U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                                    FORM 10-Q

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

                      For the Quarter ended March 31, 2000

                                       OR

[              TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
             For the transition period from__________ to __________


                         Commission file number 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.)


                          5 Hanover Square - 24th Floor
                            New York, New York 10004
               (Address of principal executive offices) (Zip code)

        Registrant's telephone number, including area code (212) 271-8511





     Check 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 ___

     The number of shares  outstanding of the issuer's Common Stock,  $.0001 par
value, as of May 1, 2000 was 15,913,529.



<PAGE>





                      TEKINSIGHT.COM, INC. AND SUBSIDIARIES

                                      INDEX


PART I - FINANCIAL INFORMATION
                                                                            Page
                                                                          Number

         Item 1 - Consolidated Financial Statements

         Consolidated Balance Sheet - March 31, 2000
              and June 30, 1999                                                3

         Consolidated Statement of Operations - For the three
              and nine months ended March 31, 2000 and 1999                    4

         Consolidated Statement of Cash Flows - For the
              nine months ended March 31, 2000 and 1999                        5

         Notes to Consolidated Financial Statements                       6 - 10

         Item 2 - Management's Discussion and Analysis of Financial
         Condition and Results of Operation                              10 - 13


PART II - OTHER INFORMATION                                              13 - 14

SIGNATURE                                                                     15


                                       2
<PAGE>

                      TEKINSIGHT.COM, INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEET
<TABLE>
<CAPTION>

                                   (UNAUDITED)

                                                                                              March 31,             June 30,

                                     ASSETS                                                     2000                  1999
                                     ------
                                                                                          ----------------      ---------------
CURRENT ASSETS:
    <S>                                                                                  <C>                   <C>

    Cash                                                                                  $      5,497,845      $     7,618,259
    Interest receivable                                                                            106,050               25,521
    Accounts receivable, net of allowance for doubtful                                             489,640               45,750
       accounts $111,500 as of March 31, 2000

    Prepaid expenses and other assets                                                              150,000               30,000
    Note receivable - other                                                                        764,700              500,000
                                                                                             --------------     ---------------

          TOTAL CURRENT ASSETS                                                                   7,008,235            8,219,530



LONG--TERM NOTE RECEIVABLE                                                                       1,497,017            1,528,167

INVESTMENTS - Marketable Securities                                                              4,435,763            5,533,177

PROPERTY AND EQUIPMENT, net
    net of accumulated depreciation of $70,896 and $49,254, respectively                           106,293               71,938

CAPITALIZED SOFTWARE COSTS, net                                                                  1,256,129            1,091,793

DEPOSITS AND OTHER ASSETS                                                                           43,058               43,058
                                                                                            ----------------     ---------------

                                                                                          $     14,346,495      $    16,487,663
                                                                                            ================     ===============

                                 LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:

    Accounts payable                                                                         $     196,956     $        421,178
    Accrued expenses                                                                               158,969              125,000
    Income tax payable                                                                             326,480              628,000
    Deferred interest                                                                               14,700                    -
    State audit reserves                                                                         1,705,219            1,400,000
    Accrued termination costs, short-term                                                          230,904              280,209
                                                                                            ----------------     ---------------
          TOTAL CURRENT LIABILITIES                                                              2,633,228            2,854,387
                                                                                            ----------------     ---------------


LONG TERM NOTES PAYABLE, net of current portion                                                     17,675               17,675
                                                                                            ----------------      ---------------


COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY:

    Preferred stock, $.0001 par value,  10,000,000 shares authorized                                     -             505,000
    Common stock, $.0001 par value, 100,000,000 shares authorized,
      15,913,529 shares and 15,348,528 issued and outstanding as of
      March 31, 2000 and June 30, 1999, respectively                                                 1,592               1,535
    Additional paid-in capital                                                                  19,387,300          18,797,382
    Unrealized gain on securities                                                                  885,763           2,446,509
    Accumulated deficit                                                                         (8,579,063)         (8,134,826)
                                                                                             ----------------    ---------------

          TOTAL STOCKHOLDERS' EQUITY                                                            11,695,592          13,615,600
                                                                                             ----------------    ---------------

          TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                     $      14,346,495 $        16,487,663
                                                                                             ================    ===============
</TABLE>

                 See notes to consolidated financial statements.

                                        3

<PAGE>

                           TEKINSIGHT.COM, INC. AND SUBSIDIARIES

                           CONSOLIDATED STATEMENT OF OPERATIONS

                                        (Unaudited)

<TABLE>
<CAPTION>
                                                             Three Months Ended March 31,    Nine Months Ended March 31,
                                                                      2000           1999           2000          1999
                                                                -------------    -----------     ----------    -----------
<S>                                                            <C>              <C>           <C>            <C>

REVENUES                                                        $   566,635      $  336,082    $  1,528,814    $ 1,303,310

COST OF GOODS SOLD                                                  251,340         290,111         893,938        575,860
                                                                -------------    -----------     ----------    -----------
    GROSS PROFIT                                                    315,295          45,971         634,876        727,450
                                                                -------------    -----------     ----------    -----------
OPERATING EXPENSES:
    Selling, general and administrative                             880,239         539,606       1,661,858      1,805,866
    Research and development                                              -          37,133               -         99,629
    Depreciation and amortization                                     4,304           5,177          21,642         15,585
    Settlement of employement contracts, (Non-cash)                       -               -               -        327,501
                                                                -------------    -----------     ----------    -----------
    TOTAL OPERATING EXPENSES                                        884,543         581,916       1,683,500      2,248,581
                                                                -------------    -----------     ----------    -----------
LOSS FROM OPERATIONS                                               (569,247)       (535,945)     (1,048,624)    (1,521,131)

GAIN ON SALE OF MARKETABLE SECURITIES                                     -               -          93,439              -

INTEREST INCOME, net                                                178,118         (12,687)        379,080        508,006
                                                                -------------    -----------     ----------    -----------
LOSS FROM CONTINUING OPERATIONS                                    (391,129)       (548,632)       (576,105)    (1,013,125)
                                                                -------------    -----------     ----------    -----------
DISCONTINUED OPERATIONS
    Gain from discontinued operations                               131,867               -         131,867              -
                                                                -------------    -----------     ----------    -----------
TOTAL INCOME FROM DISCONTINUED OPERATIONS                           131,867               -         131,867              -
                                                                -------------    -----------     ----------    -----------
NET INCOME (LOSS)                                                  (259,262)       (548,632)       (444,238)    (1,013,125)

PREFERRED STOCK DIVIDENDS                                                 -               -               -        (27,288)


NET LOSS APPLICABLE TO                                       ---------------  --------------  --------------  -------------
    COMMON SHARE HOLDERS                                      $    (259,262)    $  (548,632)    $  (444,238)  $ (1,040,413)
                                                             ===============  ==============  ==============  =============


NET INCOME (LOSS) PER SHARE:
    Continued                                                 $       (0.02)$         (0.04)$         (0.04)$        (0.07)
    Discontinued                                                       0.00            0.00            0.01           0.00


                                                             ---------------  --------------  --------------  -------------
NET LOSS PER SHARE - basic and diluted                        $       (0.02)    $     (0.04)$         (0.03)   $     (0.07)
                                                             ===============  ==============  ==============  =============



WEIGHTED AVERAGE NUMBER OF SHARES                            ===============  ==============  ==============  =============
    USED IN COMPUTATION                                          15,855,750      15,042,813      15,823,825     13,918,005
                                                             ===============  ==============  ==============  =============


NET LOSS                                                      $    (259,262)    $  (548,632)$      (444,238)$   (1,040,413)

OTHER COMPREHENSIVE LOSS, NET OF TAX
    Unrealized loss on available-for-sale securities               (147,286)              -      (1,560,746)             -


                                                             ---------------  --------------  --------------  -------------
COMPREHENSIVE LOSS                                            $    (406,548)    $  (548,632)$    (2,004,984)$   (1,040,413)
                                                             ===============  ==============  ==============  =============


</TABLE>

                 See notes to consolidated financial statements.

                                        4


<PAGE>

<TABLE>
<CAPTION>

                      TEKINSIGHT.COM, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENT OF CASH FLOWS

                                   (UNAUDITED)

                                                                                    Nine Months Ended March 31,

                                                                                      2000              1999
CASH FLOWS FROM OPERATING ACTIVITIES:                                             ---------------  ---------------
   <S>                                                                         <C>                    <C>

    Net (loss)                                                                  $      (444,237)$      (1,013,125)
    Adjustments to reconcile net (loss) to net cash from                          ---------------  ---------------
       operating activities:

          Depreciation                                                                   21,642            15,585
          Amortization of deferred finance costs and debt discount                            -            62,972
          Amortization of capitalized software costs                                    415,728           331,591
          Amortization of debt premium                                                  (18,750)                -
          Settlement of employment contracts,

          (non-cash)                                                                          -           327,501


    Changes in operating assets and liabilities:

       (Increase) in accounts receivable                                               (443,890)         (146,582)
       (Increase) Decrease in interest receivable                                       (80,529)          276,005
       Additions to capitalize software costs                                          (401,171)       (1,320,553)
       (Increase) in prepaid expenses                                                  (120,000)           (5,000)
       (Increase) in deferred finance costs                                                   -          (108,000)
       (Decrease) Increase in accounts payable                                         (224,222)           21,484
       Increase in state audit reserve                                                  305,219                 -
       Increase (Decrease) in accrued expenses                                           33,969           (10,060)
       (Decrease) in income tax payable                                                (301,520)                -
       (Decrease) in accrued termination costs                                          (49,305)         (543,419)
                                                                                  ---------------  ---------------
          Total adjustments                                                            (862,829)       (1,098,477)
                                                                                  ---------------  ---------------
       NET CASH  (USED IN) OPERATING ACTIVITIES                                      (1,307,067)       (2,111,602)

CASH FLOWS FROM INVESTING ACTIVITIES:

    Cash proceeds from the sale of securities                                          (180,107)                -
    Capital expenditures                                                                (73,215)         (120,002)
    Redeemed convertible preferred stock                                             (1,000,000)                -
    Increase in note receivable                                                        (250,000)         (500,000)
                                                                                  ---------------  ---------------
       NET DECREASE IN INVESTING ACTIVITIES                                          (1,503,322)         (620,002)
                                                                                  ---------------  ---------------
CASH FLOWS FROM FINANCING ACTIVITIES:

    (Decrease) in notes payable                                                               -           (79,585)
    Repayment of related party loans                                                    100,000           162,627
    Proceeds from debt financing                                                              -           161,855
    Net proceeds from long-term debt                                                          -           288,519
    Issuance of Common Stock, net of expenses                                           589,975           205,256
    Dividends paid on Series A Preferred Stock                                                -           (27,288)
                                                                                  ---------------  ---------------
       NET CASH PROVIDED BY FINANCING ACTIVITIES                                        689,975           711,384
                                                                                  ---------------  ---------------
NET (DECREASE) IN CASH                                                               (2,120,414)       (2,020,220)
CASH AT BEGINNING OF PERIOD                                                           7,618,259         2,575,356

                                                                                  ==============   ===============
CASH AT END OF PERIOD                                                           $     5,497,845 $         555,136
                                                                                  ==============   ===============
                 See notes to consolidated financial statements.

                                        5

</TABLE>

<PAGE>







                              TEKINSIGHT.COM, INC.
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - March 31, 2000
                                   (UNAUDITED)

1.  Basis of Presentation

     Reference is made to the annual report on Form 10-K of TekInsight.com, Inc.
(the "Company"), dated October 13, 1999, for the year ended June 30, 1999.

     The accompanying financial statements reflect all adjustments which, in the
opinion of  management,  are  necessary  for a fair  presentation  of  financial
position and the results of operations for the interim periods presented. Except
as  otherwise  disclosed,  all such  adjustments  are of a normal and  recurring
nature.  The results of operations  for any interim  period are not  necessarily
indicative of the results attainable for a full fiscal year.

2.  Basic Loss Per Share

     Loss Per Share is based on the  weighted  average  number of common  shares
outstanding  during each  period.  Potential  common  shares are included in the
computation  of  diluted  per share  amounts  outstanding  during  each  period.
Potential  common  shares are not included  for loss  periods as such  inclusion
would be anti-dilutive.

3. Marketable Securities

     On September 24, 1998,  the Company  completed a Stock  Purchase  Agreement
with ViewCast.com, Inc. (VCST) and the Company (the "Purchase" Agreement"). VCST
purchased  $2,000,000  worth  of  restricted  Company  common  stock  valued  at
$2,000,000 for $2,000,000 worth of VCST common stock. The Company  currently has
500,000  shares of  VCST's  common  stock  remaining  in  Investments-Marketable
Securities as of March 31, 2000.

     On June 30, 1999, Tadeo E - Commerce Corporation ("Tadeo"), entered into an
agreement with Business Talk Radio.Net, Inc. ("Business Talk"), a privately held
Company,  under  which,  an  aggregate  payment of $250,000 was made in July and
August  1999,  Tadeo  E  obtained  an  assignable  credit  for the  purchase  of
advertising  time on radio programs  operated by Business Talk having a value of
$1,200,000, and 564,056 shares of Series C Preferred Stock, par value $.0001 per
share,  convertible into 5% of the current outstanding capital stock of Business
Talk.  Each share of Class C Preferred  Stock has a  liquidation  preference  of
$.2217.  As part of the  transaction,  Tadeo E obtained  an option to acquire an
equivalent number of shares of Business Talk capital stock for an exercise price
of  $250,000,  as well as the right to "stream"  the  content of  Business  Talk
programming  on its  and  its  affiliates  web  sites  during  the  course  of a
three-year period without an additional  payment to Business Talk. On January 3,
2000, the Company exercised its option and, for a payment of $250,000,  acquired
an  additional  564,056  shares of Business  Talk  Series C Preferred  stock for
$.2217 per share.

                                       6
<PAGE>

     StyleSite  Marketing Inc. ("Style" a public company engaged in the business
of  distributing  women's and children's  fashion  apparel  related  accessories
through  catalogs  sales),  announced  on January  21,  2000 that it has filed a
Chapter  11  Petition  in the New York  Southern  District  for  itself  and its
subsidiaries.  The Company has set up an allowance for doubtful  accounts on its
receivables  from  Style in the amount of  $111,500  as of March 31,  2000.  The
Company  is  currently  carrying  on its  balance  sheet  under  "Investments  -
Marketable  Securities",  1,066,098 shares of common stock of Style at 99% below
cost,  or at $.01 per share.  The  Company  also has  10,000  shares of Series G
Preferred  Stock of Style at $100 / per  share.  The  Company  holds a  personal
guarantee  from Robert  Rubin,  an affiliate of  StyleSite on  obligations  with
respect to the Preferred Stock, and the value has been kept at cost.

     On April  20,  2000,  the  Company  filed an action  against  Style and its
lender,  First  Source  Financial,  LLP, in the United State  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 the Company,  the $1,000,000 purchase price paid for 10,000 shares of
Style Series G Preferred  Stock and the shares of Company  Common Stock having a
then $1,000,000  market value delivered to Style in exchange for an equal market
value of Style Common Stock under an agreement dated June 30, 1999.

     On September 1, 1999,  Astratek  entered into a Consulting and Professional
Service Agreement with 4th Peripheral Technologies,  Inc. ("4th Peripheral"),  a
privately  held  Company.  In  an  effort  to  strengthen  Astratek's  strategic
relationships  with 4th Peripheral,  the Company purchased 250,000 shares of 4th
Peripheral  Common Stock,  par value $.001 per share,  for $250,000 in a private
placement of securities.

     On November 5, 1999, the Company  signed a web site design and  development
agreement with Med-Emerg  International  ("Med-Emerg").  Med-Emerg,  the largest
physician  management  Company in Canada,  committed to becoming the pre-eminent
provider   of   an   Internet   health    network,    through   its   subsidiary
HealthConnect.com,   Inc.,  (www.healtyconnect.com),   an  Internet  information
technology  company that uses enabling  technology to link patients,  physicians
and service  providers.  Pursuant to the  agreement,  the Company will  receive,
measured as of the date of the Agreement, a total of $775,000, $150,000 in three
equal monthly  payments of $50,000,  $225,000 in three equal monthly payments of
$75,000, and 320,000 shares of Med-Emerg common stock having a fair market value
of $1.25  per  share  on the date of the  Agreement  ($400,000),  for the  joint
development of the health portal which will feature  HealthConnect.com's browser
software products called  Professional Health Monitor 1.0 TM and clinic@home 1.0
TM. The Med-Emerg  common stock is deliverable  on June 5, 2000.  These products
will offer such features as online EMR records, health library,  personal health
library, health magazines, 24-hour online health help desk, secure pharmacy, and
physician locator.

     The aforementioned  marketable securities have been classified as available
for sale  securities at March 31, 2000 and,  accordingly,  the  unrealized  gain
resulting  from  valuing  such  securities  at market  value is  reflected  as a
component of stockholders' equity.

                                       7
<PAGE>

4.   Note Receivable- Other

     The Company provided a public cosmetic manufacturing and marketing company,
Azurel, Ltd, with $1,528,167 in loan financing bearing interest at 8% due in May
2001 (the "Credit  Note"),  and  $550,000 in  financing  pursuant to a note (the
"Note") due June 30, 2000  bearing  interest  at 10%. In  addition,  the Company
received  warrants to acquire  500,000 shares of common stock of such company at
an exercise price of $1.50 per share. Repayment of amounts outstanding under the
Credit Note was secured by a pledge of  approximately  66.66% of the outstanding
shares of Azurel operating  subsidiaries  under the terms of the pledge security
agreement,  but which  pledge  has since been  released  pending a sale of those
subsidiaries  by Azurel and the restructure of the security  arrangement  with a
pledge  to  Tadeo E of part  of the  purchase  price  therefor  when it  becomes
available at closing.  In  consideration  for its pledge  release,  the exercise
price on warrants to acquire  500,000  shares of Azurel Common Stock held by the
Company and Tadeo E was lowered to $.60 per share (the  current  market price of
Azurel  common  stock) from $1.50 per share.  The Azurel  warrants were received
from Azurel originally in further consideration for advances to Azurel under the
Credit  Note.  The shares  acquired  upon  exercise of such Azurel  warrants are
subject to registration rights provided under the terms of a registration rights
agreement, as amended, dated June 1, 1999.

     Azurel is in default in its  interest  payments  on the Credit Note and the
Note, and on lease payments  under an equipment  lease of computer  hardware and
software  terminating in November 2001, and defaults have been declared.  Due to
the fact that the Company is currently  negotiating to  restructure  all of such
obligations with Azurel,  it has not accelerated  repayment of such obligations,
attempted  to foreclose on any  available  collateral,  or sought to recover the
leased  equipment.  As of March 31, 2000, income of $106,050 has been recognized
for the three obligations mentioned above.

     On March 31, 2000, the Company, received repayment in full of principal and
interest  under its $100,000  loan from the Company to Seven Sons,  Inc., a golf
and tennis equipment store affiliated with a director of the Company.

5.   Commitments and Contingencies

     Department  of  Health  Services  -  One  of  the  Company's   discontinued
wholly-owned   subsidiaries   underwent  an  audit  by  the   California   State
Controller's  Office,  Division  of  Audits,  for  the  purpose  of  determining
compliance  with  guidelines of the  California  Department  of Health  Services
("Medi-Cal") and the California  State Board of  Equalization.  The Controller's
Office  issued a report to the effect  that the  subsidiary  owed,  and issued a
Letter of Demand for, $1.3 million,  contending that for the period July 1, 1990
to June 30, 1993,  the  subsidiary  practiced  unfair  pricing to its customers.
Additionally,  accrued  interest  on the amount  demanded  is also sought by the
Controller's  Office.  On January 20, 1999, the Superior Court  recommended that
the overpayment  determination be upheld. The subsidiary has a pending appeal to
overturn  the  ruling,  which has been  upheld.  In March  1999,  the  Company's
wholly-owned  subsidiary  filed an appeal to the Superior  Court's decision with
the  California  Court of Appeals.  On January 26,  2000,  the Company  lost its
appeal with the California Court of Appeals.  The Company has provided a reserve
for the  principal  amount of $1,339,785  and as of March 31, 2000,  $365,434 in
accrued interest,  or $1,705,219 in total. The Company has decided not to appeal
the  decision.  A demand for payment  has not yet been made by the  Controller's
Office.

                                        8
<PAGE>

     See  Note  4,  "Note   Receivable  -  Other"  for  information   concerning
indebtedness and lease  obligations of Azurel to the Company and Tadeo E and its
other collateralized obligations to Tadeo E.


6.       Termination  Agreements

     The Company entered into the following contract  subsequent to the disposal
of its  business  to Gainor in January  1998:  With a former  operating  officer
commencing March 1998, aggregating $485,000,  payable in monthly installments of
$7,633  through  March 2003.  The Company has recorded the present value of this
contract at $359,265,  with the balance being  $230,904 at March 31, 2000.  With
the prepayment of the Note from Gainor in April 1999, the termination  agreement
calls for amounts owed under the  termination  contract to be prepaid.  However,
the former operating officer informed the Company that he desires to continue to
receive  monthly  payments rather than the lump sum payment called for under the
contract.  As a result, the Company continues to make monthly payment under this
obligation and is carrying the agreement as short-term liability.

7.   Gain from Discontinued Operations

     The  Company's   wholly-owned   subsidiary,   Patient  Care  Services,  was
previously  the  subject of an  investigation  by  Medicare  for (i)  Medicare's
alleged  overpayment for products and services by Patient Care Services and (ii)
Medicare's  payment to patient Care Services for claims which were allegedly not
properly subject to Medicare's reimbursement.  During fiscal year 1995, Medicare
withheld  $300,766 of payments due for claims  reimbursement to cover previously
estimated liabilities resulting from this investigation. A further assessment in
the amount of $78,500  resulting from  continuation  of this  investigation  was
made,  and that  amount  withheld  in July 1996.  The  Company  went  through an
in-person hearing on May 28, 1997 to contest  Medicare's  aggregate  $379,200 of
withheld  reimbursement,  and on July 28, 1997 the Company  received a partially
favorable Hearing  Decision.  The Company received a refund on October 31, 1997,
for $30,314 from  Medicare  Part B based upon the  partially  favorable  Hearing
Decision.  In September 1999, an Administrative  Law Judge ruled in favor of the
Company  and the  Company  received  $437,086  in  April  2000,  which  includes
interest. Offsetting this amount was $305,219 in additional interest reserved as
of March 31, 2000 which is associated with a decision in favor of the California
Department of Health Services which decision is not being further appealed.  For
more information see Note 5, "Commitments and Contingencies."

8.  Potential Acquisitions

     On February 28, 2000, TekInsight and Data Systems entered into an agreement
and plan of merger pursuant to which Data Systems will be merged into TekInsight
Services,  Inc., a  wholly-owned  and  operating  subsidiary of  TekInsight.  In
consideration  for the merger,  shareholders  of Data  Systems'  will  receive a
varying  purchase  price  which will equal  $12,500,000  if the market  price of
TekInsight's  common  stock at the time of closing is less than $5.00 per share,
$16,000,000 if the market price is between $5.00 and

                                        9
<PAGE>


$7.00 per share,  and  $18,000,000  if the market price is over $7.00 per share.
The merger  price will be delivered to  shareholders  of Data Systems  through a
distribution  of a number of shares  of a new  class of  TekInsight  convertible
preferred  stock proposed to be listed on the Nasdaq SmallCap  Market,  with the
number of such shares to be found by dividing the applicable merger price by the
market  price.  Completion  of the merger is subject to a number of  conditions,
including  receipt  of  TekInsight  and  Data  Systems   shareholder   approval,
acceptance  by Nasdaq for the  listing of the  convertible  preferred  stock and
other customary closing conditions. There can be no assurance the Nasdaq listing
will be obtained for the newly issued  convertible  preferred stock, or that any
of the closing  conditions  will be  satisfied.  Although no  assurances  can be
given, the parties intend to close the merger no later than June 30, 2000.

     On April 4, 2000 the Company announced that it signed a letter of intent to
acquire Big  Technologies,  Inc. for $1.2 million in market value of the Company
common stock and an incentive  plan which could earn an  additional  $650,000 in
market value of Company common stock. Big Technologies is an  Internet-solutions
firm   specializing  in  the  development  of  government  sites  with  advanced
transactional  applications.  Big Technologies enhances  communications  between
governments and constituents, saving both parties time and money. Since 1995 Big
Technologies  has been creating  transactional  Web  applications  for municipal
agencies.  The  firm's  most  notable  municipal  sites  are the City of  Boston
(www.cityofboston.com)     and    Suffolk     County     Registry    of    Deeds
(www.suffolkdeeds.com).


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS
                  OF FINANCIAL CONDITIONS AND RESULTS OF OPERATION


Forward-Looking Statements

     When used in the Form 10-Q and in future  filings by the  Company  with the
Securities  and Exchange  Commission,  the words or phrases "will likely result"
and "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 as demand
for our products,  size and timing of significant  orders and their fulfillment,
the  Company's  ability to develop  and upgrade its  technology,  the  Company's
ability to compete in a highly competitive market and undetected software errors
and other product  quality  problems,  and the Company's  ability to recover its
investments in certain marketable  securities . 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.


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<PAGE>

General

     For  information  concerning the Company's  potential  acquisitions of Data
Systems  and Big  Technologies,  see  Part I,  Item  1,  Consolidated  Financial
Statements, Note 8, "Potential Acquisitions".

     Bugsolver.com, Inc., a wholly-owned subsidiary, formed in November 1999, of
the Company,  provides  technology  and services for the  resolution of computer
hardware and software system failures.  On April 14, 2000,  Bugsolver  announced
the public  availability of its first service,  Bugsolver  Developer.  Bugsolver
Developer is capable of generating an in-depth  profile of an operating  failure
experienced  by the user's  personal  computer.  Using the  Bugsolver  Developer
service, the profile is sent automatically via the Internet to the Bugsolver Web
site where a professional reviews the profile, bypassing the need to communicate
with the user and  cutting  down  greatly  on the time  needed to  diagnose  and
correct a computer failure or problem.

     The Help  Desk  Institute,  a  computer  service  industry  research  group
estimates that up to 80% of technical  support costs stem from the time it takes
to uncover and  re-create  the series of events  leading to a computer  failure,
Bugsolver  Developer reduces this time  significantly and generates  information
regarding the condition of the computer at the time of failure of problem.

Results of Operations

     The three  months  ended March 31, 2000 (the "2000 Three Month  Period") as
compared  to the three  months  ended  March 31,  1999 (the " 1999  Three  Month
Period")

     Revenues  for the 2000 Three  Month  Period were  $566,635,  an increase of
$230,553, or 69%, from the 1999 Three Month Period.  Several factors contributed
to this increase.  Revenue  associated with the Med-Emerg Internet Web Agreement
of $485,714  for the 2000 Three Month Period did not exist during the 1999 Three
Month  Period.  The Company has  recognized  five months of the $400,000 due the
Company from Med-Emerg this quarter.  For more information,  see Part I, Item 1,
Consolidated  Financial  Statements Note 5,  "Commitments,  and Contingencies" .
Offsetting  this  increase  was a decrease in revenues  from sales of the Visual
Audit  product  that is  distributed  by  Viasoft on behalf of the  Company,  of
$154,467  for the 2000 Three Month  Period,  due to the fact that the product is
principally  used in connection  with Year 2000  computer  "bug"  problems,  the
importance  of  which  is  significantly  diminished.  Revenue  associated  with
professional  services provided to various clients decreased by $143,214 for the
2000 Three Month  Period,  or a 95% decrease  over the 1999 Three Month  Period.
Staff was shifted to complete work on the Internet web sites.

     Total  cost of goods  sold for the 2000 Three  Month  Period was  $251,340,
representing costs of approximately 44% of revenues for the period,  while total
cost  of  goods  sold  for  the  1999  Three  Month  Period  were   $290,111  or
approximately  86% of revenue.  This 42%  favorable  variance as a percentage of
revenue  is the  result of  increased  revenue  as  mentioned  above,  without a
corresponding  increase in related labor or other costs necessary to produce the
revenues.

     Selling,  general  and  administrative  expenses  for the 2000 Three  Month
Period  increased by 39%, or $340,633,  from the 1999 Three Month  Period.  This
increase is primarily due to the  launching of the new product  line,  BugSolver


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<PAGE>


Developer,  and increases in professional  and consultant  services for the 2000
Three Month Period of 807%, or $252,338, from the 1999 Three Month Period. Legal
services for the 2000 Three Month Period  increased by 497%,  or $153,459,  from
the 1999  Three  Month  Period,  related  to the  development  of the  Company's
increased new Internet Web Agreement activities,  and activities related to: the
negotiation,  investigation  and  execution  of the Merger  Agreement  with Data
Systems;  activities related to the preparation of registration statements to be
filed with the Securities and Exchange Commission for distribution of securities
by public  warrants  holders and selling  stockholders  and for  distribution of
securities to Data Systems  shareholders in connection with the Merger;  and the
investigation,  preparation  and  filing of  pleadings  in the  Company's  legal
proceedings  against  Style for recovery of  $1,000,000  in cash and  $1,000,000
original  value  of  Company  securities  delivered  to Style  under  securities
purchase  agreement  dated June 1,1999.  Partially  offsetting this increase was
Internet Web  Agreement  work which has been  absorbed  with minor  increases in
staffing levels.  The Company has been able to avoid  approximately  $101,791 in
expenses by absorbing additional services work without hiring additional staff.

     Net interest  income  increased for the 2000 Three Month Period to $178,118
from  ($12,687) for the 1999 Three Month Period.  This increase is primarily due
to the  recognition  of  $106,050  in income  from  outstanding  Notes and lease
obligations  with Azurel.  See Part I, Item 1, Notes to  Consolidated  Financial
Statements,  Note 4, "Note  Receivable - Other" for  information  concerning the
Company's recent agreements with Azurel.

     Net loss of $259,262  reflects a decrease in loss of $289,370  for the 2000
Three Month Period. Contributing factors include 1) increased revenue associated
with the  Med-Emerg  web  design  and  development  project,  2) the  gain  from
discontinued operations and 3) the income associated with various obligations as
mentioned above.

The nine months ended March 31, 2000 (the "2000 Nine Month  Period") as compared
to the nine months ended March 31, 1999 (the "1999 Nine Month Period")

     Revenue  for the 2000 Nine Month  Period was  $1,528,814,  an  increase  of
$225,504,  or 17 % from the 1999 Nine Month Period.  Several factors contributed
to this favorable variance: $585,714 in revenue associated with the Internet Web
design  and  development   activities  for  Med-Emerg  and  $89,000  in  revenue
associated with various web design projects for the 2000 Nine Month Period which
did not exist  during  the 1999  Nine  Month  Period.  Offsetting  such  revenue
increases was the sales decrease of $394,689 for the Visual Audit product during
the 2000 Nine Month  Period.  See  "Results of  Operations  for the Three Months
ended March 31, 2000 as compared to the Three Months ended March 31, 1999",  for
additional information concerning such revenue.


                                       12
<PAGE>


     Total cost of goods sold  during the 2000 Nine Month  Period was  $893,938,
representing  costs of approximately 58% of revenue for the period,  while total
cost of goods sold for the 1999 Nine Month Period was $575,860, or approximately
44% of revenue.  This 14% unfavorable  variance as a percentage of revenue is in
part the result of an increase of $154,604 in cost of goods sold associated with
the  increase in internet  Web design and  development  for  Med-Emerg  and work
associated with various other web design projects for the 2000 Nine Month Period
which did not exist during the 1999 Nine Month Period.

     Total  operating  expenses  during the 2000 Nine Month Period  decreased to
$1,683,500,  or 110% of revenue, as compared to $2,248,581,  or 173% of revenue,
during the 1999 Nine Month Period. A contributing factor relates to the improved
process by which operations record and capture capitalized  software costs as it
relates to salary expenses during the 2000 Nine Month Period, and a reduction in
the Company's full-time equivalent head count.

     Other income and expenses  include  interest  income of $379,080 during the
2000 Nine Month Period  compared to $508,006  during the 1999 Nine Month Period.
The 25%  decrease  is  primarily  related to the Gainor  Note and the  quarterly
interest  payments,  which  note was paid in full  during  the 1999  Nine  Month
Period.

     Net  loss  for  the  2000  Nine  Month  Period  of  $444,237  is  primarily
attributable to the losses from operations, in the amount of $1,048,623.

Liquidity and Capital Resources

     As of March  31,  2000 the  Company  had  working  capital  of  $4,375,007,
compared to working  capital of  $5,365,143  at June 30, 1999.  This decrease in
working  capital is primarily due to losses in  operations  during the 2000 Nine
Month Period of $1,048,623.

     The Company currently  receives on average $19,348 a month in interest from
its various money market and  certificate of deposit  accounts.  For information
concerning the status of the Company's  loans and other  financial  transactions
with Style and Azurel,  including  the  Company's  effort to recover  amounts in
default under separate obligations,  see Part I, Item 1, Consolidated  Financial
Statements,  Note 3  "Marketable  Securities"  and Note 4,  "Note  Receivable  -
Other".

     Cash proceeds from the sale of the Company's operating assets and the stock
of its two former  principal  operating  subsidiaries,  Diabetes Self Care, Inc.
("Diabetes") and USCI Healthcare Management  Solutions,  Inc. ("HMS"), to Gainor
Medical Management, LLC, a privately held Georgia company ("Gainor"), along with
the proceeds from the $9,300,000  prepayment in April 1999 of the Note, has been
partially  used in operations  and for the  investment in and loans to strategic
partners.  The resulting financial  transactions have reduced the Company's cash
reserves and reduced the Company's  monthly interest received on those reserves.
See  Part I,  Item 1,  Consolidated  Financial  Statements,  Note 3  "Marketable
Securities" and Note 4, "Note  Receivable - Other",  and Note 5, "Commitment and
Contingencies".


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<PAGE>


     The Company  currently has sufficient  cash resources and liquidity to meet
its short-term and long-term capital needs.


PART II - OTHER INFORMATION

Item 1. Legal Proceedings

     For information  concerning the Company's decision not to further appeal an
adverse  decision  in  the  Company's   litigation  with  the  California  State
Controller's Office, see Part I, Item 1, Consolidated Financial Statements, Note
5 "Commitments and Contingencies.

Item 2. Changes in Securities and Use of Proceeds

     On February 15,  2000,  in a  transaction  exempt from  registration  under
Section  4(2) of the  Securities  Act of 1933 (the "1933  Act"),  as part of the
compensation  granted  to an  investment  banking  firm  in  connection  with  a
consulting  agreement pursuant to which that firm has agreed to provide business
development,  investment banking and financial advisory services to the Company,
the Company  issued two (2) Warrants  exercisable  through  February  15,2000 to
acquire an  aggregate of 300,000  shares of Company  Common Stock at $4.0625 per
share (the  closing  price for a share of Company  Common  Stock on February 14,
2000). One of the Warrants to acquire 100,000 shares,  is exercisable only after
February 15, 2001 in the event that the Company has not previously exercised its
right to terminate such agreement.

     On February  1, 2000,  in a  transaction  exempt  from  registration  under
Section 4(2) of the 1933 Act,  the Company  granted to Steven Ross, a consultant
to the  Company  (but who has since  become the  President  and Chief  Executive
Officer of the  Company),  options to acquire  400,000  shares of the  Company's
Common  Stock at an exercise  price of $3.00 per share (the fair market value at
that time), expiring on February 1, 2003. This option vests as follows:  100,000
shares upon the date of grant;  100,000 shares upon the closing market price for
Company  Common  Stock  equaling or  exceeding  $5.00 per share for five trading
days;  100,000  shares upon the closing  market  price for Company  Common Stock
equaling or exceeding  $6.00 per share for five trading days; and 100,000 shares
upon the closing  market price for Company  Common  Stock  equaling or exceeding
$8.00 per share for five  trading  days.  To date,  options to  acquire  200,000
shares of Company Common Stock have vested.

Item. 6.  Exhibits and reports on form 8-K

                  (a) Exhibits

27.0     Financial data schedule.

                  (b) Reports on form 8-K

                         During the quarter  ended March 31,  2000,  the Company
                    made the following filings on Form 8-K/A: (i) Report on Form
                    8-K on  January  26,  2000 with  respect  to Item 5,  "Other
                    Information",  and (ii) Report on Form 8-K on  February  29,
                    2000, with respect to Item 5, "Other Information".


                                       14
<PAGE>





                                    SIGNATURE


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



                                                            TEKINSIGHT.COM, INC.





                                                          By:/s/Michael F. Niles
                                                          ----------------------
                                                                Michael F. Niles
                                                                Secretary


Date: May 15, 2000

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