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 September 30, 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.)

                          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 November 1, 1999 was 15,848,529.
<PAGE>

                      TADEO HOLDINGS, INC. AND SUBSIDIARIES

                                      INDEX

PART I - FINANCIAL INFORMATION

                                                                          Page
                                                                         NUMBER

ITEM 1 - CONSOLIDATED FINANCIAL STATEMENTS

Consolidated Balance Sheet - September 30, 1999
     and June 30, 1999                                                       3

Consolidated Statement of Operations - For the three
      months ended September 30, 1999 and 1998                               4

Consolidated Statement of Cash Flows - For the
      three months ended September 30, 1999 and 1998                         5

Notes to Consolidated Financial Statements                               6 - 8

ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL

  CONDITION AND RESULTS OF OPERATION                                     9 - 12
-------------------------------------------

PART II - OTHER INFORMATION                                                  12

SIGNATURE                                                                    13
<PAGE>
<TABLE>
<CAPTION>
                      TADEO HOLDINGS, INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEET

                                   (Unaudited)

                                     ASSETS
                                                                             September 30,    June 30,
                                                                                 1999           1999
                                                                              -----------    -----------
<S>                                                                        <C>             <C>
CURRENT ASSETS:
      Cash ................................................................$    6,524,451 $    7,618,259
      Interest receivable .................................................        20,605         25,521
      Accounts receivable .................................................        99,900         45,750
      Prepaid expenses and other assets ...................................       269,722         30,000
      Note receivable - other .............................................       500,000        500,000
                                                                              -----------    -----------
TOTAL CURRENT ASSETS ......................................................     7,414,678      8,219,530

LONG--TERM NOTE RECEIVABLE ................................................     1,484,417      1,528,167

INVESTMENTS - Marketable Securities .......................................     5,348,196      5,533,177

PROPERTY AND EQUIPMENT, net
      net of accumulated depreciation of $55,239 and $49,254, respectively         74,026         71,938

CAPITALIZED SOFTWARE COSTS, net ...........................................     1,218,368      1,091,793

DEPOSITS AND OTHER ASSETS .................................................        43,058         43,058
                                                                              -----------    -----------
                                                                           $   15,582,743 $   16,487,663
                                                                              ===========    ===========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
      Accounts payable ....................................................$      226,652 $      421,178
      Accrued expenses ....................................................       164,565        125,000
      Income tax payable ..................................................       441,000        628,000
      State audit reserves ................................................     1,400,000      1,400,000
      Accrued termination costs, short-term ...............................       264,182        280,209
                                                                              -----------    -----------
               TOTAL CURRENT LIABILITIES ..................................     2,496,400      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,
          15,848,529 and 15,348,528 shares issued and outstanding                   1,585          1,535
      Additional paid-in capital ..........................................    19,302,332     18,797,382
      Unrealized gain on securities .......................................     1,961,528      2,446,509
      Accumulated deficit .................................................    (8,196,778)    (8,134,826)
                                                                              -----------    -----------
               TOTAL STOCKHOLDERS' EQUITY .................................    13,068,667     13,615,600
                                                                              -----------    -----------

                                                                              -----------    -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY ................................$   15,582,743 $   16,487,663
                                                                              ===========    ===========
</TABLE>

                 See notes to consolidated financial statements.
                                       3

<PAGE>
<TABLE>
<CAPTION>
                      TADEO HOLDINGS, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS

                                   (Unaudited)

                                                        Three Months Ended September 30,
                                                               1999           1998
                                                          -----------     ----------
<S>                                                    <C>            <C>
REVENUES ..............................................$      487,832    $   363,594

COST OF GOODS SOLD ....................................       209,873        183,854
                                                          -----------     ----------
      GROSS PROFIT ....................................       277,959        179,740
                                                          -----------     ----------
OPERATING EXPENSES:
      Selling, general and administrative .............       360,872        563,473
      Research and development ........................       135,844         31,248
      Depreciation and amortization ...................         5,985          4,190
      Settlement of employment contracts, (Non-cash) ..          --          327,501
                                                          -----------     ----------
      TOTAL OPERATING EXPENSES ........................       502,701        926,412
                                                          -----------     ----------
LOSS FROM OPERATIONS ..................................      (224,742)      (746,672)

INTEREST INCOME .......................................       162,790        258,108
                                                          -----------     ----------
NET LOSS ..............................................$      (61,952)   $  (488,564)

PREFERRED STOCK DIVIDENDS .............................          --          (27,288)
                                                          -----------     ----------
NET LOSS APPLICABLE TO COMMON SHARE HOLDERS ...........$      (61,952)   $  (515,852)
                                                          ===========     ==========
NET LOSS PER SHARE - basic and diluted ................$        (0.01)   $     (0.06)
                                                          ===========     ==========
WEIGHTED AVERAGE NUMBER OF SHARES USED IN COMPUTATION .    15,767,942     12,694,699
                                                          ===========     ==========
NET LOSS ..............................................$      (61,952)   $  (488,564)

OTHER COMPREHENSIVE LOSS, NET OF TAX
      Unrealized loss on available-for-
       sale securities ................................$     (484,981)   $        --
                                                          -----------     ----------
COMPREHENSIVE LOSS ....................................$     (546,933)   $  (488,564)
                                                          ===========     ==========

</TABLE>

                 See notes to consolidated financial statements.

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

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                   (Unaudited)
                                                                         Three Months Ended September 30,
                                                                                1999         1998
                                                                           ----------   -----------
<S>                                                                     <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
      Net (loss) .......................................................$     (61,952)  $  (488,564)
                                                                           ----------   -----------
      Adjustments to reconcile net (loss) to net cash from
           operating activities:
                Depreciation ...........................................        5,985         5,179
                Amortization of deferred finance costs and debt discount         --          19,309
                Amortization of capitalized software costs .............      118,593       158,567
                Settlement of employment contracts,
                (non-cash) .............................................         --         327,501

      Changes in operating assets and liabilities:
           (Increase) in accounts receivable ...........................      (54,150)     (121,000)
           Decrease in interest receivable .............................        4,916        10,005
           Additions to capitalize software costs ......................         --        (943,978)
           (Increase) in prepaid expenses ..............................     (239,722)         --
           (Increase) in deferred finance costs ........................         --        (105,000)
           Increase in other assets ....................................         --         (33,224)
           (Decrease) Increase in accounts payable .....................     (194,526)      301,861
           Increase in accrued expenses ................................       39,565       160,990
           (Decrease) in income tax payable ............................     (187,000)         --
           (Decrease) in accrued termination costs .....................      (16,027)     (451,719)
                                                                           ----------   -----------
                Total adjustments ......................................     (522,366)     (671,509)
                                                                           ----------   -----------
           NET CASH  (USED IN) OPERATING ACTIVITIES ....................     (584,318)   (1,160,073)
                                                                           ----------   ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
      Capital expenditures .............................................       (8,240)       (2,265)
      Redeemed convertible preferred stock .............................   (1,000,000)         --
      Amortization of Warrants .........................................       (6,250)         --
      Increase in note receivable ......................................         --        (550,000)
                                                                           ----------   -----------
           NET CASH (USED IN) INVESTING ACTIVITIES .....................   (1,014,490)     (552,265)
                                                                           ----------   -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
      (Decrease) in notes payable ......................................         --         (15,236)
      Repayment of related party loans .................................         --         162,627
      Proceeds from debt financing .....................................         --         542,850
      (Repayment of) long-term debt ....................................         --         (23,260)
      Issunace of Common Stock, net of expenses ........................      505,000       137,866
      Dividends paid on Series A Preferred Stock .......................         --         (27,288)
                                                                           ----------   -----------
           NET CASH PROVIDED BY FINANCING ACTIVITIES ...................      505,000       777,559
                                                                           ----------   -----------
NET (DECREASE) IN CASH .................................................   (1,093,808)     (934,779)

CASH AT BEGINNING OF PERIOD ............................................    7,618,259     2,575,356
                                                                           ----------   -----------
CASH AT END OF PERIOD ..................................................$   6,524,451   $ 1,640,577
                                                                           ==========   ===========

</TABLE>

                 See notes to consolidated financial statements.
                                       5

<PAGE>

                              TADEO HOLDINGS, INC.

         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - SEPTEMBER 30, 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, 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 June 30, 1999,  Tadeo E entered into an agreement with Business Talk
Radio.Net,  Inc. ("Business Talk") 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 shall have a liquidation
preference  of $.4432 until January 1, 2000, at which time the Class C Preferred
Stock  preference  shall  become  $.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.  Business  Talk  creates  and  distributes  the  content  of its
business-oriented  radio  programming  for  broadcasting on third party operated
radio stations in a variety of markets throughout the United States.

                                       6

<PAGE>

          On  September  1,  1999,  Astratek  entered  into  a  consulting  and
professional  service  agreement  with 4TH  Peripheral  Technologies,  Inc.("4TH
Peripheral"),  pursuant  to which  Astratek  is  engaged  to  provide  executive
advisory  consulting  services,  as  requested,  and  on a  fee  schedule  to be
negotiated  at the time  and  assignment  is  made,  intended  to  increase  4TH
Peripheral's  value and strategic  position in connection with its business as a
developer of cyber  extension  technology to provvide remote access to data from
handheld  devices.  The company  purchased in a private  placement of securities
25,000 shares of 4TH  Peripheral  Common Stock,  par value $.001 per share,  for
$250,000.

         The  aforementioned  marketable  securities  have  been  classified  as
available  for sale  securities  at  September  30,  1999 and  accordingly,  the
unrealized  gain  resulting  from  valuing  such  securities  at market value is
reflected as a component of stockholders' equity.

4.   NOTE RECEIVABLE- OTHER

         The Company  provided a cosmetic  manufacturing  and marketing  company
with  $1,528,167  in loan  financing  through the  issuance of one note  bearing
interest at 8% due in May 2001, and $500,000 for web  development  funds through
the  issuance  of a note  bearing  interest  at 20.8%  due in August  1999.  The
$500,000 note was later amended on August 12, 1999 to (i) extend the due date to
June  2000,  (ii)  reduce  the  interest  rate to 10%,  and (iii)  increase  the
principal of the note from $500,000 to $550,000 for accrued  interest of $26,580
and a premium of $23,420 for  lowering  the  interest  rate.  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.

5.   COMMITMENTS, CONTINGENCIES, AND OTHER AGREEMENTS

         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.  The appeal to the California Court of Appeals
is pending.  The Company has provided a reserve of  $1,400,000  for such matter.
There is no other material litigation against Tadeo or its subsidiaries.

                                       7

<PAGE>

         On May 28,  1999,  as amended by  agreements  dated as of June 1, 1999,
Tadeo E entered into a Web Design and  Consulting  Agreement  with Azurel,  Ltd.
("Azurel"),  a public  company  engaged in the  business  of  manufacturing  and
distributing  cosmetics and other related products (the "Azurel Web Agreement").
Under the terms of the Azurel Web  Agreement,  based upon the fee schedule to be
included in that agreement,  Tadeo E agreed to provide all necessary  consulting
and development  services to design,  maintain and enhance  Azurel's  electronic
commerce  Internet  sites  and  other  related  electronic   commerce  marketing
vehicles.  Tadeo E paid Azurel  $500,000 for  Azurel's  provision of content and
marketing  consulting  services in connection with assistance  provided to Tadeo
E's electronic commerce development  activities for Azurel and other clients. At
the same time, to enhance the strategic  relationship  between Azurel, Tadeo and
Tadeo E, Tadeo E lent to Azurel an aggregate of $1,528,167  under the terms of a
Credit  Agreement,  as  amended,  dated  as of June 1,  1999  (with  part of the
aggregate principal  reflecting the restructuring of a March 31, 1999 short-term
$500,000  promissory  note),  with interest payable at the rate of 8% per annum,
payable monthly, and with all principal and accrued interest due on May 28, 2001
(the  "Credit  Agreement").  Repayment of amounts  outstanding  under the Credit
Agreement  is secured  by a pledge of  approximately  66.66% of the  outstanding
shares of certain  Azurel  operating  subsidiaries,  under the terms of a Pledge
Security  Agreement,  as amended,  by and between Azurel,  Tadeo and Tadeo E. In
further  consideration  for its advances to Azurel  under the Credit  Agreement,
Tadeo E received from Azurel warrants to acquire 200,000 shares of Azurel common
stock, exercisable at $1.50 per share, with the shares acquired upon exercise of
such Warrants being subject to registration rights provided under the terms of a
Registration Rights Agreement, as amended, dated as of June 1, 1999.

         Under agreements dated as of June 30, 1999, Tadeo E entered into both a
Web  Design  and  Consulting  Agreement  and an Online  Hosting  Agreement  with
StyleSite   Marketing,   Inc.  ("Style",   formerly  Diplomat  Direct  Marketing
Corporation),  a public company engaged in the business of distributing  women's
and children's fashion apparel and related  accessories through catalogue sales,
including the Lew Magam and Brownstone studios catalogues, and over the Internet
("Style Web  Agreements").  Under the terms of the Style Web  Agreements,  based
upon the fee schedules  provided in those  agreements,  Tadeo E is providing all
necessary  consulting and development  services to design,  maintain and enhance
Style's electronic commerce Internet sites and other related electronic commerce
marketing  vehicles,  as well as to host those sites on behalf of Style. Tadeo E
paid Style  $500,000 for Style's  provision of content and marketing  consulting
services in connection with assistance provided to Tadeo E's electronic commerce
development  activities for Style and other clients.  In addition to payments by
Style for the  services  provided  under the Style Web  Agreements,  in  further
consideration  for its services to Style under the Web  Agreements  Tadeo E will
receive  royalties  from Style based upon Style's  ongoing  electronic  commerce
businesses  (the  "Royalties").  The  Royalties  are  equal  to  5%  of  Style's
electronic  commerce  revenues,  until  $500,000  has been  paid to Tadeo E, and
thereafter 20% of certain Style electronic commerce net income in perpetuity.

         Tadeo  E  recently   entered  into  an  agreement  with  Business  Talk
Radio.Net,  Inc. ("Business Talk") under which, for a payment of $250,000, 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 shares of
Series  C  Preferred  Stock  convertible  into 5% of the  currently  outstanding
capital stock of Business Talk. 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.
Business Talk creates and distributes the content of its business-oriented radio
programming for broadcasting on third party operated radio stations in a variety
of markets throughout the United States.


         Astratek recently entered into a consulting and professional service
agreement with 4TH Peripheral Technologies, Inc. ("4TH Peripheral"), pursuant to
which Astratek is engaged to provide executive advisory consulting services,  as
requested,  and on a fee schedule to be  negotiated at the time an assignment is
made,  intended to increase 4TH  Peripheral's  value and  strategic  position in
connection  with its business as a developer of cyber  extension  technology  to
provide remote access to data from handheld devices.  In an effort to stregethen
Astratek's strategic relationships with 4TH Peripheral, the company purchased in
a private placement of securities  250,000 shares of 4TH Peripheral Common Stock
for $250,000.

TERMINATION  AGREEMENTS

         The Company  entered  into the  following  contract  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  $264,182 at  September  30,  1999.  With the
prepayment  of the Note from Gainer,  the  termination  agreement  calls for the
prepayment of the termination contract.  Therefore, the balance is being carried
as short term.

                                       8

<PAGE>

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

YEAR 2000

        Over the course of the last half of the fiscal year ended June 30, 1999,
the  Company  has  been  evaluating  various   acquisitions.   This  effort  has
incorporated  an  analysis of the Year 2000  issues,  and that  appropriate  and
timely action will be taken to minimize the negative  impact of year 2000 issues
on acquisitions  by the Company.  The year 2000 issue results from the inability
of many computer systems and applications to recognize the year 2000 as the year
following  1999.  This  could  cause  systems to  process  critical  information
incorrectly.  Currently,  the  Company is not  materially  affected by year 2000
issues.  The Company plans to implement new systems and technology  solutions to
these issues in connection with any future acquisitions of operating businesses.
The Company plans to work with its future  customers,  suppliers and third party
service providers to identify external weaknesses and to provide solutions which
will prevent the disruption of business activities following future acquisitions
of operating businesses.  The Company does not expect the cost of implementation
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
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.  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.


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 Astratek  common
stock to the Company post-Merger.

                                       9

<PAGE>

         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 month periods ended September 30, 1999.

RESULTS OF OPERATIONS

         The  three  months  ended  September 30,  1999 (the "1999  three  month
period") as compared to the three  months  ended  September  30, 1998 (the "1998
three month period")


         Revenues for the 1999 Three Month Period were $487,832, an increase of
$126,238, or 25%, from the 1998 Three Month Period.  Several factors contributed
to this  increase.  Revenue  associated  with the Visual  Audit  product that is
distributed  by Viasoft on behalf of the  Company  increased  by $43,000 for the
1999 Three Month Period,  a 43% increase  over the 1998 Three Month Period,  and
revenue  associated  with  professional  services  provided  to various  clients
increased by $10,000 for the 1999 Three Month Period,  or a 3% increase over the
1998 Three Month Period. Revenue for the 1999 Three Month Period associated with
Tadeo E - Commerce Inc., a newly created  wholly-owned  subsidiary as of May 25,
1999, was $72,000.

         Total cost of goods sold for the 1999 Three Month Period were $209,873,
representing costs of approximately 43% of revenues for the period,  while total
cost  of  goods  sold  for  the  1998  Three  Month  Period  were   $183,854  or
approximately  50% of revenue.  This 7% favorable  variance as a  percentage  of
revenue is in part the  result of  increased  revenue  as mention  above and the
reduction of outside consultants in completing time sensitive, single occurrence
professional services projects.

         Selling,  general and administrative  expenses for the 1999 Three Month
Period decreased by 16%, or $96,210, from the 1998 Three Month Period. Astratek,
Inc. is  performing  the services  requested by various  contracts  with Tadeo E
Commerce without  increasing  staffing  levels.  Cost avoidance of approximately
$63,000 in expenses have been realized.

     Net interest  income  decreased for the 1999 Three Month Period to $162,790
from $258,108 for the 1998 Three Month Period. This decrease is primarily due to
the  absence of  quarterly  interest  from the Gainor  convertible  subordinated
promissory  note (the  "Note") in the 1999  Three  Month  Period.  The Note bore
interest  at a simple  rate of 7% per annum  through  December  31,  1998 and 8%
thereafter.  Prior to the Note's maturity, in April 1999 the Note was prepaid by
Gainor for a cash payment of $9,300,000.

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<PAGE>

     Net  loss   decreased  by  $453,900  for  the  1999  Three  Month   Period.
Contributing  to  the  decrease  is  1)  increased  revenues,  2)  reduction  of
administrative  expenses, 3) the settlement of employment contracts,  (non-cash)
of $327,501 in the 1998 Three Month  Period,  and 4) absence of preferred  stock
dividends payments in the 1999 Three Month Period.

LIQUIDITY AND CAPITAL RESOURCES

        As of  September 30, 1999 the Company had working capital of $4,918,278,
compared to working  capital of  $5,365,143  at June 30, 1999.  This decrease in
working  capital  during  the 1999  Three  Month  Period is  primarily  due to a
combination  of payment of trade  accounts  payable of  $194,256  and income tax
payable of $187,000.

         The Company  currently  receives on average $24,916 a month in interest
from its various money market and certificate of deposit accounts. Additionally,
Tadeo E Commerce lent to Azurel,  Ltd. an aggregate of  $1,528,166.67  under the
terms of a Credit Agreement,  as amended, dated as of June 1, 1999 (with part of
the  aggregate  principal  reflecting  the  restructuring  of a March  31,  1999
short-term  $500,000  promissory  note), with interest payable at the rate of 8%
per annum,  payable monthly,  and with all principal and accrued interest due on
May  28,  2001  (the  "Credit  Agreement").  Interest  received  on  the  amount
outstanding  under this Credit  Agreement  for the 1999 Three  Month  Period was
$31,243.  Additionally,  the  restructured  Note of $500,000,  see Note 4. "Note
Receivable",  for  information  regarding  Note  increase to  $550,000,  accrued
interest during the 1999 Three Month Period was $29, 465.

         For information concerning the company's recent agreements with Azurel,
Ltd. ("Azurel"),  Stylesite Marketing,  Inc. ("Style",  formerly Diplomat Direct
Marketing Corporation), business talk radio.net, Inc. ("Business Talk"), and 4TH
Periphperal   Technologies,    Inc.   ("4TH   Peripheral")   (collectively   the
"Agreements"),  see  Note's  3.  "Marketable  Securities"  and 5  ."Commitments,
Contingencies,  and other  Agreements",  to the  Company's  unaudited  financial
statements for the period ended September 30, 1999 included in Part 1., Item 1.,
Financial Statements. These Agreements with strategic partners have not improved
the Company's liquidity position.

         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 the
strategic partners described above. In connection with these Agreements, as part
of the Company's provisions of professional services to strategic partners,  the
Company  has  either  made  loans to or equity  investments  in these  strategic
partners.  The resulting financial  transactions have reduced the Company's cash
reserves and reduced the Company's monthly interest received on those reserves.

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         The Company's material ongoing fixed expenses are as follows:
1) monthly rent expense net of sublease of approximately  $17,000,  2) $ 7,633 a
month to Mr. Buchholz's under his employment termination agreement, an aggregate
of $ 264,182  remaining as of September  30,1999,  and 3) approximately  $30,000
monthly for employee salaries and benefits.



PART II - OTHER INFORMATION

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/MICHAEL F. NILES

                                            MICHAEL F. NILES
                                            SECRETARY

Date: November 15, 1999

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