  high  quality
computer  system support by developing its  ProductivIT  product,  created using
Research's XML expertise,  which we believe significantly  increases the quality
of the  technical  system  information  with  respect  to an  incident  that  is
available to support staff.

Research

     As   Internet    software    applications    become   more    complex   and
transaction-intensive, improved methodologies are required to effectively handle
the vast quantities of data that are exchanged and processed.  Extensible Markup
Language  (XML)  provides a  significant  advance in how data is  described  and
exchanged by Web-based  applications  using a simple,  flexible  standards-based
format.  The original  Internet  language,  Hypertext  markup  language  (HTML),
enables universal methods for viewing data only,  whereas XML provides universal
methods for viewing and working directly with data.

     The attractiveness of XML is that it maintains the separation of the
user interface from structured data, allowing the seamless integration of data
from diverse sources. Customer information, purchase orders, research results,
bill payments, medical records, catalog data and other information can be
converted to XML, allowing data to be exchanged online as easily as HTML pages
display data today. Moreover, data encoded in XML can then be delivered over the
Web to the desktop. Once the data is delivered to the client desktop, it can be
manipulated, edited, and presented in multiple views, without return trips to
the server. Servers thus become more scalable due to lower computational load,
and lower data stream capacity, or bandwidth, load requirements per connected
desktop. Also, since data is exchanged in XML format, it can be easily merged
from different sources.

     XML is  valuable  to the  Internet  as well  as  large  corporate  intranet
environments  because  it  provides  interoperability  using a  flexible,  open,
standards-based  format along with new ways of accessing  legacy  databases  and
delivering  data to Web clients.  Applications  can be built more  quickly,  are
easier to maintain,  and can easily  provide  multiple  views of the  structured
data. TekInsight Research has been using its resources to develop the technology
and  methodology  that  can  be  used  to  build  robust,   scalable  e-commerce
applications, especially around XML.


<PAGE>

CURRENT OPERATIONS

Services

     TekInsight's   Services   division  provides  a  range  of  specialized  IT
infrastructure   services;   system   architectural   design,   legacy   systems
integration,  network engineering,  applications development,  help desk support
and operational support,  primarily to state and local government  entities.  In
conjunction with these service offerings, it also sells hardware and software to
its customers.  Operations are distributed primarily among six states (including
the principal executive office), California, Florida, Louisiana,  Massachusetts,
Michigan and New York, with employees  situated in locations that are convenient
to client sites. The scope of services  provided to any given customer can vary,
according to project size and the internal client IT resources available.  While
the majority of its revenues are derived from specific projects,  as contracted,
ongoing  customer  relationships  generate a  considerable  number of  recurring
engagements.  Hardware and software maintenance agreements provide a significant
portion  of  the  service  revenues.   Such  services  are  provided  through  a
combination  of  in-house  technicians,  as  well as  subcontractor  third-party
suppliers of the services.

     Services  also  offers  states,   municipalities  and  government  agencies
products for designing and implementing  custom Internet  presences  utilizing a
proprietary  suite of customizable  software  modules,  called  ePluribus.  Each
module can provide a different  online service which can interface with existing
customer  websites and can be integrated into existing customer  databases.  The
ePluribus  products and related services currently being used enable governments
to process  transactions  such as tax payments,  violation  payments,  licensing
renewals and public recreation scheduling.

     We maintain a help desk support center that provides responses to technical
service requests, in accordance with contracted  standards.  The Company intends
to expand its help desk service  offerings in the future, to support its planned
outsource  service  offerings  (See  "Future   Strategy-acquisition  of  DynCorp
Management Resources", below), as well as for software support for its ePluribus
modules.

     The IT infrastructure  services provided by TekInsight  commenced primarily
in August 2000,  following the acquisition of Data Systems Network  Corporation.
Data  Systems  had  provided  computer  network  services  and  products  to its
government  and  commercial  customers  that  allowed  clients to control  their
complex, distributed computing environments.  Such services included the design,
sale and service of LANs and WANs, as well as network installation  services and
legacy system integration services. Data Systems sold add-on hardware components
to  existing  clients  and  provided  after-installation  service  and  support,
training  services  and network  management  services.  TekInsight  Services now
currently provides all of these services.

ProductivIT

     ProductivIT offers a software product, ProductivIT, that has been developed
as a diagnostic and  information-gathering  tool for gaining  detailed PC system
information. Users that benefit from this data include system builders, computer
system resellers,  help desk support operators and software migration  providers
who deliver the software enhancements, upgrades and new programs that purchasers
use to advance business operations.

     ProductivIT  provides software and services that aid in the  cost-effective
support of remote PCs or workstations,  as well as network systems.  In addition
to gaining a detailed profile of a particular incident, the ProductivIT software
also gathers detailed  information about the system configuration at the site of
the  incident  and the  software  being  used.  This  data  may be used  for the
management of a networked system, or for a readiness-assessment  of a particular
system  with  respect to the  potential  need for  software  upgrades or changes
(software migration analysis). ProductivIT is provided on an application service
provider  (ASP) basis,  with the Internet being used to connect the supported PC
system with the ProductivIT central website operated by TekInsight.

     The  Company  is  currently  marketing  one  version of the  product,  with
customizable customer interfaces and definable data type accumulation  available
on request.  ProductivIT  can accumulate over 30,000 data points from the client
system,  almost  instantly,  and then transmit the compressed data to the hosted
central website. Customers can access the collected data, in customized formats,
and can generate an in-depth  profile of an operating  failure  experienced by a

<PAGE>

network PC, or a profile of the hardware,  software and  peripherals  associated
with a  system.  Support  professionals  can  access  and  review  the  profile,
bypassing the need to communicate with the user for this information and cutting
down  greatly on the time needed to diagnose  and correct a computer  failure or
problem.

     TekInsight has made several initial sales of its ProductivIT  product,  and
is currently  evaluating the  feasibility of using the technology in its service
offerings to government clients.

Research

     The Research development team has produced TekInsight's ProductivIT product
and continues to refine,  enhance and provide support for ProductivIT  while the
product is being  introduced  to the  market.  Research  has also been  pursuing
development  of  additional  software  products  that will  address the needs of
complex  networks and  databases  that  interface  with the  Internet.  Using an
internally   developed  core  methodology  called  Streaming  XML,  Research  is
exploring new methods of enabling individuals and organizations to better handle
the flood of information generated by the new wave of Internet commerce.

CUSTOMERS

     Our   customers   are   primarily   agencies  of  state   governments   and
municipalities  with  large-volume  information  and  technology  needs,  or the
primary vendors to those governments and agencies.  Other than the states of New
York and  Louisiana,  if you  identify all  government  agencies of a particular
state  collectively as a single customer,  during fiscal 2001 no single customer
accounted for more than 10% of our revenue. Generally, our products and services
are purchased by individual  state  agencies  issuing their own purchase  orders
under master contract  agreements between TekInsight and the State through which
the agency gets the authority to issue a valid purchase order.

     The State of New York and its agencies  accounted  for 30% of  TekInsight's
revenue  for the  fiscal  year ended  June 30,  2001 and 20% of revenue  for the
fiscal year ended June 30, 2000.  We sell  products and services to the State of
New York and its agencies as an authorized  vendor to provide system  peripheral
equipment to New York state agencies.  TekInsight is also an authorized reseller
of Novell,  Nortel  Systems and Cisco  products and software to the State of New
York.

     The State of Louisiana and its agencies  accounted for 13% of  TekInsight's
revenue  for the  fiscal  year ended  June 30,  2001 and 12% of revenue  for the
fiscal year ended June 30,  2000.  The Company was awarded a renewable  one-year
contract  in July  1996 to  provide  network  service,  help  desk  support  and
maintenance  support to multiple state  agencies.  The contract  expired in June
2001 and the State of Louisiana is currently conducting a review of the contract
and its renewal.

SALES AND MARKETING

     TekInsight's sales and marketing objective is to develop relationships with
clients that result in both repeat and long-term engagements. We use an internal
sales force in conjunction  with  partnership  alliances  with our vendors.  Our
sales team derives leads through  industry  networking,  referrals from existing
clients,  government  agencies' requests for proposals,  strategic  partnerships
with  third  party  vendors  under  which we  jointly  bid and  perform  certain
engagements, and sales and marketing activities directed to specific customers.

     We employ a team  selling  approach  for  marketing  our  offerings to each
customer.   Our  development  team   collaborates   with  our  service  delivery
professionals to identify a comprehensive  service and product offering mix that
meets customer needs. As a result of our particular mix of service offerings, we
believe that we have the ability to penetrate  markets  quickly with sales of an
array of  different  products  and  services  and lower our per  customer  sales
acquisition  costs as a result of each customer having the  availability of many
products  and  services  from which to choose.  We believe  that we will further
benefit  from the  expansion of our service  offerings  by including  outsourced
services  following  the  planned  merger  with DMR.  See  "FUTURE  STRATEGY  --
acquisition of DynCorp Management Resources", below.

<PAGE>

BACKLOG

     Our  contracts  typically  are funded  incrementally  and are specific task
driven,  with the  exception  of our annual  maintenance  and help desk  support
contracts.  Therefore,  our firm backlog at any point in time only  represents a
small portion of the projected  aggregate  value of our  contracts.  Our backlog
only  becomes  firm as work  progresses  throughout  the term of a contract,  as
specific orders under the contract are placed.  Our backlog is typically subject
to large  variations  from quarter to quarter.  As a result,  we do not consider
order backlog a significant indicator of our future revenue.

VENDORS

     TekInsight purchases  microcomputers and related products it sells directly
from manufacturers and indirectly through distributors such as Gates Arrow, Tech
Data and Ingram Micro  Corporation.  In general,  TekInsight  is authorized by a
manufacturer  to sell its  products,  whether the  products are  purchased  from
distributors  or  directly  from  manufacturers.  TekInsight  is  an  authorized
reseller  for  microcomputers,  workstations,  and  related  products of over 50
manufacturers. Sales by TekInsight of products manufactured by Compaq, Cisco and
Novell  accounted  for  approximately  50% of product  revenues  during the last
fiscal  year.  Typically,  vendor  agreements  provide that  TekInsight  and its
subsidiaries  have been appointed,  on a  non-exclusive  basis, as an authorized
reseller of specified products at specified locations.  The agreements generally
are  terminable on 30 to 90 days' notice or  immediately  upon the occurrence of
certain  events,  and are  subject  to  periodic  renewal.  The  loss of a major
manufacturer  or the  deterioration  of TekInsight's  relationship  with a major
manufacturer  could have a material  adverse effect on TekInsight's  business as
certain product offerings that are requested by customers would not be available
to TekInsight.

RESEARCH AND DEVELOPMENT

     TekInsight's  Research  division has devoted a  substantial  portion of its
efforts  during fiscal 2001 to the  completion and testing of the market version
of the ProductivIT software product.  ProductivIT was made available for sale to
customers in February 2001.

     Research has also pursued  additional  product  development  opportunities,
using the proprietary  data  compression  and collection  techniques that it has
developed.  With  extensive  expertise  in XML  Language,  Research has explored
applications  for  enabling  more  effective  software  application  performance
monitoring, as well as other products.

     Research has also  completed  the  development  of its  ePluribus  software
library for enabling services and transactions between individuals and state and
local governments  using the Internet.  ePluribus  applications  include license
renewals,  permit  applications,  recreation park management and other services.
The  applications  have been  deployed  at  several  client  sites and are being
actively marketed by the Services division to existing and new customers.

     Following  the fiscal year ended June 30, 2001,  we have  restructured  our
software   development   focus  to  include   primarily   efforts  on  ePluribus
applications,  as well as the contract development projects that are obtained by
the  Services   division.   Research  continues  to  maintain  and  enhance  our
ProductivIT  product,  primarily  for planned  services  for the state and local
government customers.


COMPETITION

     The market for our  products  and  services  is highly  competitive.  Three
classes of  competitors  dominate  the state and local  government  IT  services
market:  large systems  integrators  including EDS,  Lockheed  Martin,  American
Management  Systems  and  Affiliated   Computer  Services;   smaller  specialist
companies,  offering one or two  services,  such as  GovConnect  and EZ Gov; and
integrated  companies that offer a complete range of  knowledge-added  services,
such as Maximus, Accenture and KPMG.

     We believe that the principal  competitive  factors in our industry include
company  reputation,  technical  expertise,  industry  expertise  and ability to
deliver  results.  We  believe  that our  extensive  state and local  government
contacts,  our  existing  contracts  with state and local  governments,  and our

<PAGE>

proven integration  methodologies that facilitate the applications of technology
solutions to client requirements give us a competitive advantage.

     We believe that we will  continue to create and offer  innovative  products
and professional  services,  and that we will continue to attract new clients in
need of our  value-added  network  management  and design  and other  electronic
commerce-oriented  services. However, there is no assurance that our competitors
will  not  introduce  comparable  products  and  services  at  similar  or  more
attractive  prices  in the  future  or that  certain  companies  may not  create
products  that they can  integrate  directly  into their  software and operating
systems.  Increased  competition  could  erode the market for our  products  and
services and have a material adverse affect on our business, financial condition
and results of operations.


FUTURE STRATEGY

     We intend to expand our service  offerings  through internal  expansion and
through a program of  acquisitions.  Should our proposed  acquisition of DynCorp
Management  Resources,  Inc., or DMR, be  successfully  consummated as described
below, we expect that the provision of outsourcing and seat management  services
to state and local governments,  part of the activities  currently engaged in by
DMR, will be added to our diversified program. We also expect that combining our
existing businesses with DMR post-acquisition will lead to a continuation of our
efforts to leverage  existing  customer  relationships,  with the  intention  of
reducing marketing costs for each new provision of service.  We believe that our
existing  expertise  in  providing IT  infrastructure  services,  as well as our
ProductivIT   product,   will   permit  us   post-acquisition   to  offer   more
cost-effective  outsourcing  services than are currently  provided by DMR alone.
Finally, given DMR's existing relationships with its customers, post-acquisition
we anticipate that the geographic reach of our existing  service  offerings will
be expanded to  additional  states and  localities in which we currently are not
providing services.

         Acquisition of DynCorp Management Resources

     On April 25,  2001,  we entered  into an agreement to acquire DMR by merger
with a specially formed  subsidiary of TekInsight and to change our company name
to DynTek, Inc. following a successful  completion of the acquisition.  DMR is a
subsidiary  of DynCorp,  a $1.8  billion,  employee-owned  company that provides
diverse information  technology and outsourcing  services to government clients.
DMR  was  formed  in  1996  to  leverage  DynCorp's  strengths  and  to  deliver
high-quality service to state and local governments.

     Reasons for the Acquisition. We believe that the merger will give us access
to DMR's  experience and knowledge of the management  services  marketplace.  In
addition,   the  merger  with  DMR  should  increase  our  multi-state  coverage
footprint,  broaden our available  service set and increase our contract revenue
backlog when combined with DMR's contracts.  The combined  service  offerings of
the post-merger company are intended to be provided to current customers of both
TekInsight and DMR, in order to expand existing relationships. Additionally, the
post-merger company can combine the current service offerings of both TekInsight
and DMR to offer more comprehensive proposals for additional contracts. Finally,
it is intended that the management,  administration  and marketing  functions of
both companies will be consolidated, allowing the post-merger company to benefit
from anticipated economies of scale.

     Terms of the Merger.  DynCorp will  receive  initial  merger  consideration
consisting  of a number  of  shares  of our new  Class B Common  Stock  equal to
two-thirds of our previously  outstanding  shares of Common Stock and two-thirds
of all  shares of our Common  Stock  issuable  upon  conversion,  redemption  or
exchange of any  outstanding  shares of  Preferred  Stock of  TekInsight  or any
subsidiary of TekInsight. As a result, DynCorp will own approximately 40% of the
outstanding  shares of our Common Stock and Common Stock  equivalents,  and will
have the right to elect 40% of the members of our Board of Directors,  following
the merger.

     In addition,  during the five-year period following the consummation of the
merger,  DynCorp may receive additional merger  consideration if and whenever we
issue or sell any shares of our Class A Common Stock pursuant to the exercise or
conversion of any option, warrant or similar security outstanding at the time of
the merger  (excluding up to 2,000,000  shares  issuable to our  employees  upon
exercise of options granted under  TekInsight's  1992 Employee Stock Option Plan

<PAGE>

and excluding  shares of Common Stock  issuable upon  conversion of the Series A
Preferred Stock used to calculate the initial merger consideration), if any such
shares  are  issued or sold at a price  that is less  than the then fair  market
value of a share of Class A Common Stock. If such  triggering  shares are issued
or sold,  then we will issue to  DynCorp,  for no  additional  consideration,  a
number of  shares of our Class B Common  Stock  whose  value  equals  40% of the
difference  between such  triggering  shares' fair market value and the price at
which they were issued.

     In order to consummate the merger,  we must satisfy certain  conditions set
forth in the  agreement  and plan of  reorganization,  including  (i)  obtaining
certain stockholder approvals,  (ii) negotiating and executing certain ancillary
agreements between DynCorp or its affiliates and TekInsight,  and (iii) securing
a firm  irrevocable  financing  commitment  under  which at least $20 million of
financing will be available to the combined entity  following the merger.  In an
attempt to satisfy these  conditions  on a timely basis,  we filed a preliminary
proxy  statement with the SEC on July 11, 2001 with respect to a special meeting
of shareholders to address the approvals  required to consummate the merger.  We
also entered into a retention  agreement with Quarterdeck  Investment  Partners,
LLC and  Jefferies  &  Company,  Inc.  on  August  8,  2001  pursuant  to  which
Quarterdeck and Jefferies will assist TekInsight with the structuring,  issuance
and sale of up to $15 million of preferred and/or common equity.  Although there
can  be no  assurance  of  successful  consummation  of  this  financing,  it is
anticipated that this sale will close at the same time as the closing of the DMR
acquisition.

         Acquisition of Data Systems Network Corporation

     In August 2000, we merged our Services  division with Data Systems  Network
Corporation.  Data Systems provided  computer network services and products that
allow governments and companies to control their complex  distributed  computing
environments.  Such  services  include the design,  sale and service of LANs and
WANs.  Data  Systems  generated  revenues by  providing  consulting  and network
installation  services,  selling add-on hardware  components to existing clients
and  providing  after-installation  service and support,  training  services and
network management services.  Data Systems primarily served government customers
in five states.

     The acquisition price was $12,500,000.  The aggregate consideration paid to
Data  Systems  stockholders  consists  of  approximately   2,185,755  shares  of
TekInsight Series A Preferred Stock based on an aggregate of 5,575,906 shares of
common stock of Data Systems  outstanding as of the effective time of the merger
and an exchange ratio of 0.392 of a share of TekInsight Series A Preferred Stock
for each share of Data Systems common stock outstanding. In addition, TekInsight
assumed  462,500  options and 50,000  warrants issued by Data Systems which were
converted  into the right to acquire  181,300  and 19,600  shares of  TekInsight
Series A  Preferred  Stock,  respectively.  Finally,  as a result of the merger,
Services  assumed,  and TekInsight  agreed to guaranty,  Data Systems'  existing
credit  facility  with  Foothill  Capital  Corporation.  As of August 15,  2000,
approximately  3,167,000 was  outstanding  under the credit  facility,  which is
collateralized  by  Services'  accounts   receivable  and  a  guarantee  of  the
outstanding obligations by TekInsight.


PATENTS AND TRADEMARKS

     All TekInsight employees engaged in technology  development are required to
sign agreements which protect TekInsight's rights in its intellectual  property,
and which assign to TekInsight certain rights to intellectual property developed
by such employees. TekInsight is currently in the process of determining whether
certain technologies developed by Research should become the subject of U.S. and
foreign patent  applications,  and so far one such application has been filed in
each of the U.S., Canada and the European Union. All of such patent applications
are currently  pending.  TekInsight is the owner of  registered  trademarks  for
"Astratek"  and  "Visual  Lan Probe".  TekInsight  has also  applied for federal
trademark   protection  for  "ProductivIT"  and  "ePluribus   Software",   which
applications are currently pending.


EMPLOYEES

     As of June 30, 2001,  TekInsight  and its  subsidiaries  had 184 employees:
three executive management,  25 sales & marketing, 124 development and technical
support and 32 in  administration.  TekInsight  believes that its  relationships
with its employees are good. TekInsight also employs 36 contract consultants for

<PAGE>

research and  technical  support and 4 contract  consultants  in  marketing  and
executive administration.

INSURANCE COVERAGE

         The Company maintains general liability insurance, which includes
directors and officers liability coverage, and workers compensation and
professional liability insurance in amounts deemed adequate by the Board of
Directors.

Executive Officers of the Registrant

The following persons were executive officers of the Company as of August 15,
2001:

<TABLE>
<CAPTION>
                                                       Principal Occupation, Business
      Name                              Age            Experience and Directorships


<PAGE>



<S>                                      <C>                          <C>
   Steven J. Ross                        43            Since February 2000, Mr. Ross has been TekInsight's
                                                       President, Chief Executive Officer and Director.  Mr. Ross
                                                       has an extensive industry background, most recently serving
                                                       as General Manager of Toshiba's Computer System Division,
                                                       responsible for sales, marketing, and operations in North and
                                                       South America from 1998 to 1999.  Prior to that, Mr. Ross was
                                                       President and General Manager of the Reseller Division and
                                                       President of Corporate Marketing at Inacom Corporation from
                                                       1996 to 1998.  Mr. Ross' other positions have included
                                                       responsibility for sales and marketing, operations, strategic
                                                       planning, and other senior executive activities.  Mr. Ross is
                                                       on the Board of Directors of Interactive Frontiers, Inc.


   James Linesch                         47            Since August 14, 2000, Mr. Linesch has served as the Chief
                                                       Financial and Chief Accounting Officer, Executive Vice
                                                       President and Secretary, and since February 1997 Director, of
                                                       TekInsight.  Previously, Mr. Linesch was the President, Chief
                                                       Executive Officer and Chief Financial Officer of CompuMed, a
                                                       public computer company involved with computer assisted
                                                       diagnosis of medical conditions, which he joined in April
                                                       1996 as Vice President and Chief Financial Officer.
                                                       Mr. Linesch served as a Vice President, Chief Financial
                                                       Officer of the Company from August 1991 to April 1996.  From
                                                       May 1998 to August 1991, Mr. Linesch served as the Chief
                                                       Financial Officer of Science Dynamics Corp., a corporation
                                                       involved in the development of computer software.
                                                       Mr. Linesch holds a CPA certification in the State of
                                                       California, where he practiced with Price Waterhouse from
                                                       1981 to 1984.

</TABLE>

ITEM 2.       PROPERTIES

     TekInsight's corporate headquarters is located in Irvine,  California, in a
leased facility  consisting of  approximately  6,500 square feet of office space
rented under a lease expiring in October 2005. The Research  subsidiary leases a
facility  located in New York, New York,  with  approximately  6,700 square feet
rented under a lease expiring in November 2002. The former  executive  sales and
administrative offices located in Livonia, Michigan are rented under a lease for
approximately  8,000 square feet until October  2002,  subject to a sublease for
approximately one-half of the space. The Company does not own any real property.

<PAGE>

     TekInsight's  Services  subsidiary has an administrative  office located in
Farmington  Hills,  Michigan,  in a leased facility  consisting of approximately
11,500 square feet of office  space,  4,300 square feet of which has been sublet
to another tenant.  This lease expires in November 2002.  Services also leases a
technical  facility  located in Farmington  Hills,  Michigan with  approximately
7,000 square feet rented under a lease  expiring in March 2003.  Services has an
approximately  11,800  square feet  telephone  "help desk"  center  located in a
facility in Baton Rouge,  Louisiana  rented under a lease  expiring  April 2006,
which supports our State of Louisiana maintenance contract.

     Services  also  leases  5  separate  direct  sales  offices  containing  an
aggregate of  approximately  15,000  square feet under leases with terms ranging
from month-to-month to five years.


ITEM 3.       LEGAL PROCEEDINGS


AZUREL

     In May 1999,  TekInsight  entered into a joint  venture  with Azurel,  Ltd.
("Azurel") to provide  Internet  marketing of cosmetic  products.  In connection
with the revenue-sharing agreement, TekInsight made two loans to Azurel totaling
$2,078,100.  Repayment of amounts  outstanding under the larger of the two loans
was secured by a pledge of approximately two-thirds of the outstanding shares of
two Azurel operating  subsidiaries,  Private Label  Cosmetics,  Inc. and Fashion
Laboratories,  Inc.  TekInsight  also received  from Azurel  warrants to acquire
500,000 shares of Azurel common stock,  exercisable at $1.50 per share, with the
shares  acquired upon exercise of such  warrants  being subject to  registration
rights  in favor  of  TekInsight.  In  November  1999,  TekInsight  provided  an
additional $200,000 to Azurel by entering into a sale and leaseback  transaction
with respect to certain equipment  necessary for Azurel to increase its capacity
for operations.

     Due  to  a  rapid   proliferation  of  cosmetic  e-commerce  sites  in  the
marketplace,  completion of the site under development for Azurel was not deemed
economically   feasible.   Concurrently,   the  financial  condition  of  Azurel
deteriorated  and the equipment  lease and both loans went into default.  Azurel
was duly notified of the defaults and by August 2, 2000  TekInsight  accelerated
the amounts due under the two loans. Due to Azurel's extreme financial hardship,
requiring  a sale of its  interest in Private  Label and  Fashion  Laboratories,
TekInsight  permitted a substitution of collateral.  The shares of capital stock
of the former Azurel subsidiaries  pledged to secure the larger of the two loans
were replaced as collateral with a $1,800,000  subordinated note made by Private
Label and  Fashion  Laboratories  payable  to  Azurel,  due in a single  balloon
payment  in May 2002.  In  connection  with  this  substitution  of  collateral,
TekInsight  took  possession of the note and directed  Private Label and Fashion
Laboratories to make all payments due under the note directly to TekInsight.  In
consideration  for  TekInsight's  release of the pledge,  the exercise  price on
warrants to acquire 500,000 shares of Azurel common stock held by TekInsight was
lowered to $.60 per share (the then current market price of Azurel common stock)
from $1.50 per share.

     On February 2, 2001,  Azurel filed for  protection  under Chapter 11 of the
U.S.  Bankruptcy  Code in the United States  Bankruptcy  Court,  District of New
Jersey.  Upon the filing of Azurel's  bankruptcy  petition,  the bankruptcy code
imposed an automatic stay on TekInsight's  collection  activity until TekInsight
intends to obtain  allowance  of its claim on the secured  loan (which claim has
been filed with the  Bankruptcy  Court) and obtain full ownership of the Private
Label/Fashion  Laboratories  pledged note,  including,  if necessary,  apply for
relief from the stay or otherwise  obtain  relief  through the  bankruptcy  plan
process  in order to  effect  foreclosure  with  respect  to the  secured  loan,
TekInsight  is not aware of any  matter  that  should  prevent  the  court  from
allowing that claim and permitting or requiring  Azurel to relinquish  ownership
of the pledged  note to  TekInsight.  With  respect to the  equipment  lease and
unsecured  loan,  TekInsight  to has  similarly  filed  proofs  of  claim in the
bankruptcy  proceeding.  and will seek  allowance  thereof.  Further,  since the
debtor has rejected the equipment  lease,  the equipment  uner that lease (which
consisted  primarily of obsolete  computer  equipment) has been disposed of by a
sale for  approximately  $10,000.  TekInsight  continues  in  possession  of the
pledged note, which TekInsight  understands gives it a first perfected  security
interest in the note.  As of June 30, 2001,  TekInsight  has  provided  reserves
against the assets  recorded as a result of the  transactions  with Azurel.  The
remaining  asset is the $1.8  million  subordinated  note made by Private  Label
Fashion  Laboratories,  which has been reduced to a net realizable value of $1.5
million.

<PAGE>

StyleSite Marketing

     In  June  1999,  TekInsight  entered  into a  strategic  relationship  with
StyleSite  Marketing  ("Style") to create an  e-commerce  website to feature and
sell  women's  and  children's  fashion  apparel  and  related  accessories.  In
connection with the  revenue-sharing  agreement,  TekInsight (i) purchased,  for
$1,000,000,  10,000 shares of Style's Series G Convertible  Redeemable Preferred
Stock,  and (ii)  exchanged  $1,000,000  approximate  market value of its Common
Stock (285,715 shares) for $1,000,000  approximate  market value of Style common
stock  (1,066,098  shares).  To  secure  certain  rights  in  this  transaction,
TekInsight  received a pledge of 350,000 shares of TekInsight  Common Stock from
the Rubin Family Trust.  TekInsight  subsequently  received a personal guarantee
from  Robert M.  Rubin,  the  then-Chairman  of Style,  guaranteeing  those same
rights, including TekInsight's rights as a holder of the Style preferred stock.

     On April 20, 2000, TekInsight filed an action against Style and its lender,
First Source  Financial  LLP, in the United States  Bankruptcy  Court,  Southern
District  of New York,  to  establish  a  constructive  trust in its favor  with
respect  to,  and to  request  that the court  order  Style and First  Source to
deliver to  TekInsight,  (i) the  $1,000,000  purchase  price paid for preferred
stock, and (ii) the 285,715 shares of TekInsight Common Stock delivered to Style
in exchange for Style common stock. The Bankruptcy Court dismissed  TekInsight's
action on October 10, 2000 and  subsequently  denied  TekInsight's  motion for a
rehearing.  On  January  11,  2001,  TekInsight  filed a notice of appeal of the
Bankruptcy Court's ruling to the United States District Court, Southern District
of New York.  This appeal is currently  pending.  In addition to its proceedings
against Style and First Source,  TekInsight has been  negotiating with Mr. Rubin
and a representative  of the Rubin Family Trust concerning their  obligations to
TekInsight.


Other actions

     On July  10,  2000,  TekInsight  was  named  as a  nominal  defendant  in a
stockholder's  derivative  action  brought in the Supreme Court of New York, New
York County, on behalf of TekInsight by Paul Miletich, an alleged shareholder of
TekInsight.  As  currently  plead,  the action names Brian D.  Bookmeier,  James
Linesch and Damon D. Testaverde, all directors of TekInsight, Alexander Kalpaxis
(a former director of TekInsight) and Robert M. Rubin as defendants.  TekInsight
remains a nominal  defendant.  Mr. Miletich  alleges that the named directors of
TekInsight  breached their fiduciary duties of care and loyalty to TekInsight by
permitting TekInsight to enter into, among other things, transactions with Style
and Azurel,  resulting in a waste of corporate assets of TekInsight.  TekInsight
believes it has a good defense and intends to defend the suit vigorously. In the
meantime,   all  defendants  and  TekInsight's  insurer  have  been  engaged  in
settlement discussions with Mr. Miletich's counsel.

     As a result of the  merger  with Data  Systems,  the  Company  assumed  the
liability  for a potential  enforcement  action  undertaken  by the SEC. The SEC
staff has advised Data Systems orally that following its merger with  TekInsight
Services,  resulting in Data Systems no longer  having any public  shareholders,
the SEC staff  would  make no  recommendation  for any  enforcement  proceedings
against Data Systems.

     On July 28, 2000,  a judgment was entered  against Data Systems in favor of
J. Alan Moore in Mecklenburg County Superior Court Division, North Carolina. The
plaintiff was awarded a judgment of $572,000 plus  reasonable  attorney fees and
interest.  While the Company  has  appealed  this  decision,  accruals  for this
contingency  have been  established  in an  aggregate  amount  of  approximately
$700,000. The Company is in negotiations with the plaintiff regarding settlement
terms.


ITEM 4.       SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     TekInsight  held an Annual  Meeting  of  stockholders  on June 29,  2001 to
consider the election of seven directors and the ratification of the appointment
by the  Board  of  Directors  of  Feldman  Sherb  &  Co.,  P.C.  as  independent
accountants for the year ending June 20, 2001.



<PAGE>





         The following individuals were elected by the stockholders to serve as
directors for terms expiring at the Company's 2002 Annual Meeting or until their
successors are elected and qualified:
<TABLE>
<CAPTION>

                                                   Votes Case For                           Abstentions
                                              -----------------------------        -------------------------------
                                                Common           Series A           Common              Series A
Name                                            Stock            Preferred           Stock              Preferred
                                              ----------          ----------        --------            ----------
<S>                                           <C>                 <C>                 <C>                 <C>
Steven J. Ross                                10,046,912          1,807,874           12,660              1,938
James Linesch                                  9,894,431          1,807,874          174,141              1,938
Brian D. Bookmeier                            10,051,912          1,807,874           16,660              1,938
Damon D. Testaverde                           10,051,912          1,807,874           16,660              1,938
Michael W. Grieves                            10,051,912          1,807,874           16,660              1,938
Walter J. Aspatore                            10,051,912          1,807,874           16,660              1,938
Joseph M. Howell, III                         10,051,912          1,807,873           16,660              1,939

</TABLE>

     Due to the press of work with his employer,  Mr.  Howell  resigned from the
Board of Directors effective July 16, 2001.

     At the Annual Meeting, the stockholders ratified the appointment of Feldman
Sherb & Co., P.C. as independent  accountants  for the year ending June 20, 2001
by the following vote: 10,050,452 shares of Common Stock and 1,802,445 shares of
Series A Preferred  Stock were voted in favor,  5,620 shares of Common Stock and
6,314 shares of Series A Preferred  Stock were voted against,  and 12,500 shares
of Common Stock and 1,053 shares of Preferred Stock were held in abstention.


                                     PART II


ITEM 5.         MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

     The principal market for trading  TekInsight's  common equity is the Nasdaq
Small Cap Market  ("Nasdaq"),  although  TekInsight's  Common  Stock and Class A
Warrants are also traded on the Boston Stock Exchange.


PRICE RANGE OF OUTSTANDING COMMON STOCK

         On December 18, 1992, the Common Stock began trading on Nasdaq and has
been quoted on Nasdaq at all times since that date.

     The following  table sets forth the high and low bid prices for each fiscal
quarter  during the fiscal  years ended June 30,  2000 and 2001,  as reported by
Nasdaq.  Such quotations reflect  inter-dealer  prices,  without retail mark-up,
markdown or commission and do not necessarily represent actual transactions.
<TABLE>
<CAPTION>


         FISCAL YEAR ENDED JUNE 30, 2000                                 HIGH             LOW
<S>                                    <C> <C>                          <C>             <C>
         First quarter ended September 30, 1999                         $4.00           $2.50
         Second quarter ended December 31, 1999                          3.09            2.19
         Third quarter ended March 31, 2000                              6.69            2.38
         Fourth quarter ended June 30, 2000                              4.25            2.81

         FISCAL YEAR ENDED JUNE 30, 2001                                 HIGH             LOW
         First quarter ended September 30, 2000                         $2.81           $2.00
         Second quarter ended December 31, 2000                          1.84             .75
         Third quarter ended March 31, 2001                              1.69             .88
         Fourth quarter ended June 30, 2001                              2.70            1.71

</TABLE>
<PAGE>

     On August 16,  2001,  the last trade price for a share of Common  Stock was
$2.05,  as  reported  on Nasdaq,  and  TekInsight  had more than 300  beneficial
holders  of its  Common  Stock.  TekInsight  estimates  it has in  excess of 300
beneficial holders of its Common Stock.


DIVIDEND POLICY

     TekInsight  has never paid cash  dividends on its Common Stock and does not
anticipate paying cash dividends in the foreseeable  future,  but rather intends
to retain future earnings, if any, for reinvestment in its future business.  Any
future   determination  to  pay  cash  dividends  will  be  in  compliance  with
TekInsight's  contractual  obligations,  and otherwise at the  discretion of the
Board of Directors and based upon TekInsight's  financial condition,  results of
operations,  capital  requirements  and  such  other  factors  as the  Board  of
Directors deems relevant.


RECENT SALES OF UNREGISTERED SECURITIES

         During the fiscal year ended June 30, 2001, the Company issued the
following securities in private offerings exempt from the Securities Act of 1933
under Section 4(2) thereof:

     o    In September  2000,  TekInsight  received an equity  investment  of $3
          million  for 1  million  shares  of  preferred  stock  issued  by  its
          BugSolver subsidiary.  For one year, the shares are convertible at the
          holder's  option for common  shares of  BugSolver at a ratio of 1:1 or
          750,000  shares  of  TekInsight   Common  Stock.  Such  conversion  of
          preferred  stock into  TekInsight  Common Stock was  completed in July
          2001. In connection  with this  financing,  a finder's fee of $150,000
          was paid to a related party plus options to purchase  50,000 shares of
          BugSolver common stock a $3.00 per share during the next five years;

     o    As of September  30, 2000,  TekInsight  issued  129,730  shares of its
          Common Stock to Amtech Associates, Inc. in consideration for a finders
          fee/consulting  services  rendered to Data Systems in connection  with
          the merger of Services and Data Systems;

     o    In March 2001,  TekInsight  sold 2,718,550  shares of its Common Stock
          for $1.00 per share to accredited investors.  In connection with these
          sales, TekInsight paid to a related party a fee of 7% in cash; and

     o    In January 2001,  TekInsight  issued 144,000 warrants and options,  at
          market prices, to accredited investors.

     During the fiscal year ended June 30, 2001,  the Company  issued options to
purchase an aggregate of 1,939,855  shares of its Common Stock at market  prices
pursuant  to the 1992  Employee  Stock  Option  Plan,  options  to  purchase  an
aggregate of 40,000 shares of its Common Stock at market prices  pursuant to the
1997  Non-Employee  Directors'  Stock  Option  Plan,  and options to purchase an
aggregate of 144,000  shares of its Common Stock at market prices outside of the
plans, in each case in exchange for services rendered.

<PAGE>

ITEM 6. SELECTED FINANCIAL DATA

                              TekInsight.Com, Inc.
                             Selected Financial Data
                              Years ended June 30,
                                   in (000's)
<TABLE>
<CAPTION>

                                                           2001        2000       1999        1998        1997
                                                           ----------- ---------- ----------- ----------- -----------
<S>                                                          <C>         <C>        <C>          <C>         <C>
Operating revenues                                           44,910      1,962      1,515        997         455
Loss from continuing operations                             (10,822)    (3,947)      (479)    (1,153)       (608)
Income loss from continuing operations per share               (.63)     (0.25)     (0.03)     (0.11)      (0.06)
Total assets                                                 33,997     12,525     16,488      9,913      18,299
Long term debt                                                 -           -           18        664       4,628
Redeemable preferred stock                                     -           -          -        1,219       1,830
Dividends per share common stock                               -           -          -           -           -
</TABLE>


ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

Forward-Looking Statements

     When used in this Form 10-K and in future  filings by the Company  with the
Securities and Exchange  Commission,  the words or phrases "will likely result",
"the  Company   expects,"  "will  continue,"  "is   anticipated,"   "estimated,"
"project,"  or  "outlook"  or  similar  expressions  are  intended  to  identify
"forward-looking  statements"  within  the  meaning  of the  Private  Securities
Litigation  Reform Act of 1995.  The  Company  wishes to caution  readers not to
place  undue  reliance  on any such  forward-looking  statements,  each of which
speaks only as of the date made.  Such  statements  are subject to certain risks
and  uncertainties  that could cause actual  results to differ  materially  from
historical earnings and those presently anticipated or projected. Such risks and
uncertainties  include, among others, success in reaching target markets for our
services and products and the ability to attract future  customers,  the success
of our business  emphasis,  the success of our product  development  activities,
certain risks associated with the operation of a newly combined entity following
the proposed DMR acquisition,  the impact of government procurement  regulations
on the  agreements to be  transferred  to and to be entered into by the combined
TekInsight-DMR subsidiary, the ability to turn contract backlog into revenue and
net  income  by the  combined  TekInsight-DMR  subsidiary,  the  ability  of the
combined  TekInsight-DMR  subsidiary  to be properly  managed by the current and
future management teams, the continuing desire of state and local governments to
outsource to private contractors the performance of governmental  services,  and
the continuation of general economic and business  conditions that are conducive
to  governmental  outsourcing  of  service  performance.   The  Company  has  no
obligation to publicly release the results of any revisions which may be made to
any forward-looking statements to reflect anticipated or unanticipated events or
circumstances occurring after the date of such statements.

Results of Operations

     The following  table sets forth,  for the periods  indicated,  the relative
percentages that certain income and expense items bear to net sales.

<PAGE>
<TABLE>
<CAPTION>

                                                                     Year Ended June 30,
                                                                     -------------------
                                                                              2001          2000          1999
                                                                              ----          ----          ----
<S>                                                                            <C>          <C>           <C>
         Product Sales                                                         55%             -             -
         Service Sales                                                         45%          100%          100%

         Cost of Product Sales                                                  17             -            -
                                                                                               -            -
         Cost of Service Sales                                                  25            69           46
                                                                                              --           --

         Gross profit                                                           21            31           54

         Selling expense                                                        19             3            3
         General & administrative                                                9           161          221
         Research and development costs                                          7            14           11


         Loss from operations                                                  (24)         (166)        (182)
         Interest income                                                         -            22           39
         Total income (loss) from discontinued operations                        -             6           98

         Net income/(loss)                                                    (24%)         (202)%         67%
                                                                             =====          ======         ===
</TABLE>


Fiscal years ended June 30, 2001 and June 30, 2000

     Revenues for the fiscal year ended June 30, 2001 increased to approximately
$44,910,000  from  approximately  $1,962,000  during  the prior  year,  or a 96%
increase  from the  fiscal  year  ended  June 30,  2000.  These  increases  were
primarily due to the August 14, 2000 merger with Data  Systems.  The revenue mix
of product and services was 55% and 45%, respectively, for the 2001 fiscal year.

     Cost of  revenues  for the fiscal  year ended June 30,  2001  increased  to
approximately  $35,492,000 from approximately  $1,373,000 during the fiscal year
Ended June 30,  2000.  The cost of revenue  percentage  increased to 79% for the
2001 fiscal year from 70.0% during the 2000 fiscal year.  This  increase was due
to the August 14, 2000 merger with Data Systems. The nature of revenues, and the
costs thereof,  has changed  substantially  from the prior year periods compared
above.  During the current fiscal year, revenues are predominately from services
and products sold to government  customers.  The revenues generated from product
sales normally produce a lower gross margin percentage when compared to those of
service revenues. During the prior fiscal year, revenues were predominately from
consulting services rendered by the Company's  development group. For the fiscal
year ended June 30,  2001,  the product  cost of revenue was 82.7% of such sales
and the service costs of revenue were 74.7% of such sales.

     Selling,  general and  administrative  expenses  increased to approximately
$13,389,000  for the  fiscal  year  ended  June  30,  2001,  from  approximately
$3,528,000 for the 2000 fiscal year period.  This increase was due to the August
14,  2000  merger  with  Data  Systems,   which  brought  with  it  a  corporate
infrastructure, including the functions of finance, purchasing, human resources,
sales and marketing. In addition, TekInsight hired outside consultants to assist
in  developing  the  sales  strategy  and  marketing  efforts  needed  to  bring
TekInsight's  products and services to the market. Of such selling,  general and
administrative expenses, stock options issued for services comprised $721,000 of
the total  costs for the fiscal  year ended June 30,  2001 and  $327,000  of the
total costs for the fiscal year ended June 30, 2000.

     Research  and  development  expense for the fiscal year ended June 30, 2001
increased to approximately  $2,945,000 from approximately $276,000 for the prior
fiscal year. The increase is due to the costs  associated with the  enhancements
to the Company's ProductivIT product and the development costs for the Company's
eGovernment modules.  Previously,  TekInsight  capitalized the ProductivIT costs
during the developmental  stage and, now that the product is being introduced to
market, the costs are expensed when incurred.

     Depreciation and amortization expense increased to approximately $2,747,000
for the fiscal year ended June 30, 2001, from approximately $43,000 for the 2000

<PAGE>

fiscal  year.  This  increase  was due to the August 14,  2000  merger with Data
Systems, which resulted in increased amortization expense on intangible assets.

     Interest  income  decreased to  approximately  $112,000 for the fiscal year
ended June 30, 2001, from approximately  $433,000 for the 2000 fiscal year. This
decrease is  attributable to decreased  interest  earned on the  certificates of
deposit investments, resulting from diminished working capital. Interest expense
for the fiscal year ended June 30, 2001 was approximately $592,000. This expense
is a result of the credit  line  facility  acquired  in the August 14, 2000 Data
Systems merger.  See Note 3 "Credit Facility",  to Item 8. Financial  Statements
and Supplementary Data.

     Total other expense  remained  unchanged for the fiscal year ended June 30,
2001, from the prior fiscal year. However, the composition of such costs changed
from year to year. The loss on marketable  securities decreased to $480,000 from
$1,191,000  in the prior year.  During the fiscal year ended June 30, 2001,  the
Company  incurred  interest  expense of  $592,000,  which was not present in the
prior year period due to the  assumption  of the  revolving  line of credit with
Foothill Capital for working capital purposes.

     The net loss of  $10,763,000  for the fiscal  year  ended June 30,  2001 is
primarily  attributed  to the costs of  developing  and  marketing the Company's
ProductivIT product,  without material  corresponding  revenues, and to software
development and market introduction costs for its products.

Fiscal years ended June 30, 2000 and June 30, 1999

     Revenues  for the  fiscal  year  ended June 30,  2000 were  $1,962,000;  an
increase of $448,000,  or 30%, from the fiscal year ended June 30, 1999. Several
factors contributed to this favorable increase.  Revenue associated with several
Internet Web Agreements  signed and the acquisition of Big  Technologies  during
the fiscal year ended contributed  approximately  $1,000,000 and $137,000 of the
increase,  respectively.  Offsetting  this increase was the decrease in revenues
resulting from the decline in sales of the Visual Audit product of approximately
$440,000  for the fiscal  year  ended June 30,  2000.  Revenue  associated  with
professional services decreased by approximately  $310,000 or 31% for the fiscal
year ended June 30, 2000.

     Total  cost of goods  sold for the  fiscal  year  ended  June 30,  2000 was
approximately  $1,373,000,  representing  69% of revenues for the period,  while
total  cost of  goods  sold  for the  fiscal  year  ended  June  30,  1999  were
approximately  $700,000 or 46% of revenue.  This 23%  increase,  as a percent of
revenue, was in part the result of increased  utilization of outside consultants
in completing time sensitive, single occurrence professional services projects.

     Selling, general and administrative expenses for the fiscal year ended June
30, 2000 decreased to $3,545,000  from $3,388,000 for the fiscal year ended June
30,  1999.  Contributing  to the decrease  was a reduction  in  advertising  and
marketing  expenses  associated  with  services  provided  to  various  Internet
organizations  to which  TekInsight  has  determined  it not to be beneficial to
market its products and services.

     In connection with the Azurel notes receivable,  TekInsight has established
reserves for the amounts due in excess of the $1,800,000  collateral  note. This
has caused a reserve of approximately $476,000.

     On January 31,  2000,  Style  declared  bankruptcy  under  Chapter 11. As a
result,  the value of the Style common stock held as marketable  securities  was
reduced to $.01 per share.  The  impairment of the stock value has resulted in a
loss on marketable securities in the amount of approximately $989,000, which has
been recorded as an offset to the valuation  allowance that had previously  been
established  as an  unrealized  loss  on  marketable  securities.  In  addition,
TekInsight  reserved  $500,000  against the  decline in the market  value of the
Style preferred  stock.  These losses have been partially offset by gains in the
sales of other Marketable Securities of approximately $198,000.

     Net interest  income  decreased  for the fiscal year ended June 30, 2000 to
$433,000  from  $590,000 for the fiscal year ended June 30, 1999.  This decrease
was  primarily  due to  decreased  interest  earned on  certificates  of deposit
investments, resulting from diminished working capital invested.

<PAGE>

     The net loss  was  $3,976,000  for the  fiscal  year  ended  June 30,  2000
compared to net income of $986,000 for the fiscal year ended June 30, 1999.  The
loss,  in  relation  to the prior  year,  was  primarily a result of losses from
marketable securities,  as compared to a gain in the prior year, and to the gain
from disposal of operations recorded in fiscal 1999, in the amount of $1,492,000
which is non-recurring.

Liquidity and Capital Resources

     As of June  30,  2001,  TekInsight  had a  working  capital  deficiency  of
approximately $ 4,985,000, compared to working capital of $1,784,000 at June 30,
2000.  This decrease in working  capital was primarily due to the  consolidation
with Data Systems,  as a result of the merger,  and to losses from operations of
approximately  $  10,822,000  for the fiscal  year ended June 30,  2001.  In the
merger,  TekInsight assumed approximately  $7,353,000 in current assets, subject
to current liabilities of approximately $13,765,000.

         In March 2001, TekInsight sold 2,718,550 shares of its common stock for
$1.00 per share.  In connection with this placement, TekInsight paid to a
director a fee of 7% in cash.

     During the fiscal year ended June 30, 2001,  TekInsight  experienced losses
from its ProductivIT marketing,  support and development operations. The initial
version  of this  product  was  introduced  in January  2001.  During the fourth
quarter of its  fiscal  year ended June 30,  2001,  TekInsight  scaled  back its
support and marketing  programs relating to this product.  Marketing efforts are
continuing,  with  several  initial  customers  using  the  product.  TekInsight
anticipates that the revenues derived from its ProductivIT  product will provide
a positive contribution to profits within the next quarter.

     TekInsight  has  eliminated  operations  devoted to the  development of new
software products that are unrelated to the services that it offers to state and
local  governments.  As of June 30, 2001,  TekInsight had accrued  approximately
$350,000 in termination  costs.  Beginning in fiscal 2002,  the cost  reductions
will be approximately $100,000 per month.

     The existing credit facility with Foothill Capital Corporation ("Foothill")
provides for a revolving line of credit not to exceed $15 million. The available
line of  credit at June 30,  2001,  according  to the  collateral  formula,  was
approximately $ 4,648,000 of which $2,503,000 was outstanding.  The parties have
agreed to extend the existing agreement, as amended, for a term ending March 31,
2002.

     On January 2, 2001, TekInsight entered into a one-year employment agreement
with its Chief Executive Officer. The agreement includes a base salary and other
provisions  for  termination  and  change  in  control.  Under  the terms of the
agreement,  TekInsight  issued stock options to the executive for 400,000 shares
of its common stock, and made a loan for $170,000.

         On July 28, 2000, a judgment was entered against Data Systems in favor
of J. Alan Moore of $572,000. The judgment has been appealed and the Company is
currently in negotiations with the plaintiff on settlement terms.

     On November 3, 2000, TekInsight entered into an agreement to purchase 19.9%
of the equity of LaborSoft  Corporation  ("LaborSoft").  TekInsight is currently
negotiating the ongoing terms of its relationship with LaborSoft.  Certain terms
of  the  investment  and  partnership,   relating  to  the  in-kind  investment,
terminated on March 31, 2001. TekInsight has continued to provide infrastructure
services to LaborSoft on a fee for service  basis.  TekInsight  will continue to
act as a non-exclusive  reseller of the LaborSoft products. As of June 30, 2001,
TekInsight  had  capitalized  approximately  $456,000  of the  investment  costs
associated  with  LaborSoft,  which were  provided  in  exchange  for the equity
received.

     In  connection  with  the  acquisition  of  DMR,  the  Company  is  seeking
additional equity financing of approximately $15 million. TekInsight has entered
into  an  investment  banking   relationship  with  respect  to  obtaining  such
financing.  Although  there is no guarantee  that such equity  financing will be
consummated,  TekInsight believes that additional  equity-based  funding will be
secured at the time that the DMR acquisition is consummated.

     The  Company  may expand the scope of its  product  offerings  by  pursuing
acquisition  candidates with complementary  technologies,  services or products.

<PAGE>

Should the Company commence such acquisitions, it would finance the transactions
with its working  capital and equity  securities.  The Company  would attempt to
secure additional  funding,  including equity financing where  appropriate,  for
acquisitions.

     The  Company  has had  recurring  losses  from  continuing  operations  and
negative cash flows from operations. Such losses have been funded primarily from
cash  received  from sales of stock and cash  received  in 1999 from the sale of
discontinued  operations.  Management's  current plans include the sale of up to
$3,000,000 of debt through a recent  agreement  with a placement  agent who is a
related party. In addition,  the Company expects to collect  $1,500,000 from the
note receivable it holds. If additional  funds are necessary,  the Company would
consider liquidating some or all of its marketable  securities and seeking other
forms of financing.  Based on these current plans,  TekInsight  believes that it
has sufficient cash resources and liquidity to meet its  anticipated  short-term
and long-term capital needs.

Recent Accounting Standards

     In July 2001 the Financial  Accounting  Standards Board issued Statement of
Financial Accounting Standards (SFAS) No. 141, "Business Combinations," and SFAS
No.  142,  "Goodwill  and  Other  Intangible  Assets."  These  standards  become
effective  for fiscal years  beginning  after  December 15, 2001.  The new rules
require business combinations  initiated after June 30, 2001 to be accounted for
using the purchase  method of accounting  and goodwill  acquired  after June 30,
2001 will not be amortized.  Under SFAS 142, the Company would  discontinue  the
periodic  amortization  of  goodwill  effective  with  the  adoption  of the new
Statement.  Also,  the Company  would have to test any  remaining  goodwill  for
possible   impairment   within  six  months  of  adopting  the  Statement,   and
periodically  thereafter,  based  on new  valuation  criteria  set  forth in the
Statement.   Further,   the  Statement  has  new  criteria  for  purchase  price
allocation.  The Statement  becomes  effective in fiscal 2003 and the Company is
considering early adoption in fiscal 2002. Based on acquisitions completed as of
June 30, 2001, application of the goodwill non-amortization  provisions of these
rules are  expected  to result  in a  reduction  to  expenses  of  approximately
$425,000 for fiscal year 2002.


Factors That May Affect Future Results

     The following factors,  among others,  could cause actual results to differ
materially from those contained in forward-looking statements in this Form 10-K.

     Inability to obtain additional financing,  if needed, may make it difficult
for us to execute our business  plan and continue in  operation.  Our ability to
succeed  depends in part on our ability to finance the operation of our business
due to our  recurring  losses  and  negative  cash  flows  from  operations.  We
currently anticipate that if the net proceeds from currently proposed financings
through a $3,000,000 loan from and collection of a $1,500,000  note  receivable,
together  with  our  existing  cash  balances,  are not  sufficient  to meet our
liquidity  needs,  support our future  expansion needs and achieve our strategic
goals, we may require  additional  funds. If adequate funds are not available on
acceptable  terms,  we may not be able to sustain our ongoing  operations  or to
take  advantage  of market  opportunities,  develop or enhance new  services and
products,  pursue  acquisitions  that would complement our existing services and
products offerings or execute our business strategy.

     Dependence  on  Contracts  with  Government  Agencies.  The majority of our
revenues  were  derived  from  sales to  government  agencies.  Such  government
agencies may be subject to budget cuts or budgetary  constraints  or a reduction
or  discontinuation  of funding.  A significant  reduction  inunds available for
government  agencies to  purchase  professional  services  would have a material
adverse effect on our business, financial condition and results of operations.

     Inability to Attract and Retain  Professional  Staff Necessary for Existing
and Future  Projects.  If we are  unable to  attract,  retain and train  skilled
employees,  such  inability  could impair our ability to  adequately  manage and
staff our existing  projects and to bid for or obtain new projects,  which would
have a material adverse effect on our business,  financial condition and results
of  operations.  In addition,  the failure of our employees to achieve  expected
levels of performance  could adversely affect our business.  Our success depends
in large part upon our ability to attract,  retain,  train,  manage and motivate
skilled  employees,  particularly  project  managers and other senior  technical
personnel.  There is  significant  competition  for  employees  with the  skills
required to perform the  services we offer.  In  particular,  qualified  project

<PAGE>

managers and senior  technical  and  professional  staff are in great demand and
competition  for such persons is likely to  increase.  There can be no assurance
that a sufficient number of skilled employees will continue to be available,  or
that we will be successful  in training,  retaining  and  motivating  current or
future employees.

     Substantial  Competition in the IT and Consulting Services Markets.  The IT
and  consulting  services  markets  are  highly  competitive  and are  served by
numerous international, national and local firms. There can be no assurance that
we will be able to compete  effectively  in these markets.  Market  participants
include systems consulting and integration firms,  including national accounting
firms and related  entities,  the  internal  information  systems  groups of our
prospective clients,  professional services companies,  hardware and application
software  vendors,  and divisions of large integrated  technology  companies and
outsourcing  companies.  Many of these  competitors have  significantly  greater
financial, technical and marketing resources, generate greater revenues and have
greater name  recognition  than we do. In  addition,  there are  relatively  low
barriers  to entry  into the IT and  consulting  services  markets,  and we have
faced, and expect to continue to face, additional  competition from new entrants
into the IT and consulting services markets.

     Potential  Failure to Identify,  Acquire or Integrate New  Acquisitions.  A
component of our business  strategy is to expand our presence in new or existing
markets by acquiring additional businesses. As described above, we are currently
proposing to merge with DMR.  There can be no assurance  that we will be able to
identify,  acquire or  profitably  manage  additional  businesses  or  integrate
successfully any acquired businesses without substantial expense, delay or other
operational  or  financial  problems.  Acquisitions  involve a number of special
risks, including the diversion of management's attention,  failure to retain key
personnel, increased general and administrative expenses, client dissatisfaction
or  performance   problems  with  an  acquired   firm,   assumption  of  unknown
liabilities, and other unanticipated events or circumstances. Any of these risks
could have a material  adverse effect on our business,  financial  condition and
results of operations.

     Dependence  on Key  Personnel.  Our success  depends in large part upon the
continued  services of a number of key employees.  Although we have entered into
employment agreements with certain key employees,  these employees and other key
employees who have not entered into  employment  agreements may terminate  their
employment at any time.  The loss of the services of any key employee could have
a material  adverse effect on our business.  In addition,  if one or more of our
key employees resigns to join a competitor or to form a competing  company,  the
loss of such personnel and any resulting  loss of existing or potential  clients
to any such  competitor  could have a material  adverse  effect on our business,
financial condition and results of operations.


ITEM 7A.      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 interest rates on its short-term investments.


Interest Rate Sensitivity.

     The Company  maintains a portfolio of cash  equivalents  and investments in
short-term securities, including certificates of deposit and money market funds.
These  available-for-sale  securities  are subject to interest rate risk and may
fall in value if market  interest  rates  increase.  We  anticipate  having  the
ability to hold our fixed income  investments  until maturity,  and therefore do
not expect our operating results or cash flows to be affected to any significant
degree  by the  effect  of a  sudden  change  in  market  interest  rates on our
securities portfolio.




<PAGE>




ITEM 8.       FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

                      TEKINSIGHT.COM, INC. AND SUBSIDIARIES

                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

                                  JUNE 30, 2001


                                                                     Page Number

INDEPENDENT AUDITORS' REPORT                                                F- 1

CONSOLIDATED BALANCE SHEETS AS OF
JUNE 30, 2001 AND 2000                                                      F- 2

CONSOLIDATED STATEMENTS OF OPERATIONS AND
COMPREHENSIVE INCOME (LOSS) FOR THE YEARS
ENDED JUNE 30, 2001, 2000 AND 1999                                          F- 3

CONSOLIDATED STATEMENT OF CHANGES IN
STOCKHOLDERS' EQUITY FOR THE YEARS ENDED
JUNE 30, 2001, 2000 AND 1999                                                F- 4

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEARS ENDED JUNE 30, 2001, 2000 AND 1999                          F- 5-6

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                               F- 7-14



<PAGE>




INDEPENDENT AUDITORS' REPORT

To the Shareholders and
Board of Directors
Tekinsight.com, Inc.

We have audited the accompanying  consolidated balance sheets of TekInsight.com,
Inc. and  Subsidiaries as of June 30, 2001 and 2000, and the related  statements
of operations,  comprehensive income (loss), changes in stockholders' equity and
cash flows for the years ended June 30,  2001,  2000 and 1999.  These  financial
statements   are  the   responsibility   of  the   Company's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

We conducted our audits in accordance with generally accepted auditing standards
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all  material  respects,  the  financial  position of  TekInsight.com,  Inc. and
Subsidiaries  as of June 30, 2001 and 2000 and the results of its operations and
its cash flows for the years ended June 30,  2001,  2000 and 1999 in  conformity
with generally accepted accounting principles in the United States of America.

The accompanying  financial  statements have been prepared  assuming the Company
will  continue as a going  concern.  As discussed in Note 1 (b) to the financial
statements,   the  Company  has  suffered   recurring   losses  from  continuing
operations,  and has a working capital deficiency of approximately $5,000,000 at
June 30, 2001, which raise  substantial doubt about its ability to continue as a
going concern.  Management's  plans in regard to these  matters,  which includes
amongst other things,  the raising of additional  debt and/or  equity,  are also
discussed in Note 1 (b). The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.


                                                /S/ FELDMAN SHERB & CO., P.C.
                                                    Feldman Sherb & Co., P.C.
                                                    Certified Public Accountants


September 21, 2001
New York, New York



<PAGE>



                      TEKINSIGHT.COM, INC. AND SUBSIDIARIES
                      -------------------------------------
                           CONSOLIDATED BALANCE SHEETS
                           ----------------------------
                        (in thousands, except share data)
<TABLE>
<CAPTION>
                                         ASSETS                                                  June 30,
                                         ------                                         -------------------------------
                                                                                           2001              2000
                                                                                        -------------     -------------
CURRENT ASSETS:
<S>                                                                                  <C>               <C>
      Cash (including restricted cash of $804 at June 30, 2001)                      $         1,309   $         3,961
      Accounts receivable, net of allowance for doubtful accounts of $205 and $124             6,835               349
      Inventories                                                                              1,617                 -
      Prepaid expenses and other assets                                                          424               380
      Note receivable                                                                          1,500                 -
      Other receivables                                                                          870                 -
                                                                                        -------------     -------------
               TOTAL CURRENT ASSETS                                                           12,555             4,690

NOTE RECEIVABLE                                                                                    -             1,800

INVESTMENTS - Marketable Securities                                                              846             3,629

PROPERTY AND EQUIPMENT, net of accumulated depreciation of $2,056 and $80                        669               112

GOODWILL, net of accumulated amortization of $398 and $13                                      8,466             1,148

CAPITALIZED SOFTWARE COSTS, net of accumulated depreciation of $1,175                            914             1,100

      ACQUIRED CUSTOMER LIST, net of accumulated amortization of $1,351                        9,459                 -

PURCHASED SOFTWARE, net of accumulated depreciation of $152                                      538                 -

INVESTMENT IN COMPANY                                                                            356                 -

DEPOSITS AND OTHER ASSETS                                                                        194                46
                                                                                        -------------     -------------
                                                                                     $        33,997   $        12,525
                                                                                        =============     =============
                          LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
      Accounts payable                                                               $         8,821   $           769
      Line of Credit                                                                           2,503                 -
      Accrued expenses                                                                         3,163               415
      Deferred Maintenance Revenue                                                             1,261                 -
      Audit assessment                                                                         1,792             1,722
                                                                                        -------------     -------------
               TOTAL CURRENT LIABILITIES                                                      17,540             2,906
                                                                                        -------------     -------------
COMMITMENTS AND CONTINGENCIES

MINORITY INTEREST IN SUBSIDIARY                                                                  222                 -
                                                                                        -------------     -------------
STOCKHOLDERS' EQUITY:
      Preferred stock, $.0001 par value, 10,000,000 shares authorized and
      2,189,800 shares issued and outstanding as of June 30, 2001                                  1                 -
      Common stock, $.0001 par value, 100,000,000 shares authorized and 19,470,346
        shares and 16,293,620 shares issued and outstanding as of June 30, 2001 and
        June 30, 2000, respectively                                                                2                 2
      Additional paid-in capital                                                              40,060            20,764
      Unrealized (loss) gain on securities                                                     (954)               964
      Accumulated deficit                                                                   (22,874)          (12,111)
                                                                                        -------------     -------------
               TOTAL STOCKHOLDERS' EQUITY                                                     16,235             9,619
                                                                                        -------------     -------------
               TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                            $        33,997   $        12,525
                                                                                        =============     =============
</TABLE>
                 See notes to consolidated financial statements
                                      F-2
<PAGE>
                      TEKINSIGHT.COM, INC. AND SUBSIDIARIES
                      -------------------------------------
      CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
      ---------------------------------------------------------------------
                        (in thousands, except share data)
<TABLE>
<CAPTION>
                                                                                Year Ended June 30,
                                                                   ----------------------------------------------
                                                                        2001             2000            1999
                                                                   -------------     ------------   -------------
REVENUES
<S>                                                                      <C>      <C>
      Product Revenues                                             $     24,650   $            -    $          -
      Service Revenues                                                   20,260            1,962           1,515
                                                                   -------------     ------------   -------------
      TOTAL REVENUES                                                     44,910            1,962           1,515
                                                                   -------------     ------------   -------------
COST OF REVENUES
     Cost of Products                                                    20,371                -               -
      Cost of Services                                                   15,121            1,373             700
                                                                   -------------     ------------   -------------
      TOTAL COST OF REVENUES                                             35,492            1,373             700
                                                                   -------------     ------------   -------------
GROSS PROFIT                                                              9,418              589             815
                                                                   -------------     ------------   -------------
OPERATING EXPENSES:
      Selling costs                                                       8,614               59              45
      General and administrative expenses (exclusive of
          non-cash charges for options and warrants shown below)          4,054            3,142           3,343
      Non-cash charges for options and warrants                             721              327               -
      Research and development                                            2,945              276             162
      Depreciation and amortization                                       2,747               43              23
                                                                   -------------     ------------   -------------
      TOTAL OPERATING EXPENSES                                           19,081            3,847           3,573
                                                                   -------------     ------------   -------------
LOSS FROM OPERATIONS                                                     (9,663)          (3,258)         (2,758)
                                                                   -------------     ------------   -------------
OTHER INCOME (EXPENSE)
Gain (loss) on marketable securities                                       (480)          (1,191)          1,689
Equity interest in loss of investee                                        (100)               -               -
Interest expense                                                           (592)               -               -
Interest income                                                             112              433             590
Other income (expense), net                                                (175)            (476)              -
                                                                   -------------     ------------   -------------
      TOTAL OTHER INCOME (EXPENSE)                                       (1,235)          (1,234)          2,279
                                                                   -------------     ------------   -------------
LOSS FROM CONTINUING OPERATIONS BEFORE
   INCOME TAXES                                                         (10,898)          (4,492)           (479)
INCOME TAX BENEFIT                                                          (76)            (545)              -
                                                                   -------------     ------------   -------------
LOSS FROM CONTINUING OPERATIONS                                         (10,822)          (3,947)           (479)
                                                                   -------------     ------------   -------------
DISCONTINUED OPERATIONS
      Gain (loss) from discontinued operations, net of
        applicable  income taxes of $149 in 2000                             59              (29)              -
      Gain from disposal, including operating losses, through
        disposal date, of $1,489 (less applicable income taxes
        of $1,104)                                                            -                -           1,492
                                                                   -------------     ------------   -------------
TOTAL INCOME (LOSS) FROM DISCONTINUED OPERATIONS
                                                                             59             (29)           1,492
                                                                   -------------     ------------   -------------
NET INCOME (LOSS)                                                   $   (10,763)  $       (3,976)   $      1,013

PREFERRED STOCK DIVIDENDS                                           $         -                -    $       (27)
                                                                   -------------     ------------   -------------
NET INCOME (LOSS) APPLICABLE TO COMMON
      SHAREHOLDERS                                                  $  (10,763)   $      (3,976)    $        986
                                                                   =============     ============   =============
NET INCOME (LOSS) PER SHARE:
      Continued                                                     $    (0.63)   $       (0.25)    $     (0.03)
      Discontinued                                                  $    (0.00)           (0.00)    $       0.10
                                                                   -------------     ------------   -------------
NET LOSS PER SHARE - basic and diluted                              $    (0.63)   $       (0.25)    $       0.07
                                                                   =============     ============   =============
WEIGHTED AVERAGE NUMBER OF SHARES USED IN
      COMPUTATION                                                    17,168,883       15,878,749      14,728,969
                                                                   ============      ===========    =============
NET INCOME (LOSS)                                                   $  (10,763)   $      (3,976)    $      1,013

OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX
      Unrealized (loss) gain on available-for-sale securities       $   (1,918)   $      (1,482)    $      2,447
                                                                   -------------     ------------   -------------
COMPREHENSIVE INCOME (LOSS)                                         $  (12,681)   $      (5,458)    $      3,460
                                                                   =============     ============   =============
</TABLE>
                 See notes to consolidated financial statements     F-3
<PAGE>

                      TEKINSIGHT.COM, INC. AND SUBSIDIARIES
                      --------------------------------------
            CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
            ---------------------------------------------------------
                                 (in thousands)
<TABLE>
<CAPTION>
                                                                                               Unrealized                   Total
                                          Preferred Stock        Common Stock      Additional  Gain (Loss) Accumulated Stockholders'
                                         ------------------    ------------------    Paid-in        On         Deficit      Equity
                                         Shares     Amount     Shares     Amount     Capital    Securities
                                         -------    -------    -------    -------    -------    ----------   ----------    --------
<S>            <C> <C>                    <C>    <C>           <C>     <C>        <C>        <C>               <C>      <C>
Balance - June 30, 1998                   1,000  $     505     12,020  $       1  $  14,115  $          -      (9,121)  $    5,500
      Shares issued upon converting
         Redeemable Series
         "A" Preferred Stock                                    1,363          -      1,150                                  1,150
      Shares issued in connection with
         private offering                                         137          -        205                                    205
      Shares issued to employees in
         connection with termination
         of Employment Agreements                                 168          -        168                                    168
      Shares issued to an employee in
         connection with exercise
         of stock options                                          84          -         85                                     85
      Shares issued in connection with
         Stock Purchase Agreement                                  31          -         75                                     75
      Shares of Common Stock exchanged
         with ViewCast                                          1,240          1      1,999                                  2,000
      Changes in unrealized gain (loss)
         on securities available-for-sale                                                           2,447                    2,447
      Shares issued in connection with
         Repayment of Promissory Note                              20          -
      Shares of Common Stock exchanged
         with Diplomat                                            286          -      1,000                                  1,000
      Dividends paid on Preferred Stock
         Series "A"                                                                                                (27)        (27)
      Net Income                                                                                                 1,013       1,013
                                         -------    -------    -------    -------    -------    ----------   ----------    --------
Balance - June 30, 1999                   1,000        505     15,349          2     18,797         2,447       (8,135)     13,616

      Shares issued upon converting
         Redeemable Series
           "B" Preferred Stock           (1,000)      (505)       500          -        505
      Options exercised for cash                                   65          -         85                                     85
      Shares issued in connection with
         acquisition of Big
         Technologies, Inc.                                       380          -      1,050                                  1,050
      Changes in unrealized gain (loss)
         on securities
           Available-for-sale                                                                     (1,483)                   (1,483)
      Options issued in connection with
         consulting agreements                                                          327                                    327
      Net Loss                                                                                                  (3,976)     (3,976)
                                         -------    -------    -------    -------    -------    ----------   ----------    --------
Balance - June 30, 2000                       -          -     16,294          2     20,764           964     (12,111)       9,619

      Shares issued in connection with
         the acquisition of Data Systems
         Network Corporation              2,190          1                           12,500                                 12,501
      Shares issued in connection with
         the payment of the finders fee
         as a result of the
         Data Systems acquisition                                 130          -        300                                    300
      Shares issued in connection with
         the exercise of employee stock options                   250          -        337                                    337
      Shares issued in connection with
         the acquisition of Big Technologies, Inc.                 78          -        217                                    217
       Options issued in connection with
         consulting agreements                                                          779                                    779
      Shares issued in connection with
         private offering                                       2,718          -      2,718                                  2,718
      Finders fee from private offering                                                (183)                                  (183)
      Shares issued in connection with
         BugSolver, Inc. private offering                                             3,000                                  3,000
      Finders fee from BugSolver, Inc.
         private offering                                                              (150)                                  (150)
      Minority interest in BugSolver,
         Inc. subsidiary                                                               (222)                                  (222)
      Changes in unrealized gain (loss)
         on securities available-for-sale                                                          (1,918)                  (1,918)
      Net Loss                                                                                                (10,763)     (10,763)
                                         -------    -------    -------    -------    -------    ----------   ----------    --------
Balance - June 30, 2001                   2,190   $      1  $  19,470  $       2  $  40,060  $      (954)  $  (22,874)  $   16,235
                                         =======    =======    =======    =======    =======    ==========   ==========    ========
</TABLE>
               See notes to consolidated financial statements     F-4

<PAGE>



                      TEKINSIGHT.COM, INC. AND SUBSIDIARIES
                      -------------------------------------
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                      -------------------------------------
                                 (in thousands)
<TABLE>
<CAPTION>
                                                                                                   Year Ended June 30,
                                                                                         ----------------------------------------
                                                                                            2001           2000          1999
                                                                                         -----------     ---------     ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                                   <C>             <C>           <C>
     Net income (loss)                                                                $    (10,763)   $   (3,976)   $      1,013
                                                                                         -----------     ---------     ----------
     Adjustments to reconcile net income (loss) to net cash used in operating
     activities:
         Depreciation and amortization                                                        2,037           43              23
         Amortization of deferred finance costs and debt discount                                 -            -             106
         Amortization of capitalized software costs                                             473          316             313
         Write-down of capitalized software costs                                               237          266               -
         Reserve for valuation of note receivable                                               300          476               -
         Other non-cash                                                                           -            -             327
         Loss (gain) on marketable securities                                                   480        1,191          (1,690)
         Gain on sale of note                                                                     -            -          (3,300)
         Loss from minority interest in subsidiary                                              100            -               -
         Options paid for services                                                              721          327               -

     Changes in operating assets and liabilities:
         Increase in accounts receivable                                                    (1,551)         (303)            (34)
         Decrease in interest receivable                                                          -           25             250
         Increase in refund receivable                                                            -          (70)              -
         Additions to capitalized software costs                                              (287)         (591)              -
         Increase in prepaid expenses                                                         (606)         (280)            (30)
         Increase in deferred finance costs                                                       -            -            (108)
         Decrease in deposits and other assets                                                  109            3               -
         Increase (Decrease) in accounts payable                                              2,836          348             (29)
         Increase in deferred maintenance and interest                                           67           11
         Increase in state audit reserve                                                         70          323             700
         (Decrease) Increase in accrued expenses                                            (1,930)           48             (25)
         (Decrease) Increase in income tax payable                                                -         (628)            628
         Decrease in accrued termination costs                                                    -          (67)           (784)
                                                                                         -----------     ---------     ----------
              Total adjustments                                                               3,056        1,438          (3,653)
                                                                                         -----------     ---------     ----------
         NET CASH USED IN OPERATING ACTIVITIES                                               (7,707)      (2,538)         (2,640)
                                                                                         -----------     ---------     ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
     Cash received from purchase of subsidiary                                                1,313
     Cash proceeds from the sale of securities                                                    -           519          2,740
     Cash disbursements for the purchase of securities                                          (90)       (1,255)             -
     Capital expenditures                                                                      (551)          (70)          (719)
     Net cash paid for acquisition                                                             (456)         (150)             -
     Collection on note receivable                                                                -             -          9,300
     Redeemed convertible preferred stock                                                         -             -         (1,000)
     Decrease in note receivable                                                                  -          (248)        (2,028)
                                                                                         -----------     ---------     ----------
         NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES                                    216       (1,204)          8,293
                                                                                         -----------     ---------     ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
     Decrease in notes payable                                                                    -             -           (145)
     Issuance of related party loans                                                          (220)             -           (163)
     Proceeds from debt financing                                                                 -             -            183
     Net repayments under bank line of credit                                                 (664)             -              -
     Repayment of long-term debt                                                                  -             -           (664)
     Issuance of subsidiary securities, net of expenses                                       2,851             -              -
     Issuance of Common Stock, net of expenses                                                2,872            85             206
     Dividends paid on Series A Preferred Stock                                                   -             -            (27)
                                                                                         -----------     ---------     ----------
         NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES                                  4,839            85           (610)
                                                                                         -----------     ---------     ----------
NET (DECREASE) INCREASE IN CASH                                                              (2,652)       (3,657)         5,043

CASH AT BEGINNING OF YEAR                                                                     3,961         7,618          2,575
                                                                                         -----------     ---------     ----------
CASH AT END OF YEAR                                                                   $       1,309   $     3,961   $      7,618
                                                                                         ===========     =========     ==========
</TABLE>
                 See notes to consolidated financial statements
                                      F-5
<PAGE>



                      TEKINSIGHT.COM, INC. AND SUBSIDIARIES
                      -------------------------------------
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                      -------------------------------------
                        (in thousands, except share data)

<TABLE>
<CAPTION>

                                                                                                   Year Ended June 30,
                                                                                          ---------------------------------------
                                                                                            2001           2000          1999
                                                                                            ----           ----          ----

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

<S>                                                                                    <C>            <C>           <C>
Cash paid for interest                                                                 $        592   $         -   $         85

Cash paid for income taxes                                                             $          -   $       314   $        476

SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING AND INVESTING

     ACTIVITIES:

     Convertible notes converted to common stock                                       $          -   $         -   $         20


     Redeemable preferred stock converted to common stock                              $          -   $       505   $      1,150

     Private offering of common stock                                                  $          -   $         -   $        205

     Issuance of common stock in conjunction with termination of employment            $          -   $         -   $        253
     contracts

     Issuance of common stock in conjunction with retirement of debt                   $          -   $         -   $         75

     Issuance of common stock in conjunction with acquisition of company               $        517   $     1,050   $      2,295

     Exchange of common stock with another company's common stock                      $          -   $         -   $      2,000

     Exchange of preferred stock in conjunction with acquisition of company            $     12,500   $         -   $          -

     Payment of acquisition costs with common stock                                    $        300             -              -

     Exchange of common stock with another company's common stock                      $          -   $         -   $      1,000

</TABLE>

                 See notes to consolidated financial statements

                                      F-6
<PAGE>



                      TEKINSIGHT.COM, INC. AND SUBSIDIARIES
                      -------------------------------------
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   -------------------------------------------

1.       ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
         ------------------------------------------------
       A.  Organization  Summary -  TekInsight.com,  Inc.  ("TekInsight")    was
          initially  incorporated  in Delaware on May 27, 1989 as Universal Self
          Care, Inc.  Universal  supplied and distributed both  prescription and
          non-prescription   medications  and  durable  medical   equipment  and
          supplies  principally  to  persons  suffering  from  diabetes.   These
          businesses  were sold in January 1998 and the Company changed its name
          to Tadeo Holdings,  Inc. In November 1999 the Company changed its name
          to TekInsight.

          TekInsight is a professional services firm specializing in information
          technology  solutions  for state and local  government  organizations.
          TekInsight  operates its business  through  three  strategic  business
          units:  TekInsight Services,  Inc. ("Services"),  BugSolver.com,  Inc.
          ("ProductivIT")   and  TekInsight   Research  and  Development,   Inc.
          ("Research").  TekInsight is involved in the  development  of computer
          software  products  and the  provision  of  services  for the  design,
          management and support of distributed client/server and Internet-based
          network systems. TekInsight provides consulting, technical and related
          services  to state and local  government  clients  for the  upgrade of
          existing systems as well as the improvement of transactions with their
          citizenry,   through  Internet  sites  that  interface  with  database
          systems.

          Depending  upon the  context,  the term  TekInsight  refers  to either
          TekInsight alone, or TekInsight and one or more of its subsidiaries.

          TekInsight is the parent  corporation  for the following  wholly owned
          subsidiaries that have  discontinued  operations:  Physicians  Support
          Services, Inc., a California corporation; Clinishare Diabetes Centers,
          Inc. d/b/a SugarFree Centers, Inc.; and USC-Michigan, Inc., a Michigan
          corporation  and  its  wholly  owned  subsidiary,  PCS,  Inc.-West,  a
          Michigan Corporation.

    B.    Basis  of  Presentation  -  The  accompanying  consolidated  financial
          statements have been prepared  assuming that the Company will continue
          as a  going  concern.  The  Company  has  had  recurring  losses  from
          continuing  operations and negative cash flows from  operations.  Such
          losses have been funded  primarily  from cash  received  from sales of
          stock  and  cash  received  in 1998  from  the  sale  of  discontinued
          operations.  In addition, the Company has a working capital deficiency
          of  approximately  $5,000,000 at June 30, 2001.  Management's  current
          plans  include the sale of up to  $3,000,000  of debt through a recent
          agreement with a placement  agent,  who is a related  party,  of which
          $307,000 has been  received  through  September 21, 2001. In addition,
          the Company expects to collect  $1,500,000 from the note receivable it
          holds. If additional  funds are necessary,  the Company would consider
          liquidating  some or all of its  marketable  securities and seek other
          forms of financing.  The recovery of assets and continuation of future
          operations  are  dependent  upon  the  Company's   ability  to  obtain
          additional  debt or  equity  financing  and its  ability  to  generate
          revenues  sufficient  to  sustain  its  operations.  The  accompanying
          consolidated financial statements do not included any adjustments that
          might be necessary should the Company be unable to continue as a going
          concern.

                                      F-7
<PAGE>

    C.    Principles of  Consolidation  - The financial  statements  include the
          accounts  of the  Company  and  its  wholly  owned  subsidiaries.  All
          significant inter-company transactions have been eliminated.

    D.    Revenue Recognition - The Company licenses software to end users under
          license agreements. The Company recognizes revenues in accordance with
          Statement  of Position  97-2 ("SOP  97-2") as amended by  Statement of
          Position  98-9  ("SOP  98-9"),  issued by the  American  Institute  of
          Certified Accountants. Under SOP 97-2, revenue from software licensing
          is recognized  upon shipment of the software  provided that the fee is
          fixed  or  determinable  and that  collectability  of the  revenue  is
          probable. If an acceptance period is required, revenues are recognized
          upon the  earlier of  customer  acceptance  or the  expiration  of the
          acceptance  period  unless  some  additional   performance  target  is
          mandated.  In the latter case, revenue is recognized upon satisfaction
          of  that  target,  as  defined  in  the  applicable  software  license
          agreement.  SOP  98-9  amends  certain  aspects  of  97-2  to  require
          recognition  of revenue  using the  "residual  method"  under  certain
          circumstances.

          In December 1999, the United States Securities and Exchange Commission
          released Staff Accounting  Bulletin No. 101 ("SAB No. 101"),  "Revenue

          Recognition in Financial Statements".  (The implementation date of SAB
          101, was subsequently amended by SAB 101A and SAB 101B.) Under SAB 101
          additional  guidance on revenue  recognition  and  related  disclosure
          requirements are required.  Implementation  of SAB No. 101 is required
          no later than the fourth  fiscal  quarter  of fiscal  years  beginning
          after  December  15,  1999,  but  is  effective  retroactively  to the
          beginning of that fiscal period (per SAB 101B). Company management has
          evaluated the standard and the reporting implications thereof, and has
          determined  that  there  is no  significant  impact  on the  Company's
          operating results.

    E.    Property and  Equipment - Property and equipment is stated at cost and
          is  depreciated  on a  straight-line  basis over the estimated  useful
          lives of the assets.  Leasehold  improvements  are amortized  over the
          term of their respective  leases or service lives of the improvements,
          whichever is shorter.

    F.    Income  (loss) per Common  Share - Basic  earnings  per share has been
          calculated  based upon the weighted  average  number of common  shares
          outstanding.  Convertible  preferred stock,  options and warrants have
          been excluded as common stock  equivalents in the diluted earnings per
          share  because  they are either  antidilutive,  or their effect is not
          material. Total shares issued if outstanding options and warrants were
          exercised  net of  repurchased  shares  at the  yearly  average  price
          amounts to 679,587  shares and 913,892 shares for fiscal 2001 and 2000
          respectively.

    G.    Estimates - The preparation of financial statements in conformity with
          generally accepted  accounting  principles requires management to make
          estimates and assumptions  that effect the reported  amounts of assets
          and liabilities and 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.  Actual  results
          could differ from those estimates.

    H.    Cash and Cash  Equivalents  - The Company  considers all highly liquid
          temporary cash investments  with an original  maturity of three months
          or less when purchased, to be cash equivalents.

    I.    Stock Based  Compensation  - The Company  accounts for employee  stock
          transactions  in accordance  with APB Opinion No. 25,  "Accounting For
          Stock  Issued To  Employees."  The Company  has  adopted the  proforma
          disclosure requirements of Statement of Financial Accounting Standards
          No. 123, "Accounting For Stock-Based Compensation."

    J.    Fair Value of Financial Instruments - The carrying amounts reported in
          the balance sheet for cash,  trade  receivables,  accounts payable and
          accrued  expenses  approximate  fair  value  based  on the  short-term
          maturity of these instruments.

    K.    Impairment of Long-Lived  Assets - Long-lived  assets and  intangibles
          are   reviewed   for   impairment   whenever   events  or  changes  in
          circumstances indicate that the carrying amount of an asset may not be
          recoverable.  Recoverability of assets to be held and used is measured
          by a comparison of the carrying amount of the assets to the future net
          cash flows expected to be generated by the assets.  If such assets are
          considered to be impaired, the impairment to be recognized is measured
          by the amount by which the carrying  amount of the assets  exceeds the
          fair value of the assets.  At June 30, 2001, the Company believes that
          there has been no impairment of its long-lived assets.
                                       F-8
<PAGE>
    L.    Goodwill  - The cost in excess  of net  assets  acquired(Goodwill)  is
          amortized  using the  straight-line  method over 20 years which is the
          estimate of future periods to be benefited

    M.    Capitalized  Software  Costs  - The  Company  accounts  for  costs  of
          developing  computer software for sale in accordance with Statement of
          Financial  Accounting  Standards No. 86,  "Accounting for the Costs of
          Computer  Software to be Sold,  Leased or Otherwise  Marketed",  under
          which  costs  incurred  prior  to  the  establishment  of a  product's
          technological feasibility are expensed as research and development and
          costs incurred from the point of technological feasibility through the
          point that a product is ready for market are capitalized and amortized
          in the greater of the  relations  that  revenues  earned bear to total

          expected  revenues over the life of the product or straight-line  over
          the life of the  product.  Capitalized  software  costs are  evaluated
          periodically  and written down to net realizable value when necessary.
          Amortization of capitalized  software costs for the periods ended June
          30,  2001,  2000,  and 1999  were  $710,000,  $552,000  and  $313,000,
          respectively.

    N.    Comprehensive  Income - The Company has adopted Statement of Financial
          Accounting  Standards  No. 130 ("SFAS  130)  "Reporting  Comprehensive
          Income".  Comprehensive  income is comprised of net income  (loss) and
          all changes to the statements of  stockholders'  equity,  except those
          due to investments  by  stockholders,  changes in paid-in  capital and
          distributions.

    O.    Inventories - Inventories consist primarily of goods in transit, which
          are recorded at the lower of cost or market. Work-in-process inventory
          includes labor,  materials,  supplies,  and overhead and are stated at
          lower of cost or market.

    P.    Advertising  Costs - Costs  related to  advertising  and  promotion of
          services  are charged to operating  expense as  incurred.  Advertising
          expense  was  $524,000,  $276,000  and  $58,000 for the years June 30,
          2001, 2000 and 1999, respectively.

    Q.    Research and Development - Research and development  costs are charged
          to expense as incurred.

    R.    Shipping  and Handling  Costs - The Company  accounts for shipping and
          handling  costs as a component  of "Cost of Product  Revenues".  These
          costs are  primarily  the direct  freight  costs  related to the "drop
          shipment"  of  products  to the  Company's  customers.  Total cost was
          $123,000  in  fiscal  2001 and did not  exist  in  prior  years as the
          Company did not have any product shipments.

    S.    New Accounting  Pronouncements - In July 2001 the Financial Accounting
          Standards  Board issued  Statement of Financial  Accounting  Standards
          (SFAS) No. 141,  "Business  Combinations," and SFAS No. 142, "Goodwill
          and Other  Intangible  Assets." These standards  become  effective for
          fiscal years  beginning after December 15, 2001. The new rules require
          business  combinations  initiated  after June 30, 2001 to be accounted
          for using the purchase  method of  accounting  and  goodwill  acquired
          after June 30, 2001 will not be amortized. Under SFAS 142, the Company
          would discontinue the periodic amortization of goodwill effective with
          the adoption of the new  Statement.  Also,  the Company  would have to
          test any remaining goodwill for possible  impairment within six months
          of adopting the Statement, and periodically  thereafter,  based on new
          valuation criteria set forth in the Statement.  Further, the Statement
          has new criteria for purchase price allocation.  The Statement becomes
          effective in fiscal 2003 and the Company is considering early adoption
          in fiscal 2002.  Based on acquisitions  completed as of June 30, 2001,
          application of the goodwill non-amortization provisions of these rules
          are  expected  to result in a reduction  to expenses of  approximately
          $425,000 for fiscal year 2002.

2.       RESTRICTED CASH
         ----------------

         At June 30, 2001, cash of $804,000 was received in connection with
maintenance agreements. Such cash is restricted and will become available to the
Company as revenue is recognized according to the terms of the respective
agreements.

                                      F-9
<PAGE>


3.       ALLOWANCE FOR DOUBTFUL ACCOUNTS AND NOTE RECEIVABLE
         ---------------------------------------------------
              (thousands of dollars)
<TABLE>
<CAPTION>

                                                         Additions:
                                                         -----------------------------
                                          Balance at      Charged to     Charged to
                                           beginning       cost and         Other         Deduc-       Balance
                                                                                          ------       at end
   Accounts Receivable Reserves:            of year        expenses       Accounts         tions       of year
   -----------------------------            -------        --------       --------         -----       -------
<S>                <C> <C>             <C>            <C>             <C>            <C>           <C>
   Year ended June 30, 2001            $      124     $        47     $      170     $     (42)    $     205
   Year ended June 30, 2000            $       -      $       124     $       -      $       -     $     124
   Year ended June 30, 1999            $       -      $        -      $       -      $       -     $      -

   Note Receivable Reserve:
   -----------------------------
   Year ended June 30, 2001            $       -      $       300     $       -      $       -     $     300
   Year ended June 30, 2000            $       -      $        -      $       -      $       -     $      -
   Year ended June 30, 1999            $       -      $        -      $       -      $       -     $      -

</TABLE>

         During the fiscal year ended June 30, 2001, the Company assumed the net
accounts receivable of Data Systems (see 7. BUSINESS ACQUISITIONS). The
allowance recorded in this acquisition was $170,000.

4.       PREPAID EXPENSES AND OTHER ASSETS
         ---------------------------------
              (thousands of dollars):


                                                2001          2000
                                                ----          ----
         Prepaid insurance                $       23     $       -
         Prepaid acquisition costs               206           177
         Prepaid maintenance                      96             -
         Prepaid bank charges                     37             -
         Prepaid advertising                       -           133
         Other prepaid costs                      62            70
                                           ----------     ---------
                                          $      424     $     380
                                           ----------     ---------




5.       CREDIT FACILITY
         ---------------
     As a result of the merger with Data Systems (Note 7),  TekInsight  Services
assumed,  and the Company  agreed to guaranty,  Data  Systems'  existing  credit
facility with Foothill Capital Corporation ("Foothill").  On September 30, 1998,
Data Systems and Foothill  Capital  Corporation  entered into a credit  facility
("Foothill Agreement").  The Foothill Agreement provides for a revolving line of
credit not to exceed $15 million. The available line of credit at June 30, 2001,
according to the  collateral  formula,  was  approximately  $4,648,000  of which
$2,503,000 was outstanding.  Borrowing  limits under the Foothill  Agreement are
determined based on a collateral formula,  which includes 85% of qualified trade
receivables.  Borrowings  under the Foothill  Agreement bear interest at 1% over
Norwest Bank prime  (7.75% at June 30, 2001) and have a term  extending to March
31, 2002.


                                      F-10
<PAGE>

     In connection with the Foothill Agreement,  TekInsight Services is required
to maintain certain financial ratios.  Pursuant to the March 30, 2001 amendment,
TekInsight  Services was in compliance with the financial  covenant  required by
Foothill as of June 30, 2001.

6.       MARKETABLE SECURITIES
         ----------------------
     Marketable securities have been classified as available for sale securities
at June 30, 2001 and,  accordingly,  the unrealized  gain resulting from valuing
such  securities  at market value is  reflected as a component of  stockholders'
equity. At June 30, 2001, the unrealized loss on securities was $954,000.

7.       BUSINESS ACQUISITIONS
         ---------------------
     On August 14, 2000,  the Company  acquired all of the  outstanding  capital
stock  of Data  Systems  through  a  merger  with its  Services  subsidiary.  In
connection with this acquisition,  the Company assumed numerous ongoing customer
relationships,  representing  the majority of its revenues.  In the acquisition,
Tekinsight  recorded   $18,509,000  in  total  goodwill  and  intangible  assets
allocated as follows:  $7,009,000  in goodwill  which will be amortized  over 20
years,  $10,810,000 in capitalized customer contracts amortized over 7 years and
$690,000  of  capitalized  software  amortized  over  5  years.  The  values  of
intangible assets recorded were derived from the discounted future derivation of
free cash flows methodology,  performed by an independent appraiser. An analysis
of Data Systems  historical  revenues and margins  determined the allocations of
the  intangibles  to  the  customer  lists  and to the  software  acquired.  The
amortization  periods  were  based  on the  customer  and  company  relationship
history, number of customers, types of customers and service expertise delivered
to the customers.  The value of the intangibles will continue to be reviewed for
impairment  quarterly  by the  Derivation  of Free  Cash  Flows  method  and any
valuation  differences will be booked  accordingly.  Property and equipment were
evaluated for adjustments to fair value,  and generally were recorded at the net
book values from the prior company,  which were  considered to approximate  fair
value.

         A summary of the business assets acquired is as follows:

     (Amounts in thousands)

     Stock issued                                     $       12,500
     Acquisition costs                                           300
     Liabilities assumed                                      13,765
                                                        -------------
     Total consideration                              $       26,565
                                                        -------------

     Assets acquired:
     ----------------
     Cash                                             $        1,313
     Accounts receivable, net                                  4,935
     Prepaid expenses, deposits and other assets               1,387
     Property and equipment                                      421
     Customer list                                            10,810
     Software                                                    690
     Goodwill                                                  7,009
                                                        -------------
     Fair value of assets acquired                    $       26,565
                                                        -------------


     The acquisition price was $12,500,000.  The aggregate consideration paid to
Data  Systems  stockholders  consisted  of  approximately  2,185,755  shares  of
TekInsight  Series  A  Convertible  Preferred  Stock  based on an  aggregate  of
5,575,906 shares of common stock of Data Systems outstanding as of the effective
time of the  merger  and an  exchange  ratio of  0.392 of a share of  TekInsight
preferred  stock for each share of Data  Systems  common stock  outstanding.  On
August 14, 2001, such shares became convertible into shares of TekInsight common
stock at the  exchange  rate of 2.5  shares  of  common  stock  for one share of
preferred  stock.  In addition,  TekInsight  assumed  462,500 options and 50,000
warrants  issued by Data Systems which were  converted into the right to acquire
181,300 and 19,600 shares of TekInsight preferred stock, respectively.

     On November 3, 2000,  the Company  entered  into an  agreement  to purchase
19.9%  of  the  equity  of  LaborSoft   Corporation   ("LaborSoft"),   including
convertible securities. In February 2001, the Company received 199,000 shares of
LaborSoft common stock,  representing 25% of the outstanding  voting securities.

                                      F-11
<PAGE>

In exchange for such securities, the Company provided infrastructure services as
an in-kind  investment through March 31, 2001. Such services were capitalized as
a direct cost  investment in the amount of  approximately  $456,000.  Due to the
significant  investment in LaborSoft,  the Company has  recognized  its pro-rata
portion of the losses  incurred by this  affiliate,  since February 2001, in the
amount  of  $100,000.  Such  losses  have  reduced  the  carrying  value  of its
investment  to $356,000 at June 30,  2001.  Subsequent  to March 31,  2001,  the
Company has  continued to provide  infrastructure  services to  LaborSoft,  on a
fee-for-service  basis.  As of  June  30,  2001,  the  Company  had  outstanding
receivables for such services in the total amount of $176,000.  The Company will
continue to act as a non-exclusive reseller of the LaborSoft products.

     On April 25,  2001  TekInsight  signed a  definitive  agreement  to acquire
DynCorp's state government  services  subsidiary,  DynCorp Management  Resources
("DMR") pursuant to a merger with a specially formed subsidiary. Under the terms
of the proposed transaction, which must be approved by TekInsight's shareholders
and is subject to specified contingencies, TekInsight will issue new shares of a
newly created Class B Common Stock as consideration  for the  transaction.  Upon
completion,  DynCorp will hold  approximately  40 percent of TekInsight's  fully
diluted  common  equivalent  shares.  DMR  provides  a  variety  of  information
technology and business process outsourcing services.

     On May 17, 2000  TekInsight  acquired Big  Technologies,  Inc., an Internet
firm   specializing  in  the  development  of  government  sites  with  advanced
transactional  Applications  (which has since  changed  its name to  "TekInsight
e-Government Services,  Inc."). Since 1995, TekInsight e-Government Services has
created  transactional  Web  applications  for  municipal  agencies.  As  merger
consideration,  former Big Technologies  shareholders received 380,091 shares of
TekInsight common stock, $150,000 in cash and 3.5% of TekInsight  e-Government's
common stock. Such shareholders can also receive additional shares of TekInsight
with  a  value  of  $650,000  if  TekInsight   e-Government   attains  specified
development  milestones during the first year after the acquisition.  The former
Big Technologies  shareholders had the right to require TekInsight to repurchase
up to $100,000 value of the shares issued to them through  December 2000, at the
average  market  price as  quoted on The  Nasdaq  SmallCap  Market  for the five
consecutive trading days ending on the trading day that immediately precedes the
Closing Date of the acquisition,  and the shareholders  exercised such right. In
connection  with the  acquisition,  the  former  president  and chief  executive
officer  of Big  Technologies,  before  the  acquisition,  signed  a  three-year
employment agreement.

     The  following  unaudited  pro-forma  information  reflects  the results of
operations  of the Company as though the  aforementioned  acquisitions  had been
consummated as of the beginning of the respective periods:

          (in thousands of dollars)


                                                Year ended June 30,
                                     -------------------------------------------
                                         2001            2000           1999
                                         ----            ----           ----
Revenue                        $        49,458   $     53,827   $     82,654
                                  -------------     ----------     ----------
Net Income (Loss)              $      (11,196)   $    (7,696)   $     14,329
                                  -------------     ----------     ----------

Net income (loss) per share    $        (0.66)   $     (0.36)   $       0.73
                                  -------------     ----------     ----------


8.       NOTE RECEIVABLE
         ----------------

     In May 1999,  TekInsight  entered into a joint  venture  with Azurel,  Ltd.
("Azurel") to provide  Internet  marketing of cosmetic  products.  In connection
with the revenue-sharing agreement, TekInsight made two loans to Azurel totaling
$2,078,100.  Repayment of amounts  outstanding under the larger of the two loans
was secured by a pledge of approximately two-thirds of the outstanding shares of
two Azurel operating  subsidiaries,  Private Label  Cosmetics,  Inc. and Fashion
Laboratories,  Inc.  TekInsight  also received  from Azurel  warrants to acquire
500,000 shares of Azurel common stock,  exercisable at $1.50 per share, with the
shares  acquired upon exercise of such  warrants  being subject to  registration
rights  in favor  of  TekInsight.  In  November  1999,  TekInsight  provided  an

                                      F-12
<PAGE>

additional $200,000 to Azurel by entering into a sale and leaseback  transaction
with respect to certain equipment  necessary for Azurel to increase its capacity
for operations.

     Due  to  a  rapid   proliferation  of  cosmetic  e-commerce  sites  in  the
marketplace,  completion of the site under development for Azurel was not deemed
economically   feasible.   Concurrently,   the  financial  condition  of  Azurel
deteriorated  and the equipment  lease and both loans went into default.  Azurel
was duly notified of the defaults and by August 2, 2000  TekInsight  accelerated
the amounts due under the two loans. Due to Azurel's extreme financial hardship,
requiring  a sale of its  interest in Private  Label and  Fashion  Laboratories,
TekInsight  permitted a substitution of collateral.  The shares of capital stock
of the former Azurel subsidiaries  pledged to secure the larger of the two loans
were  replaced as  collateral  with a $1,800,000  note made by Private Label and
Fashion  Laboratories  payable to Azurel, due in a single balloon payment in May
2002.  In connection  with this  substitution  of  collateral,  TekInsight  took
possession  of the note and the  makers and Azurel  directed  Private  Label and
Fashion  Laboratories  to make all  payments  due  under  the note  directly  to
TekInsight.  In  consideration  for  TekInsight's  release  of the  pledge,  the
exercise price on warrants to acquire 500,000 shares of Azurel common stock held
by  TekInsight  was lowered to $.60 per share (the then current  market price of
Azurel common stock) from $1.50 per share.

     On February 2, 2001,  Azurel filed for  protection  under Chapter 11 of the
U.S.  Bankruptcy  Code in the United States  Bankruptcy  Court,  District of New
Jersey.  Upon the filing of Azurel's  bankruptcy  petition,  the bankruptcy code
imposed  an  automatic  stay on  TekInsight's  collection  activity.  TekInsight
intends to obtain  allowance  of its claim on the secured  loan (which claim has
been  filed  with the  Bankruptcy  Court) and to obtain  full  ownership  of the
Private  Label/Fashion  Laboratories pledged note, including,  if necessary,  to
apply for relief from the stay or otherwise obtain relief through the bankruptcy
plan process in order to effect  foreclosure  with respect to the secured  loan.
TekInsight  is not aware of any  matter  that  should  prevent  the  court  from
allowing that claim and permitting or requiring  Azurel to relinquish  ownership
of the pledged  note to  TekInsight.  With  respect to the  equipment  lease and
unsecured loan, TekInsight has similarly filed proofs of claim in the bankruptcy
proceeding  and will seek  allowance  thereof.  Further,  since the  debtor  has
rejected the equipment  lease,  the equipment under that lease (which  consisted
primarily of obsolete  computer  equipment)  has been  disposed of by a sale for
approximately  $10,000.  TekInsight continues in possession of the pledged note,
which TekInsight understands gives it a first perfected security interest in the
note.

     As of June 30, 2001, the Company has provided  reserves  against the assets
recorded as a result of the transactions with Azurel. The remaining asset is the
$1.8 million  note made by Private Label Cosmetics, Inc. and Fashion
Laboratories,  Inc,  which has been  reduced to a net  realizable  value of $1.5
million,  since the note was provided as collateral for one of the loans in this
amount.  The terms of the note  stipulate  that interest and principal  shall be
paid in full in one balloon  payment due on May 23, 2002.  Based on these terms,
the note has been classified as a current asset as of June 30, 2001.

9.       FURNITURE, FIXTURES AND EQUIPMENT
         ----------------------------------

Furniture, fixtures and equipment are as follows (in thousands of dollars):

                                                   June 30,
                                      ----------------------------------

                                              2001             2000
                                              ----             ----
       Furniture and fixtures       $          805   $           21
       Computer software                         9                9
       Computer equipment                    1,869              150
       Machinery and equipment                   3                3
       Leasehold improvements                   39                9
                                       ------------     ------------
                                             2,725              192
       Less:  accumulated depreciation      (2,056)             (80)
                                       ------------     ------------
                                    $          669   $          112
                                       ============     ============

                         F-13
<PAGE>

10.      OTHER RECEIVABLES
         ------------------
     In  June  1999,  TekInsight  entered  into a  strategic  relationship  with
StyleSite  Marketing  ("Style") to create an  e-commerce  website to feature and
sell  women's  and  children's  fashion  apparel  and  related  accessories.  In
connection with the  revenue-sharing  agreement,  TekInsight (i) purchased,  for
$1,000,000,  10,000 shares of Style's Series G Convertible  Redeemable Preferred
Stock,  and (ii)  exchanged  $1,000,000  approximate  market value of its Common
Stock (285,715 shares) for $1,000,000  approximate  market value of Style common
stock  (1,066,098  shares).  To  secure  certain  rights  in  this  transaction,
TekInsight  received a pledge of 350,000 shares of TekInsight  Common Stock from
the Rubin Family Trust.  TekInsight  subsequently  received a personal guarantee
from  Robert M.  Rubin,  the  then-Chairman  of Style,  guaranteeing  those same
rights, including TekInsight's rights as a holder of the Style preferred stock.

     On April 20, 2000, TekInsight filed an action against Style and its lender,
First Source  Financial  LLP, in the United States  Bankruptcy  Court,  Southern
District  of New York,  to  establish  a  constructive  trust in its favor  with
respect  to,  and to  request  that the court  order  Style and First  Source to
deliver to  TekInsight,  (i) the  $1,000,000  purchase  price paid for preferred
stock, and (ii) the 285,715 shares of TekInsight Common Stock delivered to Style
in exchange for Style common stock. The Bankruptcy Court dismissed  TekInsight's
action on October 10, 2000 and  subsequently  denied  TekInsight's  motion for a
rehearing.  On  January  11,  2001,  TekInsight  filed a notice of appeal of the
Bankruptcy Court's ruling to the United States District Court, Southern District
of New York.  This appeal is currently  pending.  In addition to its proceedings
against Style and First Source,  TekInsight has been  negotiating with Mr. Rubin
and a representative  of the Rubin Family Trust concerning their  obligations to
TekInsight.  The Company has  reflected  its  investment of $1,000,000 in Style'
Preferred  Stock as an other  receivable at June 30, 2001,  since the underlying
guarantee  is the primary  source for  repayment  at this time.  The Company has
provided an allowance of $500,000 against this receivable

     In connection with an employment agreement,  the Company provided a loan to
its chief  executive  officer in the amount of $170,000.  The loan is secured by
the value of the  executive's  stock options and other assets.  The terms of the
repayment are currently  under  negotiation.  The Company has provided  loans to
other employees in the aggregate amount of $100,000, with various payment terms.
In  connection  with a  settlement  agreement,  the Company has  recorded a note
receivable in the amount of $100,000, due in January 2002.

11.      CONCENTRATION OF RISK
         ---------------------
A.        The Company maintains cash balances at a financial  institutions which
          are insured by Federal Deposit  Insurance  Corporation up to $100,000.
          The Company's cash balances exceeded such insured limits.

B.        The concentration of credit risk in the Company's accounts receivable,
          with respect to state and local government customers,  is mitigated by
          the Company's credit  evaluation  process,  credit limits,  monitoring
          procedures and reasonably short collection  terms.  Credit losses have
          been within management's expectations and the Company does not require
          collateral to support accounts receivable.

C.        Customers   are   primarily   agencies   of  state   governments   and
          municipalities with large-volume  information and technology needs, or
          the primary vendors to those  governments  and agencies.  The State of
          New York and its agencies comprised approximately 30% of the Company's
          revenue for the fiscal year ended June 30, 2001 and  approximately 20%
          of revenue  for the fiscal  year  ended  June 30,  2000.  The State of
          Louisiana  and its agencies  accounted  for  approximately  13% of the
          Company's  revenue  for the  fiscal  year  ended  June  30,  2001  and
          approximately  12% of revenue for the fiscal year ended June 30, 2000.
          The Company was awarded a renewable  one-year contract in July 1996 to
          provide network service,  help desk support and maintenance support to
          multiple  state  agencies.  The contract  expired in June 2001 and the
          State of Louisiana  is  currently  conducting a review of the contract
          and its renewal.



                                      F-14
<PAGE>


12.      AUDIT ASSESSMENT
         ----------------
     In a matter relating to a prior business of the Company,  divested in 1998,
one of the Company's  discontinued wholly owned subsidiaries was issued a Letter
of Demand  for $1.3  million,  as a result of an audit by the  California  State
Controller's Office, Division of Audits.  Additionally,  accrued interest on the
amount  demanded  was also  sought.  On January 20,  1999,  the  Superior  Court
recommended that the Demand be upheld. On January 26, 2000, the California Court
of  Appeals  upheld the  Demand.  The  Company  has  provided a reserve  for the
principal amount of $1,340,000 plus $452,000 in accrued interest,  or $1,792,000
in total as of June  30,  2001.  The  Company  has  decided  not to  appeal  the
decisions.  A demand for payment has not yet been made,  following  the Court of
Appeals decision.


13.      INCOME TAXES
         --------------
     The  Company  accounts  for  income  taxes  under  Statement  of  Financial
Accounting Standards No. 109, Accounting for Income Taxes ("SFAS No. 109"). SFAS
No. 109 requires the recognition of deferred tax assets and liabilities for both
the expected  impact of  differences  between the financial  statements  and tax
basis of assets and  liabilities,  and for the expected future tax benefit to be
derived from tax loss and tax credit carry forwards.  SFAS No. 109  additionally
requires the establishment of a valuation allowance to reflect the likelihood of
realization of deferred tax assets.


         Deferred tax assets and liabilities at June 30, consist of the
         following:
                       (amounts in thousands)

                                                      2001           2000
                                                      ----           ----
         Deferred tax assets:
           Nol operating loss carry
                forwards                            $9,431        $     -
           Allowance for doubtful
                accounts                                70              -
           Unrealized loss on
                investments                            324            506
           Depreciation
                                                       192              -
           Allowance on note receivable
                                                       102            162
           Accrued settlement reserve
                                                         -            108
           Accrued vacation
                                                       141              -
           Capital loss carryforward
                                                       336              -
           Other
                                                         -            125
                                              -------------   ------------
                                                    10,596            900
         Deferred tax liabilities

         Amortization                                (311)              -
         Less valuation allowance                 (10,285)           (900)
                                              -------------   ------------
                                              $          -    $         -
                                              =============   ============


                                      F-15
<PAGE>


         The benefit for income taxes from continuing operations differs from
the amount computed applying the statutory federal income tax rate to loss
before income taxes as follows:
<TABLE>
<CAPTION>

In 000's                                                                   Year ended June 30,
                                                          -------------------------------------------------------
                                                              2001                2000                1999
                                                          --------------     ---------------     ----------------

<S>                                                    <C>                <C>                 <C>
Income tax benefit computed at statutory rate          $          3,660   $           1,528   $            (248)

Income tax benefit not recognized                       $        (3,584)  $            (983)  $             248
                                                          --------------     ---------------     ----------------
Income tax benefit                                     $             76   $             545   $               -
                                                          ==============     ===============     ================
</TABLE>


The Company has net operating losses of approximately $28,000,000, of which
approximately $19,000,000 is subject to limitations under Section 382 of the
Internal Revenue Cod. The net operating loss carryforwards expire in 2009-2019.

13.      STOCKHOLDERS' EQUITY

     A.       Preferred Stock - The Certificate of Incorporation of the
              Company authorizes the issuance of a maximum of 10,000,000 shares
              of preferred stock. The Company's Board of Directors is vested
              with the authority to divide the class of preferred shares into
              series and to fix and determine the relative rights and
              preferences of shares of any such series to the extent permitted
              by the laws of the State of Delaware and the Articles of
              Incorporation.

     B.       In connection with its December 1992 public offering, the
              Company has 1,143,800 Class A warrants outstanding to purchase
              Common Stock at $3.30 per share, which expire on December 17,
              2000. On December 6, 2000, such warrants were extended, at a price
              of $2.00 per share, until December 11, 2005.

     C.        On September 30, 2000, TekInsight received an equity
              investment of $3,000,000 for 1,000,000 shares of preferred stock
              issued by a subsidiary. For one year, the shares are convertible
              at the holder's option for 1,500,000 shares of TekInsight common
              stock. In connection with this financing, a finder's fee of
              $150,000 was paid to a director, plus options to purchase 50,000
              shares of BugSolver common stock at $3.00 per share during the
              next five years. In July 2001, such shares were converted into
              Tekinsight common stock

     D.       In March 2001, the Company sold 2,718,550 shares of its
              common stock for $1.00 per share.  In connection with these
              placements, the Company paid to a director a fee of 7% in cash,
              and issued options to purchase 271,855 shares of its common stock,
              under the 1992 Stock Option Plan.


14.      STOCK OPTION AND EMPLOYEE BENEFIT PLANS
         ----------------------------------------

A.             The 1992 Employee Stock Option Plan was adopted by the
              Board of Directors in 1992 and 500,000 shares of common stock were
              initially reserved for issuance upon the exercise of options
              granted pursuant to the plan. Options granted under the 1992 plan
              may be either incentive options within the meaning of Section 422
              of the Internal Revenue Service Code of 1986, non-qualified
              options, or options not intended to be incentive options.

              The 1992 plan provides for the grant of options that are intended
              to qualify as incentive stock options, or ISOs, under Section 422
              of the Internal Revenue Code to employees of the Company, as well
              as the grant of non-qualifying options, or NSOs, to officers,
              directors or key employees of TekInsight or other individuals
              whose participation in the 1992 plan is determined to be in the
              best interest of TekInsight by the compensation committee. In
              August 2000, Directors and Shareholders approved an increase in
              the number of shares authorized for issuance upon exercise of
              options granted pursuant to the Plan from 500,000 to 2,000,000. As

                                      F-16
<PAGE>

              of June 30, 2001, 1,992,855 shares were subject to options granted
              under the plan, net of forfeitures.

B.             In November 1997, the Company established the 1997 Stock
              Option Plan for Non-employee Directors, which authorizes the
              issuance of options to purchase up to 300,000 shares of Common
              Stock at an exercise price of 100% of the Common Stock's market
              price. Subsequent to its adoption at the annual meeting in
              February 1998, options to purchase 130,000 shares of Common Stock
              have been issued under the 1997 plan at prices between $0.97 and
              $3.78.

C.            As a result of the Data Systems acquisition [See Note 7 -
              Business Acquisitions for additional information] TekInsight
              maintains a defined contribution 401(k) plan that covers
              substantially all employees. Contributions to the Plan may be made
              by TekInsight (which are discretionary) or by plan participants
              through elective salary reductions. No contributions were made to
              the plan by TekInsight during the year ended June 30, 2001.



15.      ACCOUNTING FOR STOCK OPTIONS
         ----------------------------
     The  Company  accounts  for stock  options  issued to  employees  under APB
Opinion  No. 25,  "Accounting  for Stock  Issued to  Employees",  under which no
compensation expense is recognized if the exercise price equals the stock market
value on the  measurement  date  (generally  the grant  date).  The  Company has
adopted  the  pro  forma  disclosure  requirements  of  Statement  of  Financial
Accounting Standards No. 123, "Accounting for Stock-Based Compensation."

     For disclosure  purposes,  the fair value of each option is measured at the
grant  date using the  Black-Scholes  option-pricing  model  with the  following
weighted  average  assumptions  used for stock options granted during the fiscal
years ended June 30,  2001,  2000 and 1999,  respectively;  annual  dividends of
$0.00 for all years;  expected volatility of 208% for the fiscal year ended June
30, 2001, 136% for the fiscal year ended June 30, 2000, and 86.3% for the fiscal
year ended June 30, 1999;  risk free  interest  rate of 5.3% for the fiscal year
ended June 30,  2001,  6.3% for the fiscal year ended June 30, 2000 and 5.7% for
the fiscal year ended June 30,  1999,  and  expected  life of five years for all
fiscal years.

     If the Company had recognized compensation cost in accordance with SFAS No.
123,  the  Company's  pro forma net loss and loss per share  would have been $12
million and $.70 for the fiscal year ended June 30,  2001,  and $4.6 million and
$.29 for the fiscal year ended June 30,  2000.  The effect for fiscal 1999 would
not be material.

     During the fiscal year ended June 30, 2001,  144,000 options were issued in
connection with services rendered to the Company,  of which 121,500 were vested.
The Company  recorded expense for the value of these options in the total amount
of $77,000.  The Company also recognized  expenses during the fiscal years ended
June 30, 2001 and June 30, 2000,  resulting from options  granted for investment
advisory services during fiscal 2000, of $644,000 and $327,000 respectively.

     The  following  table  summarizes  the  changes  in  options  and  warrants
outstanding  and the  related  exercise  prices for the shares of the  Company's
Common Stock:

<TABLE>
<CAPTION>
                                      Stock Options under Plans                   Other Options and Warrants
                           --------------------------------------------- -----------------------------------------------


                                                 Weighted                                      Weighted
                                        Weighted Average                             Weighted  Average
                                        Average  Remaining                           Average   Remaining
                                        Exercise Contractual                         Exercise  Contractual           Life
                             Shares     Price    (years)  Exerciseable     Shares     Price    Life (years)    Exerciseable
                             ------     -----    -------      --------     ------     -----                    ------------
Outstanding at June 30,
<S>                            <C>         <C>    <C>          <C>         <C>         <C>        <C>              <C>
1998                           145,000     1.71   5.0          145,000     1,961,667   1.73       4.3              1,961,667
                                                  ====         ========                           ====             =========
  Granted                       22,000     0.97                               90,000   0.94
  Canceled                                                                 (205,000)   1.50
                           ------------                                  ------------                              ----------
Outstanding at June 30,
1999                           167,000     1.61   4.1          167,000     1,846,667   1.72       3.9              1,846,667
                                                  ====         ========                           ====             =========
  Granted                       30,000     3.78                            1,087,500   3.39
  Canceled
  Exercised
                           ------------                                  ------------                              ----------


                                      F-17
<PAGE>

Outstanding at June 30,
2000                           197,000     1.94   3.2          197,000     2,934,167   2.34       3.1              2,934,167
                                                  ====         ========                           ====             =========
  Granted                    1,979,855     1.38                              144,000   1.12
  Canceled                    (54,000)     1.25                            (587,500)   2.93
  Exercised                                                                (250,000)   1.35
  Assumed Data Systems Plan    412,667     3.03
                           ------------                                  ------------
Outstanding at June 30,
2001                         2,535,522     1.69   7.7        1,510,522     2,240,667   2.22       2.5              2,218,167
                                                  ====       ==========                           ====             =========
                           ============                                  ============
</TABLE>


16.      TERMINATION AGREEMENTS
         ----------------------
     The Company  entered  into a contract,  subsequent  to the  disposal of its
business,  with a former operating  officer  commencing March 1998,  aggregating
$485,000,  payable in monthly  installments  of $7,633  through March 2003.  The
balance due under this  contract was  $140,000 at June 30, 2001.  The balance is
being  carried as short  term due to an  acceleration  provision,  for which the
event has occurred.

17.      COMMITMENTS, CONTINGENCIES, AND OTHER AGREEMENTS
         ------------------------------------------------
     The Company is obligated  under three leases for aggregate base annual rent
of approximately  $114,000 (Michigan) and $126,000 (New York City) through March
2003 and November 2002, respectively.  Portions of two of the Michigan locations
have been subleased for aggregate rent of $47,592  annually,  plus an allocation
of 42.5% of common  area  expenses  under one of the master  leases.  Total rent
expense for the fiscal  years ended June 30, 2001,  2000 and 1999 was  $705,000,
$93,000 and $88,000 respectively.

     On July  10,  2000,  TekInsight  was  named  as a  nominal  defendant  in a
stockholder's  derivative  action  brought in the Supreme Court of New York, New
York County, on behalf of TekInsight by Paul Miletich, an alleged shareholder of
TekInsight.  The action  currently names Brian D.  Bookmeier,  James Linesch and
Damon D. Testaverde,  all directors of TekInsight,  Alexander Kalpaxis (a former
director of TekInsight) and Robert M. Rubin as defendants.  TekInsight remains a
nominal  defendant.  Mr. Miletich alleges that the named directors of TekInsight
breached their fiduciary  duties of care and loyalty to TekInsight by permitting
TekInsight  to enter  into,  among  other  things,  transactions  with Style and
Azurel,  resulting  in a waste of  corporate  assets of  TekInsight.  TekInsight
believes it has a good defense and intends to defend the suit vigorously. All of
the  defendants  and  TekInsight's  insurer are currently  engaged in settlement
discussions with Mr. Miletich's counsel.

     As a result of the  merger  with Data  Systems,  the  Company  assumed  the
liability  for a potential  enforcement  action  undertaken  by the SEC. The SEC
staff has advised Data Systems orally that following its merger with  TekInsight
Services,  resulting in Data Systems no longer  having any public  shareholders,
the SEC staff  would  make no  recommendation  for any  enforcement  proceedings
against Data Systems.

     On July 28, 2000,  a judgment was entered  against Data Systems in favor of
J. Alan Moore in Mecklenburg County Superior Court Division, North Carolina. The
plaintiff was awarded a judgment of $572,000 plus  reasonable  attorney fees and
interest.  While the Company  has  appealed  this  decision,  accruals  for this
contingency  have been  established  in an  aggregate  amount  of  approximately
$700,000. The Company is in negotiations with the plaintiff regarding settlement
terms.

     In December 1998,  complaints were filed in the Circuit Court of Montgomery
County, Alabama by two former employees, each seeking approximately $75,000. The
Company is contesting these complaints. In addition, the Company has been served
with three employment  related claims with a potential exposure of approximately
$100,000. The company has prevailed in the two of the cases in the United States
District  Court and is awaiting a ruling from the United States Court of Appeals
which is hearing an appeal  brought  forth by the  claimants.  The third case is
still pending.  The company believes the claims lack merit and is contesting the
action.


                                      F-18
<PAGE>

     On  January  2,  2001,  the  Company  entered  into a  one-year  employment
agreement with its Chief Executive Officer. The agreement includes a base salary
of $350,000 and other  provisions for termination  and change in control.  Under
the terms of the  agreement,  the Company  issued stock options to the executive
for 400,000 shares of its common stock, and made a loan for $170,000.













                                      F-19
<PAGE>



ITEM 9. CHANGES IN AND DISAGREEMENT WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
        ------------------------------------------------------------------------
        DISCLOSURE
        -----------
              Not applicable.

                                    Part III


ITEM 10.  Directors and Executive Officers of the Registrant

         (a)      Executive Officers. See "Executive Officers of the Registrant"
in Part I of this report.

         (b)  Directors. The information required by this item is
incorporated herein by reference to the Company's definitive proxy statement to
be filed pursuant to Regulation 14A (the "2001 Proxy Statement"), under the
headings "Election of Directors," "Section 16(a) Beneficial Ownership Reporting
Compliance" and "Executive Officers," which the Company intends to file with the
Securities and Exchange Commission within 120 days of the Company's fiscal year
ended June 30, 2001.


ITEM 11.  Executive Compensation

                             SUMMARY OF COMPENSATION

         The following table sets forth the compensation paid during the
three-year period ended June 30, 2001 to the chief executive officer of
TekInsight and the other four most highly paid executive officers of TekInsight
whose annual salary and bonus, exceeded $100,000 for all services rendered to
TekInsight during each such annual period.
<TABLE>
<CAPTION>

                                                               OTHER
       Name and                                                ANNUAL     RESTRICTED                               ALL OTHER
       Principal                                              COMPEN-        STOCK      OPTIONS/        LTIP        COMPEN-
       POSITION             YEAR      SALARY       BONUS       SATION       AWARDS       SARS(#)      PAYOUTS        SATION
<S>                        <C>      <C>                     <C>           <C>          <C>          <C>           <C>
Steven J. Ross
President and            1999       $      --               $      -      $     -      $     -      $      -      $     -
Chief Executive          a)2000     $ 143,000               $      -      $     -      $     -      $      -      $     -
Officer and Director     2001       $ 175,000               $ 25,000      $     -      $ 810,000    $      -      $     -
James Linesch
Chief Financial                     $       -                             $     -
Officer and Executive       1999    $       -               $      -      $     -      $     -      $     -       $     -
Vice President              2000    $                       $      -      $            $     -      $     -       $     -
and Director               b)2001   138,000       $10,000   $    25,000   -            $ 335,000    $     -       $     -
Alex Kalpaxis
Chairman of the Board,                                                    $     -      $     -      $      -
Chief Technology            1999    $ 160,000               $      -      $     -      $     -      $      -      $     -
Officer                     2000    $ 160,000        -      $      -      $            $            $             $     -
and Director               c)2001   $ 160,000        -      $    25,000   $     -      $     -      $      -      $     -
</TABLE>

     a)  On December 10, 1999, Mr. Ross entered into a consulting agreement with
         BugSolver.com, Inc., a TekInsight subsidiary. The agreement provided
         for a monthly consulting fee of $20,000. On May 15, 2000, TekInsight
         entered into a consulting agreement with Mr. Ross, which replaced the
         December 10, 1999 agreement with BugSolver.com, Inc. The agreement was
         to expire in February 2002 and automatically renew for successive
         90-day periods unless terminated by either party. The agreement
         provided for a monthly consulting fee of $23,000. Mr. Ross entered into
         an Employment Agreement with TekInsight in January 2001 and his
         consulting agreement was terminated.

     b)  Mr. Linesch entered into an employment agreement with TekInsight on
         August 14, 2001, at a base salary of $157,500 per year, for an annually
         renewable term of one year.


                                      -21-
<PAGE>

     c)  Mr. Kalpaxis and TekInsight entered into a separation agreement,
         effective June 30, 2001, pursuant to which Mr. Kalpaxis terminated his
         employment with TekInsight and resigned as an officer and director of
         TekInsight and all subsidiaries in consideration for 12 equal monthly
         severance payments aggregating $160,000 (his base salary during the
         2001 fiscal year).

Option Grants

         The following table sets forth certain information, as of June 30,
2001, concerning individual grants of stock options made during the fiscal year
ended June 30, 2001 to each of the persons named in the Summary Compensation
Table above.
<TABLE>
<CAPTION>

                      OPTION/SAR GRANTS IN LAST FISCAL YEAR
                              Number of
                              Securities       Percent of Total                        Potential realizable Value
                              Underlying        Options/SAR's       Exercise or        at assumed Annual rates of
                            Options/SAR's     Granted In Fiscal      Base Price       stock price appreciation for
          Name               Granted (#)             Year              (S/SH)                  option term
          (a)                    (b)                 (c)                (d)                5%               10%
------------------------  ------------        -----------         ----------------  ------------      -----------
<S>                            <C>                    <C>              <C>               <C>            <C>
-Steven J. Ross                810,000                94%              $1.27             635,000        1,607,000
------------------------  ------------        -----------         ----------------  ------------      -----------
-James Linesch                 335,000                92%              $1.82             372,000          939,000
------------------------  ------------        -----------         ----------------  ------------      -----------
-Alex Kalpaxis                       0                  0               0                      0                0
</TABLE>

     The following table sets forth  information  concerning  exercisesof  stock
options by each of the  executive  officers  named in the  Summary  Compensation
Table during the fiscal year ended June 30, 2001 and the fiscal  year-end  value
of options held by such named individuals.
<TABLE>
<CAPTION>

                      AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END
                                OPTION/SAR VALUES
                                                                       Number of Securities
                                                                            Underlying         Value of Unexercised
                                                                           Unexercised             In-The-Money
                              Shares acquired                            Options/SARS at          Options/SARS at
           Name               on Exercise (#)    Value Realized ($)         FY-End (#)              FY-End ($)
            (A)                     (B)                  (C)                   (D)                      (E)
                                                                           Exercisable/            Exercisable/
                                                                          Unexercisable            Unexercisable
                              ---------------    -------------------     ---------------          ------------------
<S>                                                       <C>            <C>     <C>             <C>      <C>
Steven J. Ross                      --                    0              459,000/400,000         $519,000/$436,000
James Linesch                       --                    0              215,000/150,000         $100,725/$163,500
Alex Kalpaxis                       --                    0                    0/0                     $0/$0


</TABLE>







                                      -22-
<PAGE>



<TABLE>
<CAPTION>


----------------------------------------------------------------------------------------------------------------------
                          10-YEAR OPTION/SAR REPRICINGS
----------------------------------------------------------------------------------------------------------------------

------------------ ---------------- ---------------- --------------- ---------------- ---------------- ---------------
      Name              Date           Number of      Market Price   Exercise Price    New Exercise      Length Of
                                       Shares of                                                         Original.
                                     Common Stock                                                       Option Term
                                      Underlying       of Common                                        Remaining At
                                       Options/      Stock At Time     At time Of                         Date Of
                                     SARs Repriced    Of Repricing    Repricing Or                      Repricing Or
                                      Or Amended      Or Amendment      Amendment          Price         Amendment
                                          (#)             ($)              ($)              ($)
       (a)               (b)              (c)             (d)              (e)              (f)             (g)
------------------ ---------------- ---------------- --------------- ---------------- ---------------- ---------------
------------------ ---------------- ---------------- --------------- ---------------- ---------------- ---------------
<S>                        <C>      <C>                 <C>               <C>              <C>         <C>
Steven J. Ross,    January 2, 2001  400,000 shares      $0.8125           $3.00            $1.25       52 months
President and
Chief Executive
Officer
------------------ ---------------- ---------------- --------------- ---------------- ---------------- ---------------

</TABLE>

On May 15, 2000,  TekInsight entered into a consulting  agreement with Steven J.
Ross, its President, CEO and a director. The agreement was to expire in February
2002 and automatically renews for successive 90-day periods unless terminated by
either party. The agreement provides for a monthly consulting fee of $23,000 and
options to purchase  400,000  shares of the Company's  common stock at $3.00 per
share.  Of the  options  granted,  200,000  were  vested and  exercisable  as of
February  1,  2000.  The  remaining  200,000  options  were to vest  and  become
exercisable, 100,000 each when the average closing price for one share of common
stock for the five trading days immediately prior to such date attains $6.00 and
$8.00 per share, respectively.  In addition, the President also received options
to purchase  30,000 shares of the common stock of  ProductivIT  $1.50 and may be
granted  additional  options to acquire shares of ProductivIT if certain funding
transactions are arranged. Upon the signing of the employment agreement with Mr.
Ross on January 2, 2001, all existing options were forfeited and under the terms
of his  employment  agreement  five-year  options to purchase  400,000 shares of
common stock were granted at an exercise price of $1.25 per share.

Employment Agreements

     On  October  1,  1998,  TekInsight  entered  into a  three-year  employment
contract with Mr.  Kalpaxis,  which agreement  terminates on October 1, 2001 and
will not be extended.  Mr. Kalpaxis is currently Chairman of the Board and Chief
Technology Officer of the Company. Mr. Kalpaxis's  employment agreement provides
him with an annual base salary of  $160,000.  Additionally,  Mr.  Kalpaxis  will
receive a  performance  bonus  based upon the  operating  results of  TekInsight
Research, Inc, a wholly-owned subsidiary of TekInsight, in which Earnings Before
Taxes Interest  Depreciation and  Amortization,  ("EBITDA") equals or exceed one
million  dollars.  On May 31, 2001,  TekInsight and Mr. Kalpaxis entered into an
agreement  pursuant to which Mr. Kalpaxis agreed to step down as Chairman of the
Board and Chief  Technology  Officer and to resign  from the board of  directors
effective  upon  execution  of the  letter  agreement.  Under  the  terms of the
agreement,  Mr. Kalpaxis continued to be employed in a non-executive position as
Chief  Technologist  of TekInsight  through June 30, 2001.  After that date, Mr.
Kalpaxis  shall be retained on a consulting  basis as his services are required.
Mr.  Kalpaxis  will  receive 12 equal  monthly  severance  payments  aggregating
$160,000 (his base salary during the 2001 fiscal year).

     On January 2, 2001,  TekInsight  entered into an employment  agreement with
Steven J. Ross, our President and Chief Executive Officer.  The agreement is for
one year  and  automatically  renews  for  subsequent  one-year  periods  unless
TekInsight  provides  written  notice of its intention not to renew at least six
months  prior to  anniversary  date.  The  agreement  includes a base  salary of
$350,000  per year.  Under  the terms of the  agreement,  Mr.  Ross was  granted
400,000  options to  purchase  Company  Common  Stock.  In the event Mr. Ross is
terminated  without  cause  within four months prior to or following a change in
control, he is entitled to receive a lump sum payment equal to one year's salary
plus benefits.  In connection  with this  agreement,  the Company made a secured

                                      -23-
<PAGE>

loan to Mr. Ross in the amount of $170,000,  due December 28, 2001. In addition,
Mr. Ross is entitled to the same benefits afforded non-employee directors.

     On August 14, 2000,  TekInsight  entered into an employment  agreement with
James Linesch,  its Chief Financial  Officer and Executive Vice  President.  The
agreement  is for one year and  automatically  renews  for  subsequent  one-year
periods unless TekInsight  provides written notice of its intention not to renew
at least six months prior to the anniversary  date. The initial  compensation is
$157,500  per  year,  subject  to  annual  increases.  In  connection  with  his
employment,  Mr. Linesch was granted  100,000 options vesting over one year with
an exercise  price of $3.00 per share.  In addition,  Mr. Linesch is entitled to
the same benefits afforded non-employee directors.

Compensation of Directors

     Directors,  other than those who also are employees of TekInsight, are paid
an annual Board Membership fee of $25,000, are reimbursed for certain reasonable
expenses incurred in attending Board or Committee  meetings and are eligible for
awards under the TekInsight 1997 Non-employee  Directors' Stock Option Plan. The
Non-employee  Directors'  Plan provides for option grants with respect to 10,000
shares of Common Stock to be made to each  eligible  director upon each July 1st
on which such director is a member of the TekInsight Board of Directors. Options
are exercisable for 5 years after the date of grant.  The exercise price for any
option  under the plan  shall be equal to the fair  market  value of the  Common
Stock at the  time  such  option  is  granted.  The plan  provides  that  grants
thereunder  vest  immediately.  During  the year ended  June 30,  2001,  each of
Messrs. Bookmeier, Linesch and Testaverde received grants in accordance with the
Non-employee Directors' Plan.


     COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION IN COMPENSATION
     DECISIONS

     During the fiscal year ended June 30, 2001,  Messrs.  Damon D.  Testaverde,
James  Linesch and  Michael  Grieves  served as the members of the  Compensation
Committee of the board of directors.  Messrs. Linesch and Grieves were employees
of TekInsight during the fiscal year.

     A $200,000  promissory  note was issued for a portion of the  consideration
for some 13% subordinated  promissory notes of Data Systems Network  Corporation
acquired by Mr. Grieves,  Data Systems' Chairman,  President and Chief Executive
Officer,  pursuant to Data Systems' Plan of  Reorganization  in 1992.  Under the
renegotiated  Grieves  Note,  payments  will be  made at the end of each  fiscal
quarter and all outstanding principal and accrued interest was paid by March 31,
2001.  The  negotiated  Grieves note bore interest on the principal at an annual
rate of 9.5%.

     Following  the merger  with Data  Systems,  Mr.  Grieves  was  employed  by
TekInsight  under an employment  agreement which  terminated on August 14, 2001,
for compensation  equal to $20,000 per month and the standard  employee benefits
awarded to all TekInsight employees.

     As part of the merger with Data  Systems,  TekInsight  assumed an agreement
with Interactive  Frontiers  ("IF") whereby,  IF provides access to its Internet
Golf  Academy  to  TekInsight  for use at trade  shows or any  other  venues  as
determined by TekInsight.  Michael W. Grieves,  a director of  TekInsight,  is a
significant investor and non-executive  Chairman of the Board of IF. The term of
the agreement was for six months beginning August 1, 2000, with a renewal of six
months upon election of  TekInsight.  The fee is $126,000 per six-month  period,
and the agreement was not renewed.

     In September  2000,  TekInsight  raised  $3,000,000  through an issuance of
1,000,000  shares of redeemable  preferred stock in its ProductivIT  subsidiary.
Each of Mr. Douglas Adkins and H.T.  Ardinger & Sons,  Inc., 5%  shareholders of
TekInsight,  purchased  500,000 shares of such preferred stock.  Mr.  Testaverde
acted as an agent in selling those securities,  was paid $150,000 and was issued
50,000  options to acquire stock of the  subsidiary at $1.50 per share under the
Company's 1992 Employee Stock Option Plan.

     In March 2001, the Company raised  $2,718,500  through a private  placement
issuance of an  aggregate  2,718,550  shares of  TekInsight  common  stock.  Mr.
Testaverde acted as an agent in selling those  securities and received  broker's
commissions  equal to 7% of the sales proceeds of those common stock sales.  Mr.

                                      -24-
<PAGE>

Testaverde was also granted 271,855 options to acquire an equal number of shares
of TekInsight  common stock under the Company's  1992 Employee Stock Option Plan
at an exercise price of $1.25 per share.

     In  March  2000,  in  connection   with  the  initial   capitalization   of
ProductivIT, certain officers and directors of TekInsight were issued options to
purchase  ProductivIT  common  stock at a $1.50  strike  price.  Mr.  Testaverde
received options to acquire 200,000 shares of ProductivIT common stock.


             COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

     The  Compensation  Committee  is  responsible  for  reviewing  TekInsight's
compensation program. The Compensation  Committee did not meet separately during
the fiscal year ended June 30, 2001 for the purpose of reviewing employee salary
issues,  but its members  did  participate  in all full Board  meetings at which
employee  compensation  issues were discussed.  The  Compensation  Committee met
twice  during the fiscal year ended June 30,  2001 for the  purposes of granting
stock options under TekInsight's 1992 Employee Stock Option Plan.

Compensation Philosophy

     Our compensation  program  generally is designed to motivate and reward the
TekInsight  executive  officers  and  its  employees  for  promoting  financial,
operational  and  strategic  objectives  while  reinforcing  the overall goal of
enhancing   shareholder  value.  Our  compensation  program  generally  provides
incentives to achieve short and long term  objectives.  The major  components of
compensation  for executive  officers are base salary,  bonus  incentives (on an
individual  basis in  TekInsight's  discretion),  and stock option grants.  Each
component  of the total  executive  officer  compensation  package  emphasizes a
different  aspect  of  TekInsight's  compensation  philosophy.   These  elements
generally are blended to provide compensation packages which provide competitive
pay, reward the achievement of financial,  operational and strategic objectives,
and align the  interests of our executive  officers and employees  with those of
TekInsight shareholders.

Components of Executive Compensation

     Base  Salary.  Base  salaries  for  TekInsight's   executive  officers  are
determined by evaluating  the  responsibilities  required for the position held,
individual  experience  and  breadth  of  knowledge,  and  by  reference  to the
competitive marketplace for management talent.

     Stock Awards. To promote our long-term objectives, all directors,  officers
and employees of TekInsight are eligible for grants of stock options.  The stock
awards are made to directors,  officers and employees  pursuant to the Company's
1992  Employee  Stock Option Plan,  as amended,  in the form of incentive  stock
options,  and  to  non-employee  directors  pursuant  to the  1997  Non-employee
Directors Stock Option Plan, in the form of non-qualified stock options.

     Stock options  represent  rights to purchase  shares of  TekInsight  common
stock in  varying  amounts  pursuant  to a vesting  schedule  determined  by the
Compensation  Committee or the full Board at a price per share  specified in the
option  grant,  which may be less than the fair market  value on the date of the
grant under certain circumstances when non-qualified options are awarded.  Stock
options expire at the conclusion of a fixed term (generally 5 years).

     Since the stock  options may grow in value over time,  these  components of
our compensation plan are designed to reward performance over a sustained period
and  to  enhance   shareholder   value  through  the  achievement  of  corporate
objectives.  We  intend  that  these  awards  will  strengthen  the focus of its
directors, officers and employees on managing TekInsight from the perspective of
a person with an equity stake in TekInsight.  The number of options granted to a
particular employee is based on the position, level, competitive market data and
annual performance assessment of each employee.

     During the fiscal year ended June 30, 2001, Mr. Linesch was awarded options
to  purchase  335,000  shares of Common  Stock and Mr.  Testaverde  was  awarded
options to purchase  321,855  shares of Common Stock under the  TekInsight  1992
Employee Stock Option Plan.  Additional  option grants made to directors  during

                                      -25-
<PAGE>

the fiscal year ended June 30, 2001  consisted of options with respect to 30,000
shares of Common Stock under our 1997 Non-employee Directors' Stock Option Plan.

     Tax Deductibility of Executive Compensation. Section 162(m) of the Internal
Revenue Code of 1986, as amended,  imposes  limitations  upon the federal income
tax  deductibility  of compensation  paid to our chief executive  officer and to
each of the other four most highly compensated executive officers of TekInsight.
Under these limitations, we may deduct such compensation only to the extent that
during any fiscal year the compensation paid to any such officer does not exceed
$1,000,000   or  meets   certain   specified   conditions   (such   as   certain
performance-based  compensation  that has been  approved  by our  shareholders).
Based on our current  compensation  plans and policies and proposed  regulations
interpreting  the  Internal  Revenue  Code,   TekInsight  and  the  Compensation
Committee  believe that,  for the near future,  there is not a significant  risk
that   TekInsight   will  lose  any  significant  tax  deduction  for  executive
compensation.  Our  compensation  plans and policies  will be modified to ensure
full deductibility of executive  compensation if TekInsight and the Compensation
Committee determine that such an action is in the best interests of TekInsight.

COMPENSATION COMMITTEE

         Damon D. Testaverde

         James Linesch

         Michael Grieves








STOCK PRICE PERFORMANCE

     Set forth below is a line graph comparing the cumulative total  shareholder
return  on the  Company's  Common  Stock,  based  upon the  market  price of the

                              (Graphics omitted)

                                      -26-
<PAGE>

Company's  Common  Stock  as  reported  by The  Nasdaq  Stock  Market,  with the
cumulative  total  return of  companies  in the Nasdaq  Composite  Index and the
Nasdaq  Computer  Index for the period from  September 30, 1996 through June 30,
2001.

<TABLE>
<CAPTION>




                                    6/30/00  9/30/00  12/31/00   3/31/01    6/30/01
    ------------------------------------------------------------------------------------------------------------------

<S>                                   <C>       <C>       <C>        <C>        <C>
    TekInsight                        93.77     68.77     29.17      37.73      78.00
    ------------------------------------------------------------------------------------------------------------------

    NASDAQ Composite Index           424.89    393.47    264.67     197.15     226.91
    ------------------------------------------------------------------------------------------------------------------

    NASDAQ Computer  Index           697.28    631.69    371.84     264.16     319.60
    ------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>




                                     6/30/98   9/30/98   12/31/98   3/31/99    6/30/99    9/30/99    12/31/99   3/31/00
    ----------------------------------------------------------------------------------------------------------------------

<S>                                     <C>        <C>       <C>        <C>       <C>         <C>        <C>       <C>
    TekInsight                          32.30      47.93     33.33      33.33     130.20      83.33      94.80     132.30
    ----------------------------------------------------------------------------------------------------------------------

    NASDAQ Composite Index             202.98     181.46    234.90     263.69     287.76     294.19     432.47     489.88
    ----------------------------------------------------------------------------------------------------------------------

    NASDAQ Computer Index              252.58     253.89    337.40     388.21     412.40     447.34     688.91     803.57
    ----------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
                                    6/30/96  9/30/96  12/31/96   3/31/97    6/30/97    9/30/97    12/31/97   3/31/98
    ------------------------------------------------------------------------------------------------------------------

<S>                                  <C>        <C>      <C>         <C>        <C>        <C>        <C>       <C>
    TekInsight                       112.50     81.27    118.77      97.93      91.67      83.33      57.30     54.17
    ------------------------------------------------------------------------------------------------------------------

    NASDAQ Composite Index           126.95    131.44    138.31     130.88     154.49     180.59     168.23    196.66
    ------------------------------------------------------------------------------------------------------------------
</TABLE>

ITEM 12.  Security Ownership of Certain Beneficial Owners and Management

     The  information  required  under this item may be found  under the section
captioned  "Security  Ownership of Certain  Beneficial Owners and Management" in
the 2001 Proxy Statement and is incorporated herein by reference.


ITEM 13.  Certain Relationships and Related Transactions

     The  information  required  under this item may be found  under the section
captioned "Certain Transactions" in the 2001 Proxy Statement and is incorporated
herein by reference.



<PAGE>



                                     PART IV


ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

         (a)       SEE, ITEM 8.

                  "Financial statements and supplemental data."

         (b)       LIST OF REPORTS ON FORM 8-K

     o         On April 17, 2001,  the Company filed a Form 8-K to announce that
               the price of its  publicly  traded  Class A Warrants  was reduced
               from  $3.30 per share to $2.00  per  share  and to  announce  its
               successful  completion of a private placement of 1,900,000 shares
               of Common Stock for aggregate gross proceeds of $1,900,000  (Item
               5).

     o         On May 2, 2001,  the Company filed a Form 8-K to announce that it
               had entered into a definitive agreement to acquire DMR (Item 5).

        (c)      EXHIBITS

     NUMBER                           DESCRIPTION OF EXHIBIT
      2.1

               Agreement and Plan of Merger, as amended, dated February 18, 2000
               between  TekInsight.com,   TekInsight  Services,  Inc.  and  Data
               Systems Network Corporation. (10)

      2.2

               Second  Amendment to the Agreement and Plan of Merger dated as of
               June 28, 2000 between  TekInsight.com,  Inc. TekInsight Services,
               Inc. and Data Systems Network Corporation. (13)

      2.3

               Agreement and Plan of Reorganization, dated as of April 25, 2001,
               among DynCorp Management  Resources,  Inc.,  Newport  Acquisition
               Corp., DynCorp and TekInsight.com, Inc. (20)

      2.4

               Agreement and Plan of Merger,  dated as of April 25, 2001,  among
               DynCorp Management  Resources,  Inc., Newport  Acquisition Corp.,
               DynCorp and TekInsight.com, Inc. (20)

      2.5

               Stock  Option  Agreement,  dated as of  April  25,  2001  between
               TekInsight.com, Inc. and DynCorp. (20)

      2.6

               First Amendment to Agreement and Plan of Reorganization, dated as
               of  July 9,  2001,  among  DynCorp  Management  Resources,  Inc.,
               Newport Acquisition Corp., DynCorp and TekInsight.com, Inc.

      3.1(a)

               Certificate of Incorporation of the Company. (1)

      3.1(b)

               Certificate of Renewal of Charter of the Company. (1)

      3.1(c)

               Certificate of Amendment of Charter of the Company. (3)

      3.1(d)

               Certificate of Amendment of Charter of the Company. (8)

      3.1(e)

               Certificate  of  Amendment  to  Certificate  of  Designations  of
               Charter of the Company. (8)

      3.1(f)


               Certificate of Amendment to Charter of the Company. (9)


      3.2      By-Laws of the Company.  (3)

      3.3      Certificate   of   Designations,    Preferences   and   Relative,
               Participating,  Optional  or other  special  rights  of  Series A
               Redeemable Preferred Stock. (6)

      3.4      Certificate   of   Designations,    Preferences   and   Relative,
               Participating,  Optional  or other  special  rights  of  Series B
               Convertible Preferred Stock. (6)


                                      -28-
<PAGE>

      3.5      Certificate of Designations,  Preferences and Relative,  Optional
               or Other Special Rights of Series A Convertible  Preferred  Stock
               and  Qualifications,  Limitations  and  Restrictions  Thereof  of
               BugSolver.com, Inc. (17)

      4.1(a)   Specimen Certificate of the Company's Common Stock. (2)

      4.1(b)   Specimen of Redeemable Common Stock Purchase Warrant. (4)

      4.2      Form of Warrant Agent Agreement  between the Company and American
               Stock Transfer and Trust Company. (2)

      4.3      Amended Warrant  Agreement between the Company and American Stock
               Transfer and Trust Company, dated November 30, 1999. (9)

      4.3      Form of Underwriter's Warrant Agreement.  (5)

      4.4      1992  Employee  Incentive  Stock Option Plan,  including  form of
               Incentive Stock Option Agreement. (2)

      4.5      1998 Non-Employee Director Stock Option Plan. (6)

      4.6      Form of Amendment to 1992 Employee  Incentive  Stock Option Plan.
               (12)

      4.7      Second Amended Warrant Agreement,  dated as of November 30, 2000,
               between TekInsight.com,  Inc. and American Stock Transfer & Trust
               Company. (18)

      4.8      Third  Amended  Warrant  Agreement,  dated as of April 10,  2001,
               between TekInsight.com,  Inc. and American Stock Transfer & Trust
               Company. (19)

     10.1      Form of Web Site  Design and  Consulting  Agreement,  dated as of
               June 1, 1999, by and between Azurel, E Commerce Corp. (8)

     10.2      Credit  Note dated May 28,  1999 made by Azurel in favor of Tadeo
               Holdings, Inc. ("Tadeo") (the "Credit Note"). (7)

     10.3      First Allonge to Credit Note, made by Azurel in favor of Tadeo E,
               dated June 1, 1999. (7)

     10.4      Credit  Agreement,  dated May 28, 1999,  by and between Tadeo and
               Azurel. (11)

     10.5      Pledge  Security  Agreement,  dated May 28, 1999,  by and between
               Tadeo and Azurel. (7)

     10.6      Warrants, to acquire 300,000 shares of Azurel common stock, dated
               May 28, 1999. (7)

     10.7      First  Amendment to Credit  Agreement  dated June 1, 1999, by and
               between Tadeo, Tadeo E and Azurel. (7)

     10.8      Registration  Rights Agreement dated May 28, 1999, by and between
               Tadeo and Azurel. (7)\

     10.9      Warrants, to acquire 200,000 shares of Azurel common stock, dated
               June 1, 1999. (7)

     10.10     Form of On-Line Hosting Agreement,  dated as of June 30, 1999, by
               and between Tadeo E and Style Site Marketing Inc. ("Style"). (7)

     10.11     Web Site and Consulting Agreement,  dated as of June 30, 1999, by
               and between Tadeo E and Style. (7)

     10.12     Security  Purchase  Agreement dated June 30, 1999, by and between
               Tadeo, Tadeo E and Style. (7)

     10.13     Registration  Rights  Agreement,  dated  June  30,  1999,  by and
               between Tadeo E and Style. (7)

     10.14     Pledge  Security  Agreement,  dated June 30, 1999, by and between
               Tadeo E, The Rubin Family Irrevocable Trust and Style. (7)


                                      -29-
<PAGE>

     10.15     Guarantee of Robert M. Rubin for certain  liabilities of Style to
               Tadeo E. (7)

     10.16     Form of indemnity  agreement between  TekInsight and its officers
               and directors. (12)

     10.17     Affiliate agreement dated as of February 18, 2000 between Michael
               W. Grieves and Gregory Cocke, as principal shareholders, and Data
               Systems,  TekInsight  Services and TekInsight,  as parties to the
               merger. (12)

     10.18     Letter Agreement between Core Strategies, LLC and TekInsight.com,
               Inc., dated May 24, 2000. (13)

     10.19     Form  of  Consulting   Agreement  between  The  Exigo  Group  and
               TekInsight.com, Inc., dated June 1, 2000. (13)

     10.20     Agreement  and  Plan  of  Merger,  dated  May 17,  2000,  between
               TekInsight.com,   Inc.,  Big  Tech  Acquisition   Corp.  and  Big
               Technologies, Inc. (11)

     10.21     Form of Non-Competitive, Confidentiality and Inventions Agreement
               between Big Technologies, Inc. and Employees. (11)

     10.22     Guaranty,  dated as of August 11, 2000,  made by  TekInsight.com,
               Inc. in favor of Foothill Capital Corporation. (14)

     10.23     Amendment No. 6 and Waiver to Loan and Security agreement,  dated
               as of  August  11,  2000,  among  Foothill  Capital  Corporation,
               TekInsight  Services,  Inc. and Data Systems Network Corporation.
               (14)

     10.24     Loan and  Security  Agreement,  dated as of  September  30, 1998,
               between TekInsight  Services,  Inc. (as successor to Data Systems
               Network Corporation) and Foothill Capital Corporation. (15)

     10.25     Employment  Agreement,   dated  as  of  June  26,  2000,  between
               TekInsight  Services,  Inc. (as successor to Data Systems Network
               Corporation) and Michael W. Grieves. (16)


     10.26     Employment  Agreement,  dated  as of  August  14,  2000,  between
               TekInsight.com, Inc. and James Linesch. (16)

     10.27     Letter Agreement,  dated as of July 28, 2001,  between TekInsight
               Services, Inc. (as successor to Data Systems Network Corporation)
               and Interactive Frontiers, Inc. (16)

     10.28     Amendment No. 1, dated  December 12, 2000, to Amendment No. 6 and
               Waiver, among Foothill Capital Corporation,  TekInsight Services,
               Inc. and Data Systems Network Corporation. (17)

     10.29     Amendment  No. 2, dated as of December 29, 2000, to Amendment No.
               8 and Waiver,  among  Foothill  Capital  Corporation,  TekInsight
               Services, Inc. and Data Systems Network Corporation. (17)

     10.30     Amendment No. 3, dated as of January 12, 2001, to Amendment No. 8
               and  Waiver,  among  Foothill  Capital  Corporation,   TekInsight
               Services, Inc. and Data Systems Network Corporation. (17)

     10.31     Amendment No. 4, dated as of January 26, 2001, to Amendment No. 8
               and  Waiver,  among  Foothill  Capital  Corporation,   TekInsight
               Services, Inc. and Data Systems Network Corporation. (17)

     10.32     Letter Agreement, dated November 3, 2000, between TekInsight.com,
               Inc. and LaborSoft Corporation. (17)

     10.33     Amendment No. 9 to Loan and Security Agreement, dated as of March
               30, 2001,  among  Foothill  Capital  Corporation,  and TekInsight
               Services, Inc. (21)

     10.34     Employment  Agreement,  dated  as of  January  2,  2001,  between
               TekInsight.com, Inc. and Steven J. Ross. (21)


                                      -30-

<PAGE>

     10.35     Amendment  No.  10 to Loan and  Security  Agreement,  dated as of
               June 30, 2001 among Foothill Capital Corporation, and TekInsight
               Services, Inc. 21. TekInsight subsidiaries. (13)

     23.       Consent of Feldman Sherb & Co., P.C.

     99.1      Form of amendment to 1992 employee stock option plan. (12)

     99.2      Form of  Series A  convertible  preferred  stock  certificate  of
               TekInsight.com, Inc. (13)

-----------
      1.       Incorporated   by   reference,   filed  as  an   exhibit  to  the
               Registrant's  Registration  Statement on Form S-1 filed on August
               3, 1992, SEC File No. 33-50426.

      2.       Incorporated by reference, filed as an exhibit to Amendment No. 1
               to the Registrant's  Registration  Statement on Form S-1 filed on
               October 13, 1992.

      3.       Incorporated by reference, filed as an exhibit to Amendment No. 2
               to the Registrant's  Registration  Statement on Form S-1 filed on
               November 10, 1992.

      4.       Incorporated by reference, filed as an exhibit to Amendment No. 4
               to the Registrant's  Registration  Statement on Form S-1 filed on
               December 4, 1992.

      5.       Incorporated by reference, filed as an exhibit to Amendment No. 5
               to the Registrant's  Registration  Statement on Form S-1 filed on
               December 8, 1992.

      6.       Incorporated  by reference,  filed as an exhibit to the Company's
               Report on Form 10-Q, filed on December 24, 1998.

      7.       Incorporated  by reference,  filed as an Exhibit to the Company's
               Current Report on Form 8-K, filed on July 30, 1999.

      8.       Incorporated  by reference,  filed as an Exhibit to the Company's
               Annual Report on Form 10-K, filed on October 13, 1999.

      9.       Incorporated  by  reference,  filed as an Exhibit to the  Company
               Current Report on Form 8-K, filed on December 6, 1999.

     10.       Incorporated  by reference,  filed as an Exhibit to the Company's
               Current Report on Form 8-K, filed on February 29, 2000.

     11.       Incorporated  by reference,  filed as an Exhibit to the Company's
               Current Report on Form 8-K, filed on May 19, 2000.

     12.       Incorporated  by reference,  filed as an Exhibit to the Company's
               Registration  Statement  on Form S-4,  filed on May 1, 2000 (File
               No. 333-36044).

     13.       Incorporated  by reference,  filed as an Exhibit to the Company's
               Amendment No. 1 to  Registration  Statement on Form S-4, filed on
               July 13, 2000 (File No. 333-36044).

     14.       Incorporated  by reference,  filed as an Exhibit to the Company's
               Current Report on Form 8-K, filed on August 24, 2000.

     15.       Incorporated  by reference,  filed as an Exhibit to the Quarterly
               Report on Form 10-Q of Data Systems  Network  Corporation for the
               quarter ended September 30, 1998.

     16.       Incorporated  by reference,  filed as an Exhibit to the Company's
               Annual Report on Form 10-K/A, filed on October 27, 2000.

     17.       Incorporated  by reference,  filed as an Exhibit to the Company's
               Quarterly Report of Form 10-Q, filed on December 31, 2000.


                                      -31-
<PAGE>

     18.       Incorporated  by reference,  filed as an Exhibit to the Company's
               Current Report on Form 8-K, filed on January 11, 2001.

     19.       Incorporated  by reference,  filed as an Exhibit to the Company's
               Current Report on Form 8-K, filed on April 17, 2001.

     20.       Incorporated  by reference,  filed as an Exhibit to the Company's
               Current Report on Form 8-K, filed May 2, 2001.

     21.       Incorporated  by reference,  filed as an Exhibit to the Company's
               Quarterly Report on Form 10-Q, filed May 15, 2001.





                                      -32-

<PAGE>



                                   SIGNATURES


         Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act
of 1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.

DATED: September 21, 2001

TEKINSIGHT.COM, INC.



BY:  /s/ Steven J. Ross
   ---------------------------------
     Steven J. Ross, President


         Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.


 SIGNATURES                           TITLE                         DATE

/s/ Steven J. Ross            President, Chief Executive      September 21, 2001
------------------------      Officer and Chairman
    Steven J. Ross


/s/ James Linesch             Chief Financial Officer, Chief  September 21, 2001
------------------------      Accounting Officer, Executive
James Linesch                 Vice President, Director and
                              Secretary


/s/ Damon Testaverde          Director                        September 21, 2001
------------------------
Damon Testaverde



/s/ Brian D. Bookmeier        Director                        September 21, 2001
------------------------
Brian D. Bookmeier



/s/ Michael Grieves           Director                        September 21, 2001
------------------------
Michael Grieves


/s/ Walter J. Aspatore        Director                        September 21, 2001
------------------------
Walter J. Aspatore





</TEXT>
</DOCUMENT>
