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, 1999

                                       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

                              TADEO HOLDINGS, 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.)


                       42705 Grand River Avenue - Suite 20
                              Novi, Michigan 48375
               (Address of principal executive offices) (Zip code)


        Registrant's telephone number, including area code (540) 982-7199




         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 filing  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 April 20, 1999 was 15,042,813.


                                     1 of 15

<PAGE>

                      TADEO HOLDINGS, INC. AND SUBSIDIARIES

                                      INDEX


PART I - FINANCIAL INFORMATION
                                                                        Page
                                                                       Number

         Item 1 - Consolidated Financial Statements

         Consolidated Balance Sheet - March 31, 1999                     3

         Consolidated Statement of Operations - For the three
              and nine months ended March 31, 1999 and 1998              4

         Consolidated Statement of Cash Flows - For the
              nine months ended March 31, 1999 and 1998                  5

         Notes to Consolidated Financial Statements                      6 - 9

         Item 2 - Management's Discussion and Analysis of Financial
         Condition and Results of Operation                              10 - 14
         ----------------------------------


PART II - OTHER INFORMATION                                              14


SIGNATURE                                                                15


                                     2 of 15

<PAGE>
                      TADEO HOLDINGS, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET

                                   (Unaudited)

                                                                 March 31,   
                                ASSETS                             1999 
                                                          ----------------------
CURRENT ASSETS:
     Cash                                              $                555,137
     Accounts receivable                                                158,132 
     Prepaid expenses and other assets                                    5,000 
     Note receivable - other                                            500,000 
               TOTAL CURRENT ASSETS                                   1,218,269
                                                            
LONG--TERM NOTE RECEIVABLE                                            6,000,000 

MARKETABLE SECURITIES                                                 2,000,000

PROPERTY AND EQUIPMENT
     net of accumulated depreciation of $41,560                          78,442 

CAPITALIZED SOFTWARE COSTS, net                                         988,962 

DEFERRED FINANCE COSTS                                                   43,075 

DEPOSITS AND OTHER ASSETS                                                43,058 
                                                          ----------------------
                                                       $             10,371,806 
                                                          ======================
               LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
     Accounts payable                                  $                472,590 
     Accrued expenses                                                   140,365 
     Notes payable - current portion                                     83,675 
     State audit reserves                                               700,000 

     Accrued termination costs, short-term                               64,939 
                                                          ----------------------
TOTAL CURRENT LIABILITIES                                             1,461,569 
          
ACCRUED TERMINATION COSTS, long-term                                    455,904 
LONG TERM NOTES PAYABLE, net of current portion                         311,779 
                                                             

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY:
     Preferred stock, Series B Cumulative Convertible, 
         $.0001 par value, 10,000,000 shares authorized,
         1,000,000 shares issued and outstanding                        505,000 
     Common stock, $.0001 par value, 40,000,000 shares
         authorized, 15,042,813 shares issued and 
         outstanding as of  March 31, 1999                                1,504 
     Additional paid-in capital                                      17,797,413 
     Accumulated earnings/(deficit)                                 (10,161,363)
                                                                                
TOTAL STOCKHOLDERS' EQUITY                                            8,142,554
                                                          ----------------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY             $             10,371,806 
                                                          ======================

                 See notes to consolidated financial statements.

                                  Page 3 of 15
<PAGE>
<TABLE>
<CAPTION>
                      TADEO HOLDINGS, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENT OF OPERATIONS

                                   (Unaudited)
                                                       Three Months Ended March 31,             Nine Months Ended March 31,
                                                ---------------------------------------   -----------------------------------
                                                       1999                 1998                1999                 1998
                                                ------------------   ------------------   -----------------   ---------------
<S>                                            <C>                   <C>                  <C>                 <C>    
REVENUES                                       $           336,082   $          154,194   $       1,303,310     $     502,723

COST OF GOODS SOLD                                         290,111               32,759             575,860           204,517
                                                ------------------   ------------------   -----------------   ---------------
     GROSS PROFIT                                           45,971              121,435             727,450           298,206

OPERATING EXPENSES:
     Selling, general and administrative                   539,606              884,714           1,805,866         2,412,549
     Research and development                               37,133                4,280              99,629            33,740
     Depreciation and amortization                           5,177                2,573              15,585             9,561
     TOTAL OPERATING EXPENSES                              581,916              891,567           1,921,080         2,455,850
                                                ------------------   ------------------   -----------------   ---------------
SETTLEMENT OF EMPLOYMENT CONTRACTS,
     (NON-CASH)                                                  -                    -             327,501                 -
                                                ------------------   ------------------   -----------------   ---------------
INCOME (LOSS) FROM OPERATIONS                             (535,945)            (770,132)         (1,521,131)       (2,157,644)

INTEREST INCOME (EXPENSE), net                             (12,687)                   -             508,006           (22,368)
                                                ------------------   ------------------   -----------------   ---------------
NET ( LOSS)                                    $          (548,632)  $         (770,132)  $      (1,013,125)    $  (2,180,012)
                                                ==================   ==================   =================   ===============
PREFERRED STOCK DIVIDENDS                                        -                    -             (27,288)         (194,246)
                                                ------------------   ------------------   -----------------   ---------------
NET LOSS APPLICABLE TO
     COMMON SHARE HOLDERS                      $          (548,632)  $         (770,132)  $      (1,040,413)    $  (2,374,258)
                                                ==================   ==================   =================   ===============

NET ( LOSS) PER SHARE - basic and diluted      $             (0.04)  $            (0.08)  $           (0.07)    $       (0.24)
                                                ==================   ==================   =================   ===============
WEIGHTED AVERAGE NUMBER OF SHARES
     USED IN COMPUTATION                                15,042,813            9,724,579          13,918,005         9,724,579
</TABLE>

                            See notes to consolidated
                             financial statements.

                                  Page 4 of 15
<PAGE>
<TABLE>
<CAPTION>
                      TADEO HOLDINGS, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENT OF CASH FLOWS

                                   (Unaudited)
                                                                                            Nine Months Ended March 31,
                                                                                 -------------------------------------------------
                                                                                          1999                         1998
                                                                                 --------------------     ------------------------
<S>                                                                             <C>                       <C>    
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net income/( loss)                                                         $          (1,013,125)    $             (2,180,012)
                                                                                 --------------------     ------------------------
     Adjustments to reconcile net income/(loss)  to net cash from
           operating
           activities:
                Depreciation                                                                   15,585                      229,630
                Amortization of deferred finance costs and debt discount                       62,972                       23,328
                Amortization of capitalized software costs                                    331,591                       34,211
                Settlement of employment contracts,
                (non-cash)                                                                    327,501                            -
     Changes in operating assets and liabilities:
           (Increase) in accounts receivable                                                 (146,582)                     (68,082)
           Decrease in interest receivable                                                    276,005                      202,000
           Additions to capitalize software costs                                          (1,320,553)                    (278,129)
           (Increase) in prepaid expenses                                                      (5,000)                     (48,225)
           (Increase) in deferred finance costs                                              (108,000)                    (105,000)
           Increase in accounts payable                                                        21,484                      240,976
           (Decrease) Increase in accrued expenses                                            (10,060)                     103,797
           Decrease in net assets of discontinued operation                                         -                    1,060,507
           (Decrease) in accrued termination costs                                           (543,419)                           -
                Total                                                                      (1,098,477)                   1,395,013
                adjustments
                                                                                 --------------------     ------------------------
           NET CASH  (USED IN) OPERATING ACTIVITIES                                        (2,111,602)                    (784,999)
                                                                                 --------------------     ------------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
     Cash proceeds from the sale of operation                                                       -                    8,065,336
     Capital expenditures                                                                    (120,002)                    (590,893)
     (Increase) in note                                                                      (500,000)                           -
     receivable
           NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES                               (620,002)                   7,474,443
                                                                                 --------------------     ------------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
     Decrease in notes  payable                                                               (79,585)
     Increase in related party loans                                                          162,627                            -
     Proceeds from debt                                                                       161,855                      399,674
     financing
     Repayment of revolving credit line                                                             -                   (4,365,409)
     Net proceeds from (repayment of) long-term debt                                          288,519                     (352,596)
     Net proceeds from the sale of Common Stock                                               205,256                        2,005
     Dividends paid on Series A Preferred Stock                                               (27,288)                    (194,246)
     Redemption of Series A Preferred Stock                                                         -                     (507,578)
                                                                                 --------------------     ------------------------
           NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES                                711,384                  (5,018,150)
                                                                                 --------------------     ------------------------
NET INCREASE (DECREASE) IN CASH                                                            (2,020,220)                  1,671,294

CASH AT BEGINNING OF PERIOD                                                                 2,575,356                     904,062
                                                                                 --------------------     ------------------------
CASH AT END OF PERIOD                                                          $              555,136    $              2,575,356
                                                                                 ====================     ========================
</TABLE>

                                  See notes to
                       consolidated financial statements.

                                  Page 5 of 15



<PAGE>


                              TADEO HOLDINGS, INC.
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - March 31, 1999
                                   (UNAUDITED)


1.  Basis of Presentation

         Reference is made to the annual report on form 10-K of Tadeo  Holdings,
Inc. (the "Company") dated October 13, 1998 for the year ended June 30, 1998.

         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.  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,   between   ViewCast.Com   Inc.   (VCST)  and  Tadeo  (the  "Purchase
Agreement").  VCST purchased  $2,000,000  worth of restricted Tadeo Common Stock
for $2,000,000  worth of VCST Common Stock.  The Company issued 1,240,310 shares
of Tadeo  Common  Stock at the sale  price of  $1.6125  per share  and  received
1,000,000  shares of VCST's  Common  Stock for the  purchase  price of $2.00 per
share.  The Company is carrying VCST's Common Stock at cost,  approximately  the
market value on March 31, 1999. In the case of each  corporation,  the number of
shares issued was less than 20% of the outstanding Common Stock of the issuer on
September 24, 1998. On April 23, 1999,  the Company sold 440,000  shares of VCST
for $6.00 a share in a private  transaction.  The Company realized a net gain of
$1,628,000 after brokerage commissions in this sale.

4. Note Receivable - Other

         On January 20, 1999,  the Company  loaned  $250,000 to Azurel,  LTD., a
Delaware  corporation,  in  consideration  for a $250,000  promissory  Note from
Azurel,  LTD with  interest at 20.8% per annum.  The Note was due  February  19,
1999,  but was verbally  extended  until April 30, 1999. On April 30, 1999,  the
Company  loaned an additional  $250,000 to Azurel,  LTD in  consideration  for a
$500,000  promissory  Note,  due May 31, 1999 from Azurel,  LTD with interest at
20.8% per annum.  (which Note  replaced the Note from Azurel,  LTD dated January
20, 1999).

                                     6 of 15

<PAGE>



5. Contingencies

Department of Health Services

         The  Company's  wholly-owned  subsidiary  has  undergone  an  audit  by
representatives of the State of California,  State Controller's Office, Division
of Audits.  The purpose of the audit was to determine the level of the Company's
wholly-owned  subsidiary's  compliance  with the  guidelines  of the  California
Department  of Health  Services  (Medi-Cal)  and the  California  State Board of
Equalization. Representatives from the State Controller's Office have raised the
issue of  whether  the  Company's  wholly-owned  subsidiary  may have  practiced
two-tier  pricing  policies  in the charges to it's  customers  which are not in
conformance with Medi-Cal regulations. Under such regulations, a company may not
charge any  customer  prices less than those  charged to the  Medi-Cal  program.
Based  upon  Management's   independent   review,  the  Company's   wholly-owned
subsidiary  maintains that it has conformed with pricing regulations because its
prices are consistent within each of its operating subsidiaries,  Sugar Free and
Home  Therapy,  and  because  these  two  subsidiaries  are  offering  different
services.  The Company's  Management  further believes that the Medi-Cal program
was charged the "prevailing prices" charged for supplies, and that those charges
were in compliance with current  regulations,  and that the Representatives from
the  Controller's  Office compared prices for different  services with different
delivery methods.  The State Controller's Office contends that the reimbursement
was paid for products,  and not for services,  so the  difference in pricing was
not warranted based upon the services  rendered in conjunction with the products
delivered.  In July 1994,  the State  Controller's  Office  issued an  Auditor's
Report with findings to the Department of Health Services ("DHS") for the period
beginning July 1, 1990 through June 30, 1993.  The Report  recommends a recovery
of approximately $1.3 million due to such alleged two-tier pricing.  In November
1994 the State  Controller's  Office issued Letter of Demand for the recovery of
such  amounts  due. In November  1994,  the  Company's  wholly-owned  subsidiary
appealed  the audit  determination  made by the State  Controller's  Office.  In
January 1996 a hearing was held before an Administrative Law Judge. In July 1996
the Judge  recommended that the overpayment  determination be upheld.  In August
1996 the DHS adopted the  recommendation  of the Law Judge as the final decision
of the Director of DHS. In January 1997 the  Company's  wholly-owned  subsidiary
filed an appeal to the decision  with the  Superior  Court for the County of Los
Angeles.  On January 4, 1999, the Superior Court held a hearing on the issue and
ruled at that time. On January 20, 1999, the Superior Court recommended that the
overpayment  determination be 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.  The Company's  wholly-owned  subsidiary intends to vigorously
contest any recovery by the State with respect to such alleged  improper pricing
practices for services rendered.

         Based upon the above contingency, the Company's wholly-owned subsidiary
has  provided a reserve,  in the event that a defense of its  position  does not
prevail,  of $700,000.  Management  believes that a total  estimated  settlement
amount of $700,000,  or 54% of the maximum amount demanded,  is reasonable under
the circumstances with respect to this matter.



                                     7 of 15

<PAGE>



6.  Termination Agreements

         The Company  entered into the  following  contracts  subsequent  to the
disposal of its business:

         A. 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 $295,843 at March 31, 1999.

         B.  With  three   former   officers   dated   July  1998,   aggregating
         consideration of $862,498,  with $385,000 paid in August 1998, $225,000
         settled through the issuance of notes payable due January 2000, bearing
         interest at 7% per annum and the $252,490 balance settled by exchanging
         cash  severance  payments for the direct  issuance of 168,332 shares of
         Common  Stock (at $1.00  value per  share)  and the  exercise  price of
         concurrently  granted  options to acquire 84,167 shares of Common Stock
         at $1 per share.  The Company  retired the $225,000  notes on April 23,
         1999.

7.       Note Receivable

         The  Note  is due  from  Gainor  in  connection  with  the  sale of the
Company's  business in January 1998.  The Note has a face amount of  $17,000,000
and is due in January  2003.  The Note bears  interest at the rate of 7% for the
first year and 8% per annum thereafter, with interest payable quarterly.

         The  Asset  Purchase  Agreement  states  that  the Note is  subject  to
reduction by Gainor under each of the following circumstances:

         A)  A failure to obtain the requisite number of assignments of benefits
         form former patients, with a maximum adjustment of $2,000,000.

         B) The failure of Gainor to collect a minimum of $5.75 million of 
         purchased accounts receivable with the principal on the Note reduced by
         any short-fall.

         C) If 75% of the  revenues  achieved by the  acquired  business for the
         year subsequent to closing (the "Post Closing  Revenue") does not equal
         at  least  $17,000,000  (the  "Minimum  Post  Closing  Revenues"),  the
         principal  of the Note will be reduced by any  short-fall  between Post
         Closing Revenue and the Minimum Post Closing Revenue.

         As a result of the  aforementioned,  the Company  reduced the  carrying
basis of the Note to $6,000,000  based on what management  believes would be the
value  of the  Note if it were to be sold  to an  unrelated  third  party  in an
arms-length  transaction.  The  Company,  therefore,  reduced  the  gain  on the
disposal of the  discontinued  business  by  $11,000,000.  However,  the Company
continued to  vigorously  pursue the full  collection  of the face amount of the
Note, as well as all interest accrued. See below.



                                     8 of 15

<PAGE>



         In September  1998,  Gainor notified the Company that the assignment of
benefits  provision was at the maximum  adjustment  level of $2,000,000.  Gainor
made a  $559,800  downward  adjustment  to the Note  principal,  and  granted an
extension  until  November  21,  1998 of the time  for a  sufficient  number  of
assignments  of  benefits  to be  received  by Gainor in order to avoid  further
downward  adjustment to the Note  principal.  Gainor had previously  reduced the
Note balance by approximately  $145,000,  for what were claimed to be unrecorded
purchase date accruals,  as an adjustment to the closing balance sheet under the
Asset Purchase  Agreement.  In addition,  Gainor notified the Company that as of
August 31, 1998, (i) its  collection of  receivables  purchased from the Company
pursuant to the Asset Purchase  Agreement were behind  schedule such that, on an
annualized  basis,  collection  would result in less than $5.75 million for such
account,  and (ii) its  generation of revenues  from  operation of the purchased
business was not as anticipated,  both of which resulted in additional  downward
adjustments  to the  Note  principal  under  the  terms  of the  Asset  Purchase
Agreement.

         On  April  6,  1999,  the  Company   received  from  Gainor  Medical  a
pre-payment in full of the Note. The Company received $9.3 million in cash, plus
Gainor agreed to return uncollected medical  receivables  previously sold by the
Company to Gainor totaling  approximately  $2 million.  The Company had recorded
the  Note  at  $6  million,  so  the  transaction  will  result  in a  one  time
extraordinary $3 million profit for the Company.

                                     9 of 15

<PAGE>



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

Year 2000

         The Company  had no going  operations  during the first  quarter of the
fiscal year. In October 1998, the Company acquired Astratek,  Inc. ("Astratek").
Astratek, a wholly-owned subsidiary of the Company,  develops software tools and
related  products for Internet and Intranet  technology and provides  consulting
and professional services for several major companies.  The Company will jointly
develop a business plan with Astratek's management to address potential problems
relating  to year 2000  issues.  The Company  plans to work with its  customers,
suppliers  and third party service  providers to identify  external and internal
weaknesses and provide solutions which will prevent the disruption of Astratek's
business operations.  Astratek is currently implementing a new accounting system
which is year 2000  compliant.  The  Company  does not  expect  the cost of such
implementation,  or the effects of year-2000 non-compliance issues involving its
customers and suppliers, to have a material adverse effect on its future results
of operations, liquidity or capital resources.

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  speak 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.  The
Company has no obligation to publicly  release the result 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.

General

         On October 27, 1998, the Company completed the acquisition of Astratek,
Inc.,  a New  York  corporation  ("Astratek").  The  Company  acquired  Astratek
pursuant to a merger (the "Merger") of Astratek  Acquisition  Corp.  ("AAC"),  a
wholly-owned  subsidiary of the Company,  with and into Astratek,  with Astratek
becoming  the  wholly-owned   subsidiary  of  the  Company,   as  the  surviving
corporation  of the  Merger.  The Merger was  effected  in  accordance  with the
Agreement and Plan of Merger (the "Merger  Agreement"),  dated as of October 23,
1998,  among the  Company,  AAC,  Astratek,  and the  shareholders  of Astratek.
Astratek  develops software tools and related products for Internet and intranet
technology and provides  consulting and professional  services for several major
companies. As the Merger Consideration  delivered to Astratek shareholders,  the
Company issued  2,294,900  shares of the Company's  common stock in exchange for
cancellation  of all the issued and  outstanding  shares of the capital stock of
Astratek prior to the Merger and the issuance of 100 shares of

                                    10 of 15

<PAGE>



Astratek common stock to the Company post-Merger.

         As a  result  of the  Astratek  acquisition  being  accounted  for as a
pooling  of  interest  business  combination,   the  historical  pre-acquisition
financial  results of Astratek are compared below with the Company's  results of
operations for the three and nine month periods ended March 31, 1999.

Results of Operations

         The three months  ended March 31, 1999 (the "1999 Three Month  Period")
as  compared  to the three  months  ended  March 31, 1998 (the "1998 Three Month
Period")

         Revenue for the 1999 Three Month  Period was  $336,082,  an increase of
$181,888,  or 218%,  from the 1998  Three  Month  Period.  Several  factors  are
contributing to this increase.  Revenue associated with the Visual Audit product
that is distributed by Viasoft on behalf of the Company increased $95,868 during
the 1999 Three  Month  Period,  or a 206%  increase  over the 1998  Three  Month
Period,  and revenue  associated with professional  services provided to various
clients decreased by $3,980 during the 1999 Three Month Period, or a 1% decrease
over the 1998 Three Month Period.

         Total  cost of goods  sold  during the 1999  Three  Month  Period  were
$290,111,  representing  costs of  approximately  86% of revenue for the period,
while total cost of goods sold for the 1998 Three Month  Period were  $32,759 or
approximately  21% of  revenue.  This 65%  unfavorable  variance as a percent of
revenue is in part the result of increased utilization of outside consultants in
completing time sensitive, one time professional services projects.

         Selling,  general  and  administrative  expenses  during the 1999 Three
Month Period decreased  $345,108,  as compared to $884,714 during the 1998 Three
Month Period.  Contributing to the Company's favorable variance is the capturing
of capitalized  software costs that were once recognized as expenses aggregating
$113,550.

         Other  income and  expenses  include  interest  income of  $12,432  and
interest expenses of $25,119,  during the 1999 Three Month Period as compared to
the 1998 Three Month Period in which this item did not exist.

         Net loss for the 1999  Three  Month  Period of  $548,632  is  primarily
attributable to the aforementioned increase in total operating expenses, without
the increased generation of operating revenues to offset such expenses.

The nine months ended March 31, 1999 (the "1999 Nine Month  Period") as compared
to the nine months ended March 31, 1998 (the "1998 Nine Month Period")

         Revenue for the 1999 Nine Month Period was  $1,303,310,  an increase of
$800,587,  or a 259 percent  increase from the 1998 Nine Month  Period.  Several
contributing  factors  favorably  impacted  revenue:  an increase of $274,703 in
revenue during the 1999 Nine Month Period, or a 231% increase from the 1998 Nine
Month  Period,  from  Visual  Audit  sales,  and  an  increase  of  $435,884  in
professional services fees from clients, during the 1999 Nine

                                    11 of 15

<PAGE>



Month Period, a 214% increase from the 1998 Nine Month Period.

         Total  cost of goods  sold  during  the 1999  Nine  Month  Period  were
$575,860,  representing  costs of  approximately  44% of revenue for the period,
while total cost of goods sold for the 1998 Nine Month Period were $204,517,  or
approximately 41% of revenue. A contributing  factor to the percentage  increase
relates  to  the  improved  process  by  which  operations  record  and  capture
capitalized software costs as it relates to consultants expenses during the 1999
Nine Month Period.  Additionally,  higher utilization of consultants to complete
one time specific  professional services projects for the 1999 Nine Month Period
contributed to the increase.

         Total operating expenses during the 1999 Nine Month Period decreased to
$1,805,866,  or 139% of revenue, as compared to $2,412,549,  or 480% of revenue,
during the 1998 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,  which during the 1999 Nine Month Period resulted in
12% of such decrease.

         Other income and expenses  include  interest  income of $508,006 during
the 1999 Nine Month Period  compared to interest  expense of $22,368  during the
1998 Nine Month Period.

         Net loss for the 1999 Nine  Month  Period of  $1,013,125  is  primarily
attributable to the losses from operations, in the amount of $1,521,131, and the
non-cash  transaction  of $327,501  which relates to (i) the issuance of 168,332
shares of  Common  Stock (at $1.00  value per share per  exchange  of  severance
payments),  (ii) the exchange of severance  payments for payment of the exercise
price of  concurrently  granted options to acquire 84,167 shares of Common Stock
at $1 per share to Messrs.  Brian Bookmeier,  Alan Korby and Matthew B. Gietzen,
(iii)  the  issuance  of and  30,523  shares  of  common  stock at $2.457 to Ms.
Priscilla Chad under terms of the Stock Purchase Agreement dated April 26, 1996.

Liquidity and Capital Resources

         As of March 31,  1999,  the Company had a negative  working  capital of
$243,300, compared to working capital of $136,101 at June 30, 1998. The decrease
in working  capital  during the 1999 Nine Month  Period is  primarily  due to an
increase in accounts  receivable  and the Company  suppling  working  capital to
Astratek, Inc., its wholly-owned subsidiary.

         Cash  used  in  operations  during  the  1999  Nine  Month  Period  was
$2,111,602 as compared to cash used by  operations  of $784,999  during the 1998
Nine Month Period. This increase is partially  attributable to a combination of:
(i) a lump sum payment aggregating $385,000,  (ii) a $252,490 balance settled by
exchanging cash severance  payments for the direct issuance of 168,332 shares of
Common Stock (at $1.00 value per share) and the exercise  price of  concurrently
granted  options to  acquire  84,167  shares of Common  Stock at $1 per share to
Messrs. Brian Bookmeier,  Alan Korby and Matthew B. Gietzen; and (iii) severance
payments  aggregating  $76,333 to Edward  Buchholz and $113,625 to Tod Robinson,
(iv) $52,067 to Priscilla  Chad, (v) an increase in  capitalized  software costs
during

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the 1999 Nine Month Period.

         An aggregate  sum of 229,950  shares of Series A  Redeemable  Preferred
Stock, $.0001 par value per share (the "Series A Preferred Stock") was redeemed,
evidencing all  outstanding  shares of Series A preferred  Stock during the 1999
Nine Month  Period.  The  Company  was able to redeem the  outstanding  Series A
Preferred Stock due to an amendment of its certificate of designations  relating
to the Series A Preferred Stock,  which  outstanding  shares without  redemption
would have  obligated  the Company to pay  $1,149,745  in  aggregate  redemption
payments  through March 2001.  This  redemption  has improved the Company's cash
flow during the 1999 Nine Month Period.

         The Company  acquired  Astratek,  Inc.  by merger on October 27,  1998.
Prior to  consummation of this  acquisition,  the Company  advanced  $450,000 in
working capital funds to Astratek in the form of loans. The Company  anticipates
that it will  continue  to supply  working  capital  funding to  Astratek in the
future.  Although the Company and Astratek  management are currently  working to
develop  operating  budgets with respect to Astratek's future operations and its
financing  requirements,  at this time the  amount  and the timing of any future
financing of Astratek by the Company has not been finally determined.

         On April 5, 1999,  the  Company  began to retire a $361,779  Promissory
Note payable to a principal stockholder of the Company due June 1, 2000, bearing
interest at the floating prime rate. Between April 5 and April 7, 1999, the full
principal and accrued interest of this Promissory Note was paid.

         On  April  6,  1999,  the  Company   received  from  Gainor  Medical  a
pre-payment in full of the Note. The Company received $9.3 million in cash, plus
Gainor agreed to return uncollected medical  receivables  previously sold by the
Company to Gainor totaling  approximately  $2 million.  The Company had recorded
the  Note  at  $6  million,  so  the  transaction  will  result  in a  one  time
extraordinary $3 million profit for the Company.

         On April 21,  1999,  the  Company  retired a $108,000  Promissory  Note
payable due June 1, 2000,  bearing  interest  at the  floating  prime rate.  The
Promissory Note was paid in full with $85,000 in cash and the issuance of 20,000
shares of Common Stock.

         On April 23, 1999,  the Company  retired its severance  obligations  to
three former  employees (two of whom were former  officers/Directors  and one of
whom is a current  officer/Director)  aggregating $225,949,  with the payment of
all principal and accrued  interest under the Promissory  Notes evidencing these
obligations. The Company had accrued this amount as of March 31, 1999.

         On April 23, 1999, the Company sold 440,000  restricted  shares of VCST
for $6.00 a share in a private transaction.  The Company realized at net gain of
$1,628,000 gain after brokerage  commissions in this sale. A member of the Board
of Directors acted as the broker for the sale.

          The Company's wholly-owned subsidiary owed Medicare Part B a refund of
$808,887, of which $795,701 was principal and $22,290 was accrued interest.  
Medicare offset the amount against the Company's claims for payment. The Company
rebilled MediCal $732,853 in February 1997 and $62,849 in March 1997.

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PART II - OTHER INFORMATION

Item. 5.  Other Information

           On  April 6,  1999,  the  Company  received  from  Gainor  Medical  a
pre-payment in full of the Note. The Company received $9.3 million in cash, plus
Gainor agreed to return uncollected medical  receivables  previously sold by the
Company to Gainor totaling  approximately  $2 million.  The Company had recorded
the  Note  at  $6  million,  so  the  transaction  will  result  in a  one  time
extraordinary $3 million profit for the Company.

          On April 23, 1999, the Company sold 440,000  restricted shares of VCST
for $6.00 a share in a private transaction.  The Company realized at net gain of
$1,628,000 gain after brokerage  commissions in this sale. A member of the Board
of Directors acted as the broker for the sale.

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

                  (a) Exhibits

                  27.0     Financial data schedule.



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                                    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.



                              TADEO HOLDINGS, INC.





                                By:/s/Mike Niles
                                   --------------
                                      Mike Niles
                                Corporate Controller


Date: May 14, 1999






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