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

                                   FORM 10-Q/A
                                (Amendment No. 1)

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

                      For the Quarter ended March 31, 2002

                                       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


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


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


                          18881 Von Karman Avenue, #250
                                Irvine, CA 92612
               (Address of principal executive offices) (Zip code)

        Registrant's telephone number, including area code (949) 955-0078




     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  Class A Common  Stock,
$.0001 par value, as of May 17, 2002 was 23,460,746.


<PAGE>



                                INTRODUCTORY NOTE

     This  Amendment to the Quarterly  Report of DynTek,  Inc. ("the Company" or
"we") on Form 10-Q, as filed by the Company on February 22, 2002, is being filed
to amend the  Consolidated  Balance Sheet as of March 31, 2002, the Consolidated
Statements of Operations  and  Comprehensive  Loss for the three and nine months
ended March 31, 2002 and the  Consolidated  Statement of Cash Flows for the nine
months ended March 31, 2002. The Amendment  reflects  adjustments to the opening
balances  recorded  in  connection  with  the  merger  with  DynCorp  Management
Resources  (DMR)  on  December  27,  2001,  and the  resulting  effects  of such
adjustments  on the net  loss  recorded  during  the  period.  The  "Results  of
Operations" subsection of the Management's  Discussion and Analysis of Financial
Condition and Results of Operations have also been revised as  appropriate.  See
Note 2.  "Restatement"  for further  discussion.  In addition,  this report,  as
originally  filed,  stated that such report was not reviewed by our  independent
accountants. This amendment No. 1 to form 10-Q has been subject to such review.


                                       2
<PAGE>





                          DYNTEK, INC. AND SUBSIDIARIES
                (formerly Tekinsight.com, Inc. and Subsidiaries)

<TABLE>
<CAPTION>

                                      INDEX
PART I - FINANCIAL INFORMATION                                                                                 Page
                                                                                                              Number
Item 1 - Consolidated Financial Statements (unaudited)
<S>                                                                                                              <C>
     Report of Independent Certified Public Accountants                                                          4

     Consolidated Balance Sheets - March 31, 2002                                                                5
         and June 30, 2001

     Consolidated Statements of Operations and Comprehensive Loss - For the Three Months and                     6
         Nine Months ended March 31, 2002 and 2001

     Consolidated Statements of Cash Flows - For the                                                             7
         Nine Months ended March 31, 2002 and 2001

     Notes to Consolidated Financial Statements                                                               8 - 15

Item 2 - Management's Discussion and Analysis of Financial                                                    16 - 19
     Condition and Results of Operations

PART II - OTHER INFORMATION                                                                                     20

Item 2 - Changes in Securities and Use of Proceeds Item 3 - Quantitative and
Qualitative Disclosures About Market Risk Item 5 - Other Information Item 6.
Exhibits and Reports on Form 8-K

SIGNATURE                                                                                                       21

CERTIFICATIONS                                                                                                22 - 25

</TABLE>


                                       3

<PAGE>




                     INDEPENDENT ACCOUNTANTS' REVIEW REPORT




To the Stockholders and
Board of Directors
DynTek, Inc.


We have reviewed the accompanying consolidated balance sheet of Dyntek, Inc. and
Subsidiaries (collectively, the "Company") as of March 31, 2002, and the related
consolidated statements of operations for the three-month and nine-month periods
ended March 31, 2002 and 2001 and the related  consolidated  statements  of cash
flows  for  the  nine-month  periods  ended  March  31,  2002  and  2001.  These
consolidated  financial  statements  are  the  responsibility  of the  Company's
management.

We  conducted  our  reviews in  accordance  with  standards  established  by the
American  Institute  of  Certified  Public  Accountants.  A  review  of  interim
financial  information consists principally of applying analytical procedures to
financial data and of making inquiries of persons  responsible for financial and
accounting matters. It is substantially less in scope than an audit conducted in
accordance with auditing  standards  generally  accepted in the United States of
America,  the objective of which is the  expression of an opinion  regarding the
financial  statements taken as a whole.  Accordingly,  we do not express such an
opinion.

Based on our reviews, we are not aware of any material modifications that should
be made to such consolidated  financial  statements for them to be in conformity
with accounting principles generally accepted in the United States of America.

We have  previously  audited,  in accordance with auditing  standards  generally
accepted in the United States of America,  the consolidated balance sheet of the
Company  as of  June  30,  2001,  and the  related  consolidated  statements  of
operations,  stockholders'  equity,  and cash flows for the year then ended (not
presented  herein);  and in our report dated September 21, 2001, we expressed an
unqualified  opinion  on those  consolidated  financial  statements.  Our report
letter  contained a paragraph  stating  that  conditions  existed  which  raised
substantial doubt about the Company's ability to continue as a going concern.



                                                 /s/Grassi & Co., CPAs, P.C.
                                                    Grassi & Co., CPAs, P.C.
                                                    Certified Public Accountants

March 7, 2003



                                       4


<PAGE>



PART I - FINANCIAL INFORMATION
Item 1 - Consolidated Financial Statements (unaudited)


 DYNTEK, INC. AND SUBSIDIARIES (formerly Tekinsight.com, Inc. and Subsidiaries)
                           CONSOLIDATED BALANCE SHEETS
                      (in thousands, except per share data)
<TABLE>
<CAPTION>

                                                                                               Restated
                                                                                                March 31,      June 30,
                                              ASSETS                                             2002            2001
                                              ------                                             ----            ----
CURRENT ASSETS:                                                                                Unaudited
<S>                                         <C>        <C>                                 <C>             <C>
         Cash (includes restricted cash of  $1,781 and $804)                               $         1,928  $        1,309
         Accounts receivable, net of allowance for doubtful accounts of $352 and $205               11,458           6,835
         Inventories                                                                                   938           1,617
         Costs and estimated earnings in excess of billings on uncompleted contracts                 1,060               -
         Prepaid expenses and other assets                                                             311             424
         Note receivable                                                                             1,500           1,500
         Other receivables, including receivable from officer of $100 at March 31 and                  710             870
         $170 at June 30, 2001
                                                                                              ------------    ------------
                  TOTAL CURRENT ASSETS                                                              17,905          12,555

INVESTMENTS - Marketable Securities                                                                    389             846

PROPERTY AND EQUIPMENT, net of accumulated depreciation of $2,627 and $2,056                         1,859             669

GOODWILL                                                                                            46,625           8,466
CAPITALIZED SOFTWARE COSTS, net of accumulated amortization of $1,308 and $1,175                       752             914
ACQUIRED CUSTOMER LISTS, net of accumulated amortization of $2,584 and $1,351                       10,326           9,459
PURCHASED SOFTWARE, net of accumulated amortization of $282 and $152                                   408             538

INVESTMENT IN COMPANY                                                                                  136             356

DEPOSITS AND OTHER ASSETS                                                                              368             194
                                                                                              ------------    ------------
                                                                                           $        78,768  $       33,997
                                                                                              ============    ============
         LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
         Accounts payable                                                                  $        15,770  $        8,821
         Line of credit                                                                              1,733           2,503
         Accrued expenses                                                                            2,691           3,163
         Deferred  revenue                                                                           4,396           1,261
         Short-term convertible notes payable                                                        1,563               -
         Audit assessment                                                                            1,843           1,792
         Capital leases, net of long term portion                                                      144               -
                                                                                              ------------    ------------
                  TOTAL CURRENT LIABILITIES                                                         28,140          17,540
                                                                                              ------------    ------------

LONG TERM PORTION CAPITAL LEASE                                                                        114               -
                                                                                              ------------    ------------
MINORITY INTEREST IN SUBSIDIARY                                                                          -             222
                                                                                              ------------    ------------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY:
         Preferred stock, $.0001 par value, 10,000,000 shares authorized; 1,621,025 and
         2,189,800 shares issued and outstanding as of March 31, 2002 and June 30, 2001,                 1               1
         respectively
         Class A Common stock, $.0001 par value, 70,000,000 shares authorized;
         22,494,591 shares and 19,470,346 shares issued and outstanding as of March 31,                  2               2
         2002 and June 30, 2001, respectively
         Class B Common stock, $.0001 par value, 20,000,000 shares authorized;
         18,336,663 shares issued and outstanding as of March 31, 2002                                   2               -
         Common stock to be issued                                                                   1,607               -
         Additional paid-in-capital                                                                 83,208          40,060
         Accumulated other comprehensive loss                                                        (108)           (954)
         Accumulated deficit                                                                      (34,198)        (22,874)
                                                                                              ------------    ------------
                  TOTAL STOCKHOLDERS' EQUITY                                                       50,514          16,235
                                                                                              ------------    ------------
                  TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                               $       78,768  $       33,997
                                                                                              ============    ============
</TABLE>

                 See notes to consolidated financial statements.

                                       5
<PAGE>



                          DYNTEK, INC. AND SUBSIDIARIES
                (formerly Tekinsight.com, Inc. and Subsidiaries)
          CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
                                   (Unaudited)
                      (in thousands, except per share data)
<TABLE>
<CAPTION>

                                                                  For the Three Months Ended             For the Nine Months Ended
                                                                 Restated                               Restated
                                                                 March 31,          March 31,           March 31,         March 31,
                                                              ---------------- -- ---------------    ----------------    ----------
                                                                   2002                2001               2002               2001
                                                              ----------------    ---------------    ----------------    ----------
REVENUES:
<S>                                                         <C>                 <C>                <C>                 <C>
     Infrastructure services                                $            7,974  $           7,549  $           20,481  $     17,064
     Professional and outsource services                                20,141              5,179              31,450        14,517
                                                              ----------------    ---------------    ----------------    ----------
              Total revenues                                            28,115             12,728              51,931        31,581
                                                              ----------------    ---------------    ----------------    ----------

COST OF REVENUES:
     Cost of infrastructure services                                     6,839              6,220              17,378        14,193
     Cost of professional services (net of $5 million
     reimbursement in 2002)                                             20,491              4,055              28,623        10,713
                                                              ----------------    ---------------    ----------------    ----------
     Total cost of revenues                                             27,330             10,275              46,001        24,906
                                                              ----------------    ---------------    ----------------    ----------
GROSS PROFIT                                                               785              2,453               5,930         6,675
                                                              ----------------    ---------------    ----------------    ----------
OPERATING EXPENSES:
     Selling expenses                                                    3,121              2,193               7,229         6,017
     General and administrative expenses                                 1,602                900               3,690         2,762
     Product development                                                     -                603                 492         2,107
     Depreciation and amortization                                         989                674               2,099         1,794
                                                              ----------------    ---------------    ----------------    ----------
              Total operating expenses                                   5,712              4,370              13,510        12,680
                                                              ----------------    ---------------    ----------------    ----------

LOSS FROM OPERATIONS                                                    (4,927)            (1,917)             (7,580)       (6,005)
                                                              ----------------    ---------------    ----------------    ----------

OTHER INCOME (EXPENSE):
     Loss on sale of marketable securities                                   -                  -             (1,241)             -
     Interest expense                                                     (641)              (133)             (2,267)         (367)
     Interest income                                                        10                 18                  31            94
     Equity interest in loss of investee                                   (28)                 -               (220)             -
     Other expense                                                           -               (350)                  -          (350)
                                                              ----------------    ---------------    ----------------    ----------
                  Total other expense, net                                (659)              (465)                             (623)
                                                              ----------------    ---------------    ----------------    ----------

LOSS FROM CONTINUING OPERATIONS BEFORE INCOME TAXES                     (5,586)            (2,382)            (11,277)       (6,628)
                                                              ----------------    ---------------    ----------------    ----------

     INCOME TAXES                                                            4                  -                  47             -

                                                              ----------------    ---------------    ----------------    ----------
     LOSS FROM CONTINUING OPERATIONS                                    (5,590)           (2,382)            (11,324)        (6,628)

DISCONTINUED OPERATIONS
     (Loss) gain from discontinued operations                                -                (8)                   -            59
                                                              ----------------    ---------------    ----------------    ----------
NET LOSS                                                   $           (5,590)  $         (2,390)  $         (11,324)  $     (6,569)
                                                              ================    ===============    ================    ==========

NET LOSS PER SHARE:
     Continued                                             $            (0.14)  $          (0.14)  $           (0.40)  $      (0.40)
     Discontinued                                                           -                  -                   -              -
                                                              ----------------    ---------------    ----------------    ----------

NET LOSS PER SHARE - basic and diluted                     $            (0.14)  $          (0.14)  $           (0.40)  $      (0.40)
                                                              ================    ===============    ================    ==========

WEIGHTED AVERAGE NUMBER OF SHARES USED IN COMPUTATION
     -basic and diluted                                            40,850,300         16,868,000          28,076,632     16,550,000
                                                              ================    ===============    ================    ==========

OTHER COMPREHENSIVE LOSS:
     Net loss                                              $           (5,590)  $         (2,390)  $         (11,324)  $     (6,569)
     Change in unrealized gain (loss) on
     available-for-sale- securities                                       (67)               (38)                 846        (2,007)
                                                              ----------------    ---------------    ----------------    ----------

COMPREHENSIVE LOSS                                         $           (5,657)  $         (2,428)  $         (10,478)  $     (8,576)
                                                              ================    ===============    ================    ==========
</TABLE>


                 See notes to consolidated financial statements.

                                       6
<PAGE>



                          DYNTEK, INC. AND SUBSIDIARIES
                (formerly Tekinsight.com, Inc. and Subsidiaries)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                                 (in thousands)
<TABLE>
<CAPTION>

                                                                                                Nine Months Ended
                                                                                            Restated
                                                                                          March 31,       March 31,
                                                                                            2002            2001
                                                                                            ----            ----
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                                   <C>             <C>
     Net loss                                                                         $     (11,324)  $   (6,569)
                                                                                         ------------    ---------
     Adjustments to reconcile net loss to net cash used in operating activities:
        Depreciation and amortization                                                          1,934        1,796
        Amortization of capitalized software costs                                               162            -
        Amortization of deferred finance costs                                                   160            -
        Equity interest in loss of investee                                                      220            -
        Loss on sale of marketable securities                                                  1,241            -
        Beneficial conversion feature of short-term notes                                        763            -
        Amortization of debt discount on short-term notes                                        591            -
        Reserve for valuation of note receivable                                                   -          300
        Other non-cash asset write-off                                                             -           50

     Changes in operating assets and liabilities:
        Accounts receivable                                                                    2,798       (1,113)
        Inventories                                                                              679            -
        Deferred expenses on long-term contracts                                              (1,061)           -
        Prepaid expenses and other current assets                                                142         (368)
        Deposits and other assets                                                               (116)         123
        Accounts payable                                                                         449        1,672
        Deferred revenue                                                                       1,614           34
        Audit assessment                                                                          51            -
        Accrued expenses                                                                        (417)        (829)
                                                                                         ------------    ---------
             Total adjustments                                                                 9,210        1,665
                                                                                         ------------    ---------

        NET CASH USED IN OPERATING ACTIVITIES                                                 (2,114)      (4,904)
                                                                                         ------------    ---------

CASH FLOWS FROM INVESTING ACTIVITIES:
     Cash received from purchase of subsidiary                                                    13         1,313
     Cash proceeds from sale of securities                                                       362             -
     Cash disbursements for the purchase of securities                                             -           (30)
     Capital expenditures                                                                       (118)         (335)
     Investment in subsidiary                                                                      -          (456)
     Capitalized software costs                                                                    -          (330)
                                                                                         ------------    ---------
        NET CASH PROVIDED BY INVESTING ACTIVITIES                                                257           162
                                                                                         ------------    ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Net repayments under bank line of credit                                                   (770)      (1,369)
     Cash proceeds from exercise of stock options                                                131            -
     Issuance of convertible notes payable                                                     1,508            -
     Issuance of common stock, net of expenses                                                 1,607          890
     Issuance of subsidiary securities, net of expenses                                            -        2,851
                                                                                         ------------    ---------
        NET CASH PROVIDED BY FINANCING ACTIVITIES                                              2,476        2,372
                                                                                         ------------    ---------

NET INCREASE (DECREASE) IN CASH                                                                  619       (2,370)

CASH AT BEGINNING OF YEAR                                                                      1,309        3,961
                                                                                         ------------    ---------

CASH AT END OF PERIOD                                                                 $        1,928  $     1,591
                                                                                         ============    =========

</TABLE>

                 See notes to consolidated financial statements.

                                       7
<PAGE>




                           DYNTEK, INC. & SUBSIDIARIES
                (formerly Tekinsight.com, Inc. and Subsidiaries)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 March 31, 2002
                                   (UNAUDITED)


1.   Basis of Presentation

     The accompanying  unaudited  consolidated  financial  statements of Dyntek,
     Inc. and  Subsidiaries  ("Company")  have been prepared in accordance  with
     generally accepted accounting  principles for interim financial  statements
     and with the  instructions to Form 10-Q and Article 10 of Regulations  S-X.
     Accordingly,  they do not include all of the  information  and  disclosures
     required for annual financial statements. These financial statements should
     be read in  conjunction  with the  consolidated  financial  statements  and
     related  footnotes  for the year ended June 30,  2001  included in the Form
     10-K for the year then ended.

     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.

     On December  27,  2001 the Company  completed  the merger  between  DynCorp
     Management  Resources  ("DMR"),  and  subsequently  changed  its name  from
     Tekinsight.com, Inc. to DynTek, Inc. See Note 4.

 2.  Restatement

     Due to the  materiality  of the opening  balance sheet of DMR and effect on
     the results of  operations  on our financial  statements,  our  independent
     accountants  were  previously  unable to complete their review of our March
     31,  2002  financial  statements  due  to the  lack  of  audited  financial
     statements for DMR. The financial statements of DMR as of and for the years
     ended  December 27, 2001 and December 28, 2000 were  subsequently  audited.
     Our independent  auditors have  subsequently  completed their review of our
     March 31, 2002 Quarterly Report on Form 10-Q.

     The  Consolidated  Balance  Sheet at March  31,  2002 has been  amended  to
     reverse certain current  liabilities  that were recorded in connection with
     the merger with DMR. Specifically,  the Company had recorded an accrual for
     losses in  connection  with an assumed  contract with the  Commonwealth  of
     Virginia for non-emergency medical  transportation  services.  The contract
     extends until June 30, 2003 and is a fixed-fee agreement,  with the Company
     providing complete  transportation  services, as stipulated,  including the
     hiring of  transportation  providers.  Directly  following  the merger,  we
     estimated that losses assumed in the merger,  associated  with the Virginia
     contract,  were  approximately  $6,222,000 and we recorded such losses as a
     current liability. The audited financial statements for DMR did not reflect
     such a loss accrual. Additionally, we had recorded the following amounts in
     the opening balances that were not in agreement with the audited  financial
     statements  of DMR:  (i)  assumed  accounts  payable  from the merger in an
     aggregate  amount  that  was  $298,000  higher  than the  aggregate  amount
     recorded in the audited  financial  statements  of DMR,  (ii) a reserve for
     uncollectable  accounts  receivable of $183,000,  which was not recorded in
     the audited financial  statements of DMR and (iii) assets were not recorded
     by the Company (because they were not conveyed), in the aggregate amount of
     $71,000,  which were reflected in the audited financial  statements of DMR.
     The amended  Consolidated  Balance  Sheet as of March 31, 2002 reflects the
     reversal of the accrued liabilities, assets and allowances mentioned above,
     so as to  conform  with  the  audited  financial  statements  of  DMR as of
     December 27, 2002.

                                       8
<PAGE>

     The Consolidated  Statements of Operations and  Comprehensive  Loss for the
     three  months and nine months  ended  March 31,  2002 have been  amended to
     reflect a loss  accrual in  connection  with the  Commonwealth  of Virginia
     non-emergency  medical  transportation  services  contract in the amount of
     $2,383,000  during the three months  ended March 31, 2002.  Our estimate of
     losses from the  contract was  approximately  $7,383,000  in the  Company's
     quarterly  Report on Form 10-Q filed on February 22, 2002.  In August 2002,
     we completed a negotiated  settlement  with DynCorp,  Inc.  regarding  this
     contract,  whereby  DynCorp  reimbursed  the  Company for $5 million of the
     unanticipated  operating  expenses  incurred to perform under the contract.
     Such  reimbursement  has been  applied  to the  estimate  to  complete  the
     contract.  The balance of the estimated losses to complete the contract, in
     the amount of  $2,383,000,  is  reflected  as an  increase  in the net loss
     reported  during the quarter  ended March 31, 2002.  Additionally,  we have
     recorded an increase in losses  during the period for the  following  items
     that had previously been treated as opening balance  accruals and reserves:
     (i) the excess of accounts payable assumed, over the amount recorded in the
     DMR  financial  statements,  in the amount of $298,000,  (ii) a reserve for
     doubtful  accounts  receivable  assumed  in the  merger,  in the  amount of
     $183,000  and (iii) cash and deferred  liabilities  recorded on the audited
     financial statements of DMR, in the aggregate amount of $71,000,  that were
     not conveyed to the Company.

     The Business Segments disclosure (see Note 11) has been adjusted to reflect
     a  loss  accrual  in   connection   with  the   Commonwealth   of  Virginia
     non-emergency  medical  transportation  services  contract in the amount of
     $2,383,000  during the three  months  ended March 31,  2002,  as  discussed
     above.  Additionally,  the nine months ended March 31, 2002 was  previously
     presented on a proforma  basis,  as if the merger had been  consummated  on
     July 1, 2001.  Such  presentation  has been  changed to reflect  the actual
     results during that period.

     The  Consolidated  Statements of Cash Flows has been amended to reflect the
     effects of the adjustments described above.


3.   Significant Accounting Policies

     In July 2001 the Financial  Accounting  Standards Board issued Statement of
     Financial Accounting Standards (FAS) No. 141, "Business  Combinations," and
     FAS No. 142,  "Goodwill and Other Intangible  Assets." FAS 141 is effective
     for all business  combinations  completed  after June 30, 2001 and requires
     using the purchase method of accounting.  The pooling of interest method of
     accounting is prohibited  except for transactions  initiated before July 1,
     2001.

     FAS 142 is effective for fiscal years  beginning  after  December 15, 2001,
     however,  certain  provisions of this Statement apply to goodwill and other
     intangible  assets acquired  between July 1, 2001 and the effective date of
     FAS 142.  Early adoption of FAS 142 is permitted.  Major  provisions of FAS
     142 require  intangible  assets  acquired in a business  combination  to be
     recorded  separately from goodwill if they arise from  contractual or other
     legal rights or are  separable  from the  acquired  entity and can be sold,
     transferred,  licensed, rented or exchanged, either individually or as part
     of a related contract,  asset or liability. In addition,  goodwill, as well
     as intangible  assets with indefinite  lives,  will no longer be subject to
     amortization  effective  July 1, 2001.  Finally,  goodwill  and  intangible
     assets with  indefinite  lives will be tested for  impairment  annually and
     whenever there is an impairment indicator. Previously, the Company measured
     goodwill  and  intangibles  (to be held  and  used)  for  impairment  using
     undiscounted  cash flows under the guidance of FAS No. 121,  Accounting for
     the  Impairment  of  Long-Lived  Assets  and for  Long-Lived  Assets  to Be
     Disposed Of.

     The Company  adopted FAS 142 as of July 1, 2001. At December 31, 2001,  the
     Company evaluated its existing goodwill and intangible assets, prior to the
     DMR merger,  of approximately  $8.5 million and $8.7 million  respectively.
     The Company's  appraiser used both the expected future discounted cash flow
     method and the market approach to determine the fair value of the reporting
     units and whether any  impairment of goodwill or intangible  assets existed
     as of  the  above  date.  As a  result  of  this  evaluation,  the  Company
     determined  that  there was no  impairment  of the  assets.  The  impact of
     adopting FAS 142 was to reduce amortization of goodwill and,  consequently,
     the loss by $607,000,  or $.03 per share,  for the quarter  ended March 31,
     2002, and $822,000, or $ .04 per share, for the nine months ended March 31,
     2002.

                                       9
<PAGE>

     In August 2001, the FASB issued Statement of Financial Accounting Standards
     No. 144  ("SFAS  144"),  "Accounting  for the  Impairment  or  Disposal  of
     Long-lived Assets".  SFAS 144 supercedes  Statement of Financial Accounting
     Standards No. 121,  "Accounting for the Impairment of Long-lived Assets and
     Assets to be Disposed of" and the  accounting  and reporting  provisions of
     Accounting  Principles  Board  Opinion  No. 30,  "Reporting  the Results of
     Operations - Reporting  the Effects of Disposal of a Segment of a Business,
     and   Extraordinary,   Unusual  and   Infrequently   Occurring  Events  and
     Transactions."  SFAS 144 also amends  Accounting  Research Bulletin No. 51,
     "Consolidated   Financial  Statements",   to  eliminate  the  exception  to
     consolidation for a subsidiary for which control is likely to be temporary.
     The  provision  for SFAS 144 will be effective  for fiscal years  beginning
     after December 15, 2001. The most significant changes made by SFAS 144 are:
     (1)  removes  goodwill  from  its  scope  and,  therefore,  eliminates  the
     requirements  of SFAS 121 to allocate  goodwill to long-lived  assets to be
     tested for impairment,  and (2) describes a probability-weighted  cash flow
     estimation  approach to deal with situations in which alternative course of
     action to  recover  the  carrying  amount of  long-lived  assets  are under
     consideration  or a range is  estimated  for the amount of possible  future
     cash flows.

     The  Company  has not yet  determined  the effect SFAS 144 will have on its
     consolidated financial position or results of operations.

4.   BUSINESS ACQUISITIONS

     On December 27, 2001, the Company  acquired all of the outstanding  capital
     stock  of  DynCorp  Management  Resources  ("DMR"),   from  DynCorp,   Inc.
     (DynCorp). DMR provides professional services to state and local government
     markets with primary focus on Information  Technology and Business  Process
     Outsourcing services.  Initial merger consideration consisted of 18,336,663
     shares of new Class B Common Stock,  equal to two-thirds of the  previously
     outstanding  shares of Common  Stock and  two-thirds  of all  shares of the
     Common  Stock  issuable  upon  conversion,  redemption  or  exchange of any
     outstanding  shares  of  Preferred  Stock  of  the  Company  or  any of its
     subsidiaries.   As  a  result,   DynCorp  owns  approximately  40%  of  the
     outstanding  shares of our Common Stock and Common Stock  equivalents,  and
     has the  right to  elect  40% of the  members  of the  Board of  Directors,
     following  the merger,  subject to the decrease in such  percentage  as the
     outstanding  Series B Common Stock reflects a decreasing  percentage of the
     Company's outstanding capital stock.

     In addition,  during the five-year period following the consummation of the
     merger, DynCorp may receive additional merger consideration if and whenever
     the Company issues or sells any shares of the Class A Common Stock pursuant
     to the exercise or  conversion of any option,  warrant or similar  security
     outstanding  at the time of the merger  (excluding  up to 2,000,000  shares
     issuable  to the  employees  upon  exercise  of options  granted  under the
     TekInsight  1992 Employee Stock Option Plan and excluding  shares of Common
     Stock  issuable  upon  conversion  of the Series A Preferred  Stock used to
     calculate the initial merger consideration),  if any such shares are issued
     or sold at a price that is less than the then fair market  value of a share
     of Class A Common Stock. If such triggering shares are issued or sold, then
     the  Company  will issue to DynCorp,  for no  additional  consideration,  a
     number of shares of Class B Common  Stock  whose  value  equals  40% of the
     difference  between such triggering shares' fair market value and the price
     at which they were issued. As of May 15, 2002, an aggregate of 5,050 shares
     of Class B Common Stock were due as a result of a stock option exercise.

                                     10
<PAGE>

     In connection with this  acquisition,  the Company assumed numerous ongoing
     customer  relationships,  representing the majority of its revenues. In the
     acquisition,  the  Company  recorded  $40,827,000  in  total  goodwill  and
     intangible assets allocated as follows: $38,727,000 in goodwill, which will
     be  tested  for  impairment  of value on a  periodic  basis  (at a  minimum
     annually),  and $2,100,000 in capitalized customer contracts amortized over
     7 years.  The  amortization  periods were based on the customer and company
     relationship  history,  and the contract  term and  projected  gross margin
     throughout the contract life. The value of the intangibles will continue to
     be reviewed for  impairment  quarterly by the derivation of free cash flows
     method and any valuation  differences will be booked accordingly.  Property
     and equipment were evaluated for  adjustments to fair value,  and generally
     were  recorded at the net book values  from the prior  company,  which were
     considered to approximate fair value.

     A summary of the business assets acquired is as follows:

     (Amounts in thousands)

     Consideration paid:
     Stock issued                                          $          40,341
     Acquisition costs                                                 1,110
     Liabilities assumed                                               8,066
                                                             ----------------
     Total consideration                                   $          49,517
                                                             ----------------

     Assets acquired:
     Cash                                                  $              13
     Accounts receivable, net                                          7,317
     Prepaid expenses, deposits and other assets                          29
     Deferred costs                                                       58
     Property and equipment                                            1,273
     Customer list                                                     2,100
     Goodwill                                                         38,727
                                                             ----------------
     Fair value of assets acquired                         $          49,517
                                                             ----------------

The following unaudited pro-forma information reflects the results of operations
of the Company as though the acquisition had been consummated as of July 1,
2000:

(in thousands, except per share data)
<TABLE>
<CAPTION>

                                             Three months ended March 31,           Nine months ended March 31,
                                                2002                2001             2002               2001
                                                ----                ----             ----               ----
<S>                                     <C>                   <C>                <C>             <C>
Revenue                                 $            28,115   $        19,461    $      79,467   $          51,437
                                          ------------------   ---------------   --------------   -----------------

Net loss                                $            (5,586)  $        (2,375)   $     (24,851)  $          (7,855)
                                          ------------------   ---------------   --------------   -----------------

Net loss per share                      $             (0.14)  $         (0.14)   $       (0.89)  $           (0.47)
                                          ------------------   ---------------   --------------   -----------------

Weighted average shares outstanding              40,850,300        16,868,000       28,076,632          16,550,000
                                          ------------------   ---------------   --------------   -----------------
</TABLE>


5.   Restricted Cash

     At March 31,  2002,  cash of $ 1,781,000  was received in  connection  with
     hardware and software maintenance  agreements.  Such cash is restricted and
     will become available to the Company as revenue is recognized  according to
     the terms of the respective agreements.

                                       11
<PAGE>

6.   Credit Facility

     The  Foothill  Agreement  provides  for a  revolving  line of credit not to
     exceed $15,000,000.  The loan is secured by substantially all of the assets
     of the Company.  The available line of credit at March 31, 2002,  according
     to the  collateral  formula,  was  approximately  $  8,351,000  of  which $
     1,733,000  was  outstanding.  Borrowing  limits are  determined  based on a
     collateral  formula,  which  includes 85% of qualified  trade  receivables.
     Also,  borrowings  bear  interest at 1% over  Norwest  Bank prime (4.75% at
     March 31,  2002) with a minimum rate of 7%. The term of the  agreement  has
     been  extended  through  March 31, 2004 under terms  similar to the current
     agreement.

     In  connection  with the Foothill  Agreement  extension  amendment,  DynTek
     Services is required to maintain certain  financial  covenants,  based upon
     defined  EBITDA,  tangible  net worth and  interest  coverage  ratio of the
     subsidiary.  Pursuant to the March 31, 2002 amendment,  DynTek Services was
     not in  compliance  with the  covenants as of March 31, 2002. In connection
     with  Foothill's  consent  for the merger with DMR,  the Company  agreed to
     raise an additional $3 million of capital  investment within 30 days of the
     consummation of the merger. The total required funds had not been raised as
     of March 31,  2002.  The Company has  received a waiver from  Foothill  for
     non-compliance  with the  covenants  and  failure to obtain the  additional
     capital investment.

7.   Marketable Securities

     Marketable securities have been classified as available for sale securities
     at March 31, 2002 and,  accordingly,  the  unrealized  loss  resulting from
     valuing  such  securities  at market  value is  reflected as a component of
     stockholders'  equity.  During  the  nine  months  ended  March  31,  2002,
     marketable  securities  were  sold,  for net  proceeds  of $ 362,000  and a
     recognized loss of $1,241,000, of which $980,000 was previously provided as
     a valuation  reserve as unrealized  loss on securities.  At March 31, 2002,
     the  accumulated  other  comprehensive  unrealized  loss on securities  was
     $108,000.



8.   Commitments, Contingencies, and Other Agreements

     During September 2001, the Company entered into two service agreements with
     Exodus   Communications,   Inc.   ("Exodus"),   in   connection   with  the
     discontinuation  of the  operations  of Exodus's  wholly owned  subsidiary.
     Under one of the agreements,  the Company collected accounts  receivable on
     behalf of the Exodus  subsidiary  on a  collection  fee  basis.  The second
     agreement  provided for the Company to maintain the ongoing  operations  of
     the  Exodus  subsidiary,  with a  contingent  fee  being  earned  upon  the
     collection of receivables  generated from the Company's  providing services
     to existing  customers  under the  current  terms of their  agreements.  On
     September 28, 2001, the Company entered into a non-binding letter of intent
     with  Exodus to  purchase  certain  assets of the  business,  including  an
     assignment  to the Company of the Exodus  subsidiary's  contracts  with its
     existing customers.  An asset purchase  agreement,  containing the terms of
     the letter of intent, was submitted to the bankruptcy court for approval of
     the  purchase.  On  February  6,  2002,  the court  approved  the  purchase
     agreement.  Upon  execution  of the  agreement,  the  Company  will  become
     obligated to remit the purchase price of $175,000.

     In a matter  relating to a prior  business of the Company that was divested
     in 1998, one of the Company's  discontinued  wholly owned  subsidiaries was
     issued  a Letter  of  Demand  for  $1.3  million  by the  California  State
     Controller's Office, Division of Audits. Additionally,  accrued interest on
     the amount  demanded was also sought.  On January 26, 2000,  the California
     Court of Appeals upheld the Demand. Following the Court of Appeals decision
     in January  2000,  a demand for payment has not been made.  The Company has
     provided a reserve for the principal  amount of $1,340,000 plus $503,000 in
     accrued interest, or $1,843,000 in total as of March 31, 2002.

                                       12
<PAGE>

     In  connection  with a merger,  the  Company  assumed the  liability  for a
     judgment that was entered  against the prior company on July 28, 2000.  The
     plaintiff was awarded a judgment of $572,000 plus reasonable  attorney fees
     and interest.  Accruals for this  contingency  have been  established in an
     aggregate  amount  of  approximately  $700,000.  The  Company  is  awaiting
     negotiations with the plaintiff  regarding  settlement terms,  during which
     time collection efforts have not commenced.

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

     In  July  2000,  the  Company  was  named  as  a  nominal  defendant  in  a
     stockholder's  derivative  action brought on behalf of the Company  against
     four of its  directors  (Miletich  v.  Bookmeier,  et al, Case No.  114972,
     Supreme  Court of New York,  New York  County).  The Company is  vigorously
     defending  this  suit  and is  also  in  settlement  discussions.  A  draft
     settlement agreement has been reached, subject to approval by the parties.

     The Company granted a bonus to its Chief Executive  Officer,  in connection
     with the initial year of employment,  of $175,000. Of such amount,  $70,000
     was applied to the repayment of a note  receivable  from the executive.  On
     December  10,  2001,  the  Company  entered  into a  three-year  employment
     agreement with its Chief Executive  Officer.  The agreement includes a base
     salary of $400,000 and a bonus plan amounting to fifty percent (50%) of the
     base salary, paid on a quarterly basis based upon meeting certain criteria.
     The Company also granted an extension of the term of the remaining  balance
     of a note receivable from the executive,  in the amount of $100,000,  until
     the end of the period of  employment  and will  forgive  the balance due if
     certain criteria are met. The agreement provides for termination  benefits,
     under  certain  conditions,  for  aggregate  payments  of two  years of the
     executive's salary.


9.   Short-Term Notes Payable

     On September 27, 2001 and November 1, 2001, the Company  issued  $1,807,000
     aggregate principal of convertible notes.  $750,000 principal of such notes
     bear  interest  at 12% per annum  during a term of 180 days and  $1,057,500
     principal  of such  notes  bear  interest  at 8% per annum for a term of 90
     days.  Outstanding  principal and accrued interest of the notes becomes due
     on maturity. During the quarter ended March 31, 2002, the holders of the 8%
     notes,  in the  principal  amount of  $1,057,500  plus accrued  interest of
     $31,725, agreed to convert into 726,150 shares of Class A common stock. The
     12% notes,  in the  principal  amount of $750,000 plus interest of $23,833,
     was partially  repaid,  in the amount of $300,000,  and a  subscription  to
     convert the  remaining  balance of $473,833 into 315,889  Units,  with each
     Unit  consisting of one share of the Company's Class A Common Stock and one
     Class A Common Stock purchase  warrant was received.  Each warrant entitles
     the holder to purchase one-half share of Class A Common Stock at a price of
     $1.50 per share.  Acceptance  of this  subscription  and the related  stock
     issuance of 315,889  shares were not  completed as of March 31,  2002.  The
     Company  will  issue an  aggregate  amount of  1,042,039  shares of Class A
     common stock for the conversion of the notes.

     In connection with the acquisition of these notes, the investors received a
     warrant to acquire  one-third  of a share of Class A common  stock for each
     dollar of note  principal,  bearing  exercise  prices of $1.50 and 1.70 per
     share and are exercisable for three years.  The Company paid a finder,  who
     is also a related-party  director of the Company, a cash fee of ten percent
     (10%) of the  proceeds  from the note  issuance.  Also,  for each $1,000 of
     notes issued, the Company agreed to issue warrants to purchase 33 shares of
     the  Company's  Class A common stock,  exercisable  at a price of $1.50 per
     share for five years, to an unrelated  third-party  consultant for services
     related to structuring the notes offering.

     Since the Company  granted  conversion  rights to the  investors  at prices
     below the quoted market  prices for the stock,  the Company has recorded an
     expense,  in the aggregate  amount of $763,000,  in  connection  with these
     notes. The Company has amortized a debt discount,  in connection with these
     notes, in the aggregate  amount of $591,000,  which is included in interest
     expense.

                                       13
<PAGE>

10.  Stockholders' Equity

     On August 14, 2001, the Company's  preferred stock became  convertible into
     the Company's Class A common stock, at a rate of 2.5 common shares for each
     preferred share tendered. As of March 31, 2002, 568,775 of such shares were
     converted into 1,420,890  shares of Class A common stock,  with a remainder
     of 1,621,025 shares not yet converted.

     In July 2001  holders of  preferred  stock  issued by a  subsidiary  of the
     Company  converted the 1,000,000  shares of preferred  stock into 1,500,000
     shares of the Company's  Class A common stock.  Such preferred stock shares
     were issued in September 2000 for an equity investment of $3,000,000.

     During the nine months ended March 31, 2002,  stock options were  exercised
     for 97,473  shares of Class A common  stock at prices  averaging  $0.94 per
     share.  The Company issued 78,446 Class A common shares in connection  with
     an earn-out payment due in the amount of $216,668 from the Big Technologies
     acquisition. The Company retired 72,564 shares of its Class A common stock.

     As a result of the merger with DMR (below),  the Company issued  18,336,663
     shares of Class B common stock.

     Pursuant to the terms of the DynTek 2001  Employee  Stock Option  Plan;  on
     February 8, 2002, the Company granted to its employees  options to purchase
     approximately  879,000  shares  of its Class A common  stock at the  market
     price of  $2.04  per  share.  Approximately  779,000  of such  options  are
     incentive  stock  options  for a term of three  years,  and 100,000 of such
     options are  non-qualified  options for a period of five years. All of such
     options are subject to a two year vesting period.

     In February 2002, the Company authorized the sale of up to 3,333,333 Units,
     at a price of $1.50 per Unit,  with  each Unit  consisting  of one share of
     Class A common stock and one Class A common stock  purchase  warrant.  Each
     warrant  entitles the holder thereof to purchase  one-half share of Class A
     common stock at a purchase price of $1.50 per share.  As of March 31, 2002,
     $1,607,000  was  received  in sales of such Units,  for which an  aggregate
     amount of  1,071,375  shares of Class A common  stock will be  issued.  The
     Company paid a finder a cash fee of ten percent  (10%) of the proceeds from
     the sale of the Units.

11.  Long-term Contract Adjustment

     As a part of the merger with DMR, the Company  assumed  operations  under a
     contract   with  the   Commonwealth   of  Virginia  for  the  provision  of
     non-emergency medical  transportation  services. The contract extends until
     June 30,  2003,  with  aggregate  revenues  of  approximately  $41  million
     remaining  following  the  December  27,  2001  merger.  The  contract is a
     fixed-fee  agreement,  with the Company providing  complete  transportation
     services, as stipulated,  including the hiring of transportation providers.
     Directly following the merger, estimated losses from this contract exceeded
     estimates  prepared  prior to the merger date.  The  Company's  estimate of
     losses  from  the  contract,   prepared  following  the  merger  date,  was
     approximately   $7,383,000.   In  August  2002,  the  Company  completed  a
     negotiated settlement with DynCorp regarding this contract, whereby DynCorp
     reimbursed  the  Company  for $5  million  of the  unanticipated  operating
     expenses  incurred to perform under the Contract.  Such  reimbursement  has
     been applied to the estimate to complete the  contract.  The balance of the
     estimated losses to complete the contract, in the amount of $2,383,000, was
     recognized as a loss during the fiscal  quarter ended March 31, 2002.  Such
     losses have been  accrued in the loss  estimate,  net of the  reimbursement
     from DynCorp.

                                       14
<PAGE>

12.      Business Segments

     DynTek's  operations are organized along its product lines and include four
segments - the management,  transportation, human and network services segments.
The following  table  provides  selected  financial  data for DynTek's  business
segments (in thousands of dollars):

<TABLE>
<CAPTION>

                                                                                Reportable Business Segments
                                                                   ---------------------------------------------------
                                                         Management     Transportation       Human         Network
                                                          Services         Services        Services        Services         Total
<S>                                                        <C>             <C>             <C>             <C>             <C>
             Three months ended March 31, 2002
             Sales to external customers                   $ 323           $ 11,529        $ 2,197         $ 14,066        $ 28,115
             Depreciation and amortization expense             -                337              4              648             989
             Operating Income (loss)                        (121)            (3,318)           344           (1,832)         (4,927)
             Net interest expense (income)                     -                  -              -              631             631
             Total assets                                    191              8,366          1,466           68,745          78,768
             Capital expenditures, net disposals               -                  -              3                -               3

             Nine months ended March 31, 2002

             Sales to external customers                   $ 323           $ 11,529         $2,197         $ 37,882        $ 51,931
             Product development                               -                  -              -              492             492
             Depreciation and amortization expense             -                337              4            1,758           2,099
             Operating Income (loss)                        (121)            (3,318)           344           (4,485)         (7,580)
             Net interest expense (income)                     -                  -              -            2,236           2,236
             Total assets                                    191              8,366          1,466           68,745          78,768
             Capital expenditures                              -                  -              3              115             118


</TABLE>

13.  Related-Party Transactions

     On November 28, 2001 and December 15, 2001,  the Company  advanced  $20,000
     and $15,000,  respectively,  to its chief executive officer in exchange for
     notes  receivable  that do not bear  interest.  On December 15,  2001,  the
     executive  repaid  $14,000 of such notes,  and in April 2002 the  remaining
     aggregate balance of $21,000 was repaid.

     In March 2002, the Company paid a director  $30,000 as a consulting fee for
     services  rendered in  connection  with the merger  with DMR.  Such fee was
     remitted in the form of a $20,000 cash payment and a $10,000 application to
     the repayment of a note receivable from the director in that amount.

     On  December  24,  2001,  the  board  approved  a  consulting  fee  payable
     beneficially  to a director of the Company of $81,540,  in connection  with
     the  transactions  with  Exodus  Communications,   Inc.  At  the  Company's
     election,  the payment may be made in cash or common stock. As of March 31,
     2002,  such  payment  had not been made,  nor had the form of payment  been
     ratified by the current board.

     In March  2001,  the  Company  purchased  25% of the  equity  in  LaborSoft
     Corporation ("LaborSoft"),  a company providing labor relations software to
     labor unions and commercial customers.  As a result of its investment,  the
     Company  assigned one of its  directors to become the chairman of the board
     of directors of LaborSoft.  The Company provides infrastructure services to
     LaborSoft,   on  a   fee-for-service   basis,   with  monthly   charges  of
     approximately  $25,000.  As of March 31, 2002, the Company had  outstanding
     receivables for such services in the total amount of $460,000, representing
     unpaid  charges  since April 2001.  Due to the  significant  investment  in
     LaborSoft,  the Company has recognized  its pro-rata  portion of the losses
     incurred by this  affiliate,  since March 2001,  in the amount of $320,000.
     Such losses have reduced the carrying  value of its  investment to $136,000
     at March 31, 2002.


                                       15
<PAGE>



ITEM 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
            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 make sales of its products
and services, the Company's ability to obtain necessary financing to sustain its
operations  despite its continuing losses from operations,  undetected  software
errors and other product quality problems,  the Company's ability to recover its
investments  in certain  marketable  securities,  following  the  closing of the
merger with DMR, to successfully integrate the operations of both companies, and
the  ability of the  Company  to  perform  the DMR  contracts  post-merger  on a
profitable  basis and to extend the terms of the successful  DMR contracts.  The
Company  has no  obligation  to publicly  release the results of any  revisions,
which may be made to any  forward-looking  statements to reflect  anticipated or
unanticipated  events  or  circumstances   occurring  after  the  date  of  such
statements.



RESULTS OF OPERATIONS

The three  months  ended  March 31,  2002 (the "2002  Three  Month  Period")  as
compared  to the three  months  ended  March 31,  2001 (the  "2001  Three  Month
Period").

     Revenues  for the  2002  Three  Month  Period  increased  to  approximately
$28,115,000 from approximately  $12,728,000 for the 2001 Three Month Period, due
to the December 27, 2001 merger of DynCorp Management Resources.

     Cost of revenues for the 2002 Three Month Period increased to approximately
$27,330,000 from approximately  $10,275,000 for the 2001 Three Month Period, due
to the December 27, 2001 merger of DynCorp  Management  Resources (DMR). Cost of
sales increased,  as a percentage of sales, due to the increased operating costs
related to the Virginia  contract.  A loss accrual estimate was recorded on this
contract  in the amount of  $2,383,000.  Aside from the  Virginia  loss  accrual
amount,  the gross  margin on revenues  decreased to 11% in the 2002 Three Month
Period,  from 19% in the  prior  year  same  period,  due to the  assumption  of
low-margin transportation contracts in the DMR merger.

     Selling,  general  and  administrative  expenses  for the 2002 Three  Month
Period increased to approximately  $4,723,000 from approximately  $3,093,000 for
the 2001 Three Month Period.  Of the increase,  approximately  $900,000 resulted
from the DMR merger and  approximately  $400,000  is  attributable  to  business
development in new geographic areas.

     Product development expense for the 2002 Three Month Period decreased to $0
from  approximately  $603,000 for the 2001 Three Month  Period.  The decrease is
primarily due to a restructuring  of the Company to reduce software  development
activities related to new products,  notwithstanding  the continuation of normal
software  development  services  provided to  customers  under  ongoing  service
agreements.  Depreciation  and  amortization  expense  for the 2002 Three  Month
Period increased to approximately  $989,000 from approximately  $674,000 for the
2001 Three Month Period. This increase is primarily attributable to the one time
depreciation  expense of $260,000  to reduce the life of the Dyncorp  Management
Resources computer equipment acquired December 27, 2001 from 5 years to 3 years.

                                       16
<PAGE>

     Interest income for the 2002 Three Month Period  decreased to approximately
$10,000  from  approximately  $18,000  for the 2001  Three  Month  Period.  This
decrease  is  attributable  to a decrease  in the amount of  interest  earned on
interest  bearing  investments,  due to lower  amounts  of funds  available  for
working  capital on deposit  and lower  interest  rates paid on those  deposits.
Interest expense for the 2002 Three Month Period was approximately  $641,000, as
compared to $133,000 during the 2001 Three Month Period.  This increased expense
is a result of interest on the  short-term  convertible  notes payable  incurred
during the 2002 Three Month  Period,  which  includes the  amortization  of debt
discount of $153,000.

     The Company has recognized its pro-rata  portion of the losses  incurred by
an affiliate,  LaborSoft,  in the amount of $28,000  during the 2002 Three Month
Period.  Such  losses have  reduced the  carrying,  value of its  investment  in
LaborSoft to $136,000 at March 31, 2002.

     The increase in net loss to $5,590,000 for the 2002 Three Month Period,  as
compared to a loss of $2,390,000  for the 2001 Three Month Period,  is primarily
due to  interest  on short term notes  payable  and to losses  derived  from the
Virginia contract.

The nine months ended March 31, 2002 (the "2002 Nine Month  Period") as compared
to the nine months ended March 31, 2001 (the "2001 Nine Month Period").

     Revenues  for  the  2002  Nine  Month  Period  increased  to  approximately
$51,931,000 from  approximately $ 31,581,000 for the 2001 Nine Month Period. The
increase  is  primarily  due  to the  December  27,  2001  merger  with  Dyncorp
Management Resources.

     Cost of revenues for the 2002 Nine Month Period  increased to approximately
$46,001,000 from approximately  $24,906,000 for the 2001 Nine Month Period. Cost
of sales  increased,  as a percentage of sales,  due to the increased  operating
costs related to the Virginia contract.  A loss accrual estimate was recorded on
this contract in the amount of $2,383,000.  Aside from the Virginia loss accrual
amount,  the gross  margin on revenues  decreased to 16% in the 2002 Three Month
Period,  from 21% in the  prior  year  same  period,  due to the  assumption  of
low-margin transportation contracts in the DMR merger.

     Selling, general and administrative expenses for the 2002 Nine Month Period
increased to  approximately  $10,919,000 from  approximately  $8,779,000 for the
2001 Nine Month  Period.  The increase is primarily due to the December 27, 2001
merger with DynCorp Management Resources.

     Product  development  expense for the 2002 Nine Month  Period  decreased to
approximately  $492,000 from  approximately  $2,107,000  for the 2001 Nine Month
Period.  The  decrease is  primarily  due to a  restructuring  of the Company to
reduce software development activities related to new products,  notwithstanding
the continuation of normal software  development  services provided to customers
under ongoing service agreements.  Depreciation and amortization expense for the
2002 Nine Month Period increased to approximately  $2,099,000 from approximately
$1,794,000  for  the  2001  Nine  Month  Period.   This  increase  is  primarily
attributable to the one time depreciation expense of $260,000 to reduce the life
of the Dyncorp  Management  Resources  computer  equipment acquired December 27,
2001 from 5 years to 3 years.

     Interest income for the 2002 Nine Month Period  decreased to  approximately
$31,000 from approximately $94,000 for the 2001 Nine Month Period. This decrease
is   attributable   to  a  decrease  in  the  amount  of   interest   earned  on
interest-bearing  investments,  due to  lower  amounts  of funds  available  for
working  capital on deposit  and lower  interest  rates paid on those  deposits.
Interest expense for the 2002 Nine Month Period was approximately $2,267,000, as
compared  to  $367,000  during  the 2001 Nine Month  Period.  This  increase  in
interest  expense is a result of  interest  on short term notes  payable,  which
includes non-cash charges for the beneficial  conversion  feature ($763,000) and
the amortization of debt discount ($476,000).

                                       17
<PAGE>

     During the quarter  ended  December 31, 2001,  marketable  securities  were
sold,  for net proceeds of $ 362,000 and a  recognized  loss of  $1,241,000,  of
which $980,000 was previously provided as a valuation reserve as unrealized loss
on securities.  The Company has  recognized  its pro-rata  portion of the losses
incurred by an affiliate,  in the amount of $220,000  during the 2002 Nine Month
Period.

     The increase in net loss to $11,324,000 for the 2002 Nine Month Period,  as
compared to a loss of $6,569,000  for the 2001 Nine Month  Period,  is primarily
due to losses derived from the Virginia contract, loss on the sale of marketable
securities and to interest expense associated with the short-term notes payable.

Liquidity and Capital Resources

     As of March 31,  2002 the  Company  had a  working  capital  deficiency  of
approximately $10,235,000 compared to a working capital deficiency of $4,985,000
at June  30,  2001.  This  decrease  in  working  capital  is  primarily  due to
acquisition of DMR during the 2001 Three Month Period.

     On September 27, 2001 and November 1, 2001, the Company  issued  $1,807,000
aggregate principal of convertible notes.  $750,000 principal of such notes bear
interest at 12% per annum during a term of 180 days and $1,057,500  principal of
such  notes  bear  interest  at 8% per annum for a term of 90 days.  Outstanding
principal  and accrued  interest of the notes  becomes due on  maturity.  Of the
total notes outstanding,  $1,057,500 principal plus accrued interest of 8% notes
is convertible  into the Company's  Class A common stock at a price of $1.50 per
share at the maturity of the notes, and are currently  convertible at the option
of the Company.  The remaining  $750,000 principal plus interest of 12% notes is
payable as follows:  $200,000 on March 27, 2002 and  $550,000 on April 30, 2002,
or is  convertible  into the Company's  Class A common stock at a price of $1.70
per share at the option of the holder.  At this time, the Company is negotiating
a  conversion  of all 12%  notes to  equity  at a price of $1.50  share.  At the
maturity dates, an aggregate of $300,000 principal of such notes was repaid, and
the  balance  of the notes are being  converted  into  equity at the  stipulated
terms.

     The Company  received  subscriptions  in the aggregate amount of $1,607,063
during the  quarter  ended  March 31,  2002 to  purchase  Units,  with each Unit
consisting  of one share of the  Company's  Class A Common Stock and one Class A
Common Stock  purchase  warrant.  Each  warrant  entitles the holder to purchase
one-half share of Class A Common Stock at a price of $1.50 per share. Acceptance
of subscriptions for $1,607,063 by the Company,  and the related stock issuances
due from these  subscriptions in the aggregate amount of 1,071,375 shares,  were
not completed as of March 31, 2002.  The company paid a finder a cash fee of ten
percent (10%) of the proceeds from the sale of the Units.

     In addition,  during the quarter ended March 31, 2002, the Company received
a subscription to convert the remaining  balance on a 12% promissory note issued
by the Company on November 1, 2001,  in the amount of  $473,833.  Acceptance  of
this  subscription  and the related  stock  issuance of 315,889  shares were not
completed as of March 31, 2002.

     The  Foothill  Agreement  provides  for a  revolving  line of credit not to
exceed $15,000,000. The available line of credit at March 31, 2002, according to
the collateral  formula,  was approximately  $8,351,000 of which $ 1,733,000 was
outstanding.  Borrowing  limits are  determined  based on a collateral  formula,
which  includes  85% of  qualified  trade  receivables.  Also,  borrowings  bear
interest at 1% over  Norwest Bank prime (4.75% at March 31, 2002) with a minimum
rate of 7%. The term of the agreement  has been extended  through March 31, 2004
under terms similar to the current agreement.  The Company has received a waiver
from  Foothill  for  non-compliance  with the covenant and failure to obtain the
additional capital investment.

                                       18
<PAGE>

     In a matter  relating to a prior  business of the Company that was divested
in 1998, one of the Company's  discontinued wholly owned subsidiaries was issued
a Letter of Demand for $1.3 million by the California State Controller's Office,
Division of Audits.  Additionally,  accrued  interest on the amount demanded was
also sought.  On January 26, 2000,  the  California  Court of Appeals upheld the
Demand.  Following the Court of Appeals  decision,  a demand for payment has not
been made.  The  Company  has  provided a reserve  for the  principal  amount of
$1,340,000 plus $486,000 in accrued interest, or $1,826,000 in total as of March
31, 2002.

     In connection with its merger with Data Systems in August 2000, the Company
assumed the liability  for a judgment  that was entered  against Data Systems on
July 28, 2000. The plaintiff was awarded a judgment of $572,000 plus  reasonable
attorney fees and interest.  Accruals for this contingency have been established
in an  aggregate  amount of  approximately  $700,000.  The  Company is  awaiting
negotiations with the plaintiff regarding settlement terms.

     In connection with the merger with DMR, the Company assumed a contract with
the Commonwealth of Virginia for non-emergency medical transportation  services.
The  contract   extends  until  June  30,  2003,  with  aggregate   revenues  of
approximately $41 million remaining  following the December 27, 2001 merger. The
contract  is  a  fixed-fee  agreement,   with  the  Company  providing  complete
transportation  services, as stipulated,  including the hiring of transportation
providers.  Directly  following the merger,  estimated losses from this contract
exceeded  estimates prepared prior to the merger date. The Company's estimate of
losses from the contract,  prepared following the merger date, was approximately
$7,383,000.  In August 2002, the Company completed a negotiated  settlement with
DynCorp regarding this contract,  whereby DynCorp  reimbursed the Company for $5
million of the  unanticipated  operating  expenses incurred to perform under the
Contract.  Such  reimbursement  has been applied to the estimate to complete the
contract.  The balance of the estimated losses to complete the contract,  in the
amount of  $2,383,000,  was recognized as a loss during the fiscal quarter ended
March 31, 2002.  Such losses have been accrued in the loss estimate,  net of the
reimbursement  from  DynCorp.  The  Commonwealth  of Virginia  has  notified the
Company of its  intention to solicit bids for the renewal of the services  award
following  June 30, 2002.  The Company will submit a competitive  bid;  however,
there is no assurance that such bid will be accepted as the provider of services
in the future.

     The  Company  may expand the scope of its  product  offerings  by  pursuing
acquisition  candidates with complementary  technologies,  services or products.
Should the Company  commence such  acquisitions,  it  anticipates  that it would
finance the  transactions  with a  combination  of its  working  capital and the
issuance of additional  equity  securities.  The Company would attempt to secure
additional   funding,   including  equity  financing  where   appropriate,   for
acquisitions.  There can be no  assurance,  however,  that the  Company  will be
successful  in  identifying  appropriate  acquisition  candidates  or  that,  if
appropriate  candidates are  identified,  that the Company will be successful in
obtaining the necessary financing to complete the acquisitions.

     The  Company  has had  recurring  losses  from  continuing  operations  and
negative cash flows from operations. Such losses have been funded primarily from
cash  received  from sales of stock and cash  received  in 1999 from the sale of
discontinued  operations.  Additionally,  the merger with DMR decreased tangible
net worth by $5,979,000, which, combined with losses, resulted in a consolidated
tangible  net worth  deficit  of  $10,703,000  at March 31,  2002.  Management's
current plans include the sale of up to $5,000,000 of common stock, currently in
negotiation.  In addition, the Company expects to collect $600,000 from the note
receivable  it holds.  If  additional  funds are  necessary,  the Company  would
consider  liquidating  its  marketable  securities,  reducing  the  scope of its
operations,  divesting  of  long-term  contracts  and  seeking  other  forms  of
financing.

                                       19
<PAGE>

PART II - OTHER INFORMATION

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS


As part of a Rule  506 of  Regulation  D  private  offering  only to  accredited
investors of up to $5,000,000 principal of Units, which was made pursuant to and
exempt from registration under the Securities Act of 1933, as amended,  pursuant
to 4(2) thereof,  the Company received  subscriptions in the aggregate amount of
$1,607,063  during the quarter ended March 31, 2002 to purchase Units, with each
Unit consisting of one share of the Company's Class A Common Stock and one Class
A Common Stock purchase  warrant.  Each warrant  entitles the holder to purchase
one-half share of Class A Common Stock at a price of $1.50 per share. Acceptance
of subscriptions for $1,607,063 by the Company,  and the related stock issuances
due from these  subscriptions in the aggregate amount of 1,071,375 shares,  were
not completed as of March 31, 2002.  The company paid a finder a cash fee of ten
percent (10%) of the proceeds from the sale of the Units.

In addition,  during the quarter  ended March 31, 2002,  the Company  received a
subscription to convert the remaining balance on a 12% promissory note issued by
the Company on November 1, 2001,  in the amount of $473,833.  Acceptance of this
subscription and the related stock issuance of 315,889 shares were not completed
as of March 31, 2002.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market risk represents the risk of loss that may impact the financial  position,
results of  operations  or cash flows of the Company  due to adverse  changes in
market  prices and rates.  The  Company  is  exposed to market  risk  because of
changes in interest rates on its short-term investments.

Interest Rate Sensitivity.

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


ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K

     (a) Exhibits.

                  99.1     Section 906 Certification of Steven Ross

                  99.2     Section 906 Certification of James Linesch



                                       20



<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.


                                                     DYNTEK, INC.



                                                     By:/s/James Linesch
                                                     --------------------
                                                     James Linesch
                                                     Chief Financial Officer

                                                     Date: March 28, 2003


                                       21

<PAGE>



                                 CERTIFICATIONS

I, Steven J. Ross, certify that:

1.   I have reviewed this quarterly report on Form 10-Q of DynTek, Inc.;

2.   Based on my knowledge, this quarterly report does not contain any untrue
     statement of a material fact or omit to state a material fact necessary to
     make the statements made, in light of the circumstances under which such
     statements were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this quarterly report, fairly present in all
     material respects the financial condition, results of operations and cash
     flows of the registrant as of, and for, the periods presented in this
     quarterly report;

4.   The registrant's other certifying officers and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

  a. designed such disclosure controls and procedures to ensure that material
     information relating to the registrant, including its consolidated
     subsidiaries, is made known to us by others within those entities,
     particularly during the period in which this quarterly report is being
     prepared;

  b. evaluated the  effectiveness of the registrant's  disclosure  controls and
     procedures as of a date within 90 days prior to the filing date of this
     quarterly report (the "Evaluation Date"); and

  c. presented in this quarterly report our conclusions about the effectiveness
     of the disclosure controls and procedures based on our evaluation as of the
     Evaluation Date;

5.   The registrant's other certifying officers and I have disclosed, based on
     our most recent evaluation, to the registrant's auditors and the audit
     committee of registrant's board of directors (or persons performing the
     equivalent function):

  a. all significant deficiencies in the design or operation of internal
     controls which could adversely affect the registrant's ability to record,
     process, summarize and report financial data and have identified for the
     registrant's auditors any material weaknesses in internal controls; and

  b. any fraud, whether or not material, that involves management or other
     employees who have a significant role in the registrant's internal
     controls; and

6.   The registrant's other certifying officers and I have indicated in this
     quarterly report whether or not there were significant changes in internal
     controls or in other factors that could significantly affect internal
     controls subsequent to the date of our most recent evaluation, including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.


Date:  March 28, 2003
                                                    By:  /s/Steven J. Ross
                                                         Steven J. Ross
                                                         Chief Executive Officer

                                       22
<PAGE>




I, James Linesch, certify that:

1.   I have reviewed this quarterly report on Form 10-Q of DynTek, Inc.;

2.   Based on my knowledge, this quarterly report does not contain any untrue
     statement of a material fact or omit to state a material fact necessary to
     make the statements made, in light of the circumstances under which such
     statements were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this quarterly report, fairly present in all
     material respects the financial condition, results of operations and cash
     flows of the registrant as of, and for, the periods presented in this
     quarterly report;

4.   The registrant's other certifying officers and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

  a. designed such disclosure controls and procedures to ensure that material
     information relating to the registrant, including its consolidated
     subsidiaries, is made known to us by others within those entities,
     particularly during the period in which this quarterly report is being
     prepared;

  b. evaluated the  effectiveness of the registrant's  disclosure  controls and
     procedures as of a date within 90 days prior to the filing date of this
     quarterly report (the "Evaluation Date"); and

  c. presented in this quarterly report our conclusions about the effectiveness
     of the disclosure controls and procedures based on our evaluation as of the
     Evaluation Date;

5.   The registrant's other certifying officers and I have disclosed, based on
     our most recent evaluation, to the registrant's auditors and the audit
     committee of registrant's board of directors (or persons performing the
     equivalent function):

  a. all significant deficiencies in the design or operation of internal
     controls which could adversely affect the registrant's ability to record,
     process, summarize and report financial data and have identified for the
     registrant's auditors any material weaknesses in internal controls; and

  b. any fraud, whether or not material, that involves management or other
     employees who have a significant role in the registrant's internal
     controls; and

6.   The registrant's other certifying officers and I have indicated in this
     quarterly report whether or not there were significant changes in internal
     controls or in other factors that could significantly affect internal
     controls subsequent to the date of our most recent evaluation, including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.

Date:  March 28, 2003
                                                   By:  /s/ James Linesch
                                                        James Linesch
                                                        Chief Financial Officer


                                       23
<PAGE>



                                                                    Exhibit 99.1

                Certification Pursuant to 18 U.S.C. Section 1350,
                    As Adopted Pursuant to Section 906 of the
                          Sarbanes - Oxley Act of 2002

In  connection  with the Annual Report of DynTek,  Inc., a Delaware  corporation
(the "Company"), on Form 10-K for the year ended June 30, 2002 as filed with the
Securities  and  Exchange  Commission  on the date  hereof (the  "Report"),  the
undersigned, the Chief Executive Officer, hereby certifies pursuant to 18 U.S.C.
ss.1350 as adopted  pursuant  to Section 906 of the  Sarbanes-Oxley  Act of 2002
that:

(1) the Report of the Company filed today pursuant to Section 13(a) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), fully complies
with the requirements of Section 13(a) of the Exchange Act; and

(2) the information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the Company.




                                                         Steven J. Ross
                                                         Chief Executive Officer
                                                         March 28, 2003

                                       24
<PAGE>



                                                                    Exhibit 99.2

                Certification Pursuant to 18 U.S.C. Section 1350,
                    As Adopted Pursuant to Section 906 of the
                          Sarbanes - Oxley Act of 2002

In  connection  with the Annual Report of DynTek,  Inc., a Delaware  corporation
(the "Company"), on Form 10-K for the year ended June 30, 2002 as filed with the
Securities  and  Exchange  Commission  on the date  hereof (the  "Report"),  the
undersigned, the Chief Financial Officer, hereby certifies pursuant to 18 U.S.C.
ss.1350 as adopted  pursuant  to Section 906 of the  Sarbanes-Oxley  Act of 2002
that:

(1) the Report of the Company filed today pursuant to Section 13(a) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), fully complies
with the requirements of Section 13(a) of the Exchange Act; and

(2) the information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the Company.



                                                         James Linesch
                                                         Chief Financial Officer
                                                         March 28, 2003



                                       25