UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549


                                   FORM 10-Q
                                   (Mark One)


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


                 For the quarterly period ended March 31, 2001
                                       OR


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


                For the transition period from ______ to ______

                         Commission File No. 0 - 20660


                              DIRECT INSITE CORP.
             (Exact name of registrant as specified in its charter)


                Delaware                                11-2895590
        (State or other jurisdiction of              (I.R.S. Employer
        incorporation or organization)                Identification  No.)


        80 Orville Drive, Bohemia, N.Y.                    11716
    (Address of principal executive offices)             (Zip Code)


Registrant's telephone number, including area code      (631) 244-1500



Indicate  by check  mark  whether  the  registrant:  (1) has filed  all  reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.


                       Yes    [X]               No  [ ]

The number of shares of $.0001 par value  stock  outstanding  as of May 14, 2001
was: 1,538,796

<PAGE>


                      DIRECT INSITE CORP. AND SUBSIDIARIES

                                     INDEX



PART I - FINANCIAL INFORMATION                                            Page


  Condensed Consolidated Balance Sheets as of March 31, 2001 and
  December 31, 2000                                                          3

  Condensed Consolidated Statements of Operations and Comprehensive Income
  For the Three Months Ended March 31, 2001 and 2000                         4

  Condensed Consolidated Statements of Cash Flows
  For the Three Months ended March 31, 2001 and 2000                         5

  Notes to Condensed Consolidated Financial Statements                  6 - 11

  Management's Discussion and Analysis of Financial
  Condition and Results of Operations                                  12 - 16


PART II - OTHER INFORMATION

  Item 1. Legal Proceedings                                                17

  Item 2. Changes in Securities                                            17

  Item 3. Defaults Upon Senior Securities                                  17

  Item 4.  Submission of Matters to a Vote of Security Holders             17

  Item 5. Other Information                                                17

  Item 6. Exhibits and Reports on Form 8-K                                 17

  Signatures                                                               18


<PAGE>

                      DIRECT INSITE CORP. AND SUBSIDIARIES

                     CONDENSED CONSOLIDATED BALANCE SHEETS

                   AS OF MARCH 31, 2001 AND DECEMBER 31, 2000
                       (In thousands, except share data)

<TABLE>
<CAPTION>
                                                        March 31,      December 31,
                                                          2001             2000
                                                        ---------      ------------
                                                       (Unaudited)      (Audited)
<S>                                                    <C>              <C>
ASSETS
Current assets
  Cash and cash equivalents                             $   2,523       $  10,851
  Accounts receivable, net of allowance for
    sales returns and doubtful accounts of
    $31 and $70 in 2001 and 2000, respectively                672             260
  Prepaid expenses and other current assets                   371             451
  Investment in NetWolves Corporation                       5,625           4,922
                                                         --------        --------
      Total current assets                                  9,191          16,484

Property and equipment, net                                 1,247           1,140
Other assets                                                1,102             629
                                                         --------        --------
                                                         $ 11,540        $ 18,253
                                                         ========        ========
LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities
  Accounts payable and accrued expenses                  $  1,667        $  1,715
  Restructuring costs payable, current portion                515           1,526
  Convertible debentures, net of discount of $305 in 2000       -           2,695
  Income taxes payable                                         39             855
                                                         --------        --------
    Total current liabilities                               2,221           6,791

Restructuring costs payable, long-term                        754             924
                                                         --------        --------
    Total liabilities                                       2,975           7,715
                                                         --------        --------
Commitments and contingencies

Shareholders' equity
  Common  stock, $.0001 par value; 150,000,000 shares
    authorized; 1,449,834 shares issued in 2001 and
    2000; and 1,425,462 shares outstanding in 2001
    and 2000                                                    -               -
  Additional paid-in capital                               102,911        103,569
  Unearned compensation                                        (82)          (115)
  Accumulated deficit                                      (91,553)       (89,502)
  Accumulated other comprehensive loss                      (2,383)        (3,086)
                                                          --------       --------
                                                             8,893         10,866
  Common stock in treasury, at cost  - 24,372 shares          (328)          (328)
                                                          --------       --------
    Total shareholders' equity                               8,565         10,538
                                                          --------       --------
                                                          $ 11,540       $ 18,253
                                                          ========       ========

           See notes to condensed consolidated financial statements.
</TABLE>
                                        3

<PAGE>

                      DIRECT INSITE CORP. AND SUBSIDIARIES

                      CONDENSED CONSOLIDATED STATEMENTS OF
                      OPERATIONS AND COMPREHENSIVE INCOME
                                  (Unaudited)

               FOR THE THREE MONTHS ENDED MARCH 31, 2001 AND 2000
                     (In thousands, except per share data)


<TABLE>
<CAPTION>
                                                            Three Months Ended
                                                        ----------------------
                                                                 March 31,
                                                                 ---------
                                                          2001            2000
                                                        ---------       ---------
<S>                                                     <C>             <C>
Revenue                                                 $    517        $    526
Cost of revenue                                               89             105
                                                        --------        --------
Gross margin                                                 428             421
                                                        --------        --------
Operating expenses
  Research and development                                   556           2,987
  Sales and marketing                                        505           3,436
  General and administrative                                 830           3,170
  Amortization and depreciation                              238             209
  Non-recurring restructuring charge                         -            14,813
                                                        --------        --------
                                                           2,129          24,615
                                                        --------        --------
Operating loss                                            (1,701)        (24,194)
Other income (expenses)
  Gain on sale of Softworks                                  -            47,813
  Gain on sale of ComputerCOP
    assets held for sale                                     -             8,534
  Interest (expense) income, net                            (317)            332
                                                        --------        --------
(Loss)  income before provision for
  income taxes                                            (2,018)         32,485
Provision for income taxes                                   (33)        (12,812)
                                                        --------        --------
Net (loss) income                                       $ (2,051)       $ 19,673
                                                        ========        ========
Other comprehensive income (loss)
  Unrealized gain (loss) on marketable
    Securities                                               704          (5,625)

Comprehensive  (loss)  income                           $ (1,347)       $ 14,048
                                                        ========        ========
Basic net (loss) income per share                       $  (1.44)       $  14.38
                                                        ========        ========
Diluted net (loss) income per share                     $  (1.44)       $  13.92
                                                        ========        ========
Basic weighted average common
  shares outstanding                                       1,425           1,368
                                                        ========        ========
Diluted weighted average common
  shares outstanding                                       1,425           1,413
                                                        ========        ========

           See notes to condensed condolidated financial statements.
</TABLE>

                                      4
<PAGE>

                      DIRECT INSITE CORP. AND SUBSIDIARIES

                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (Unaudited)


<TABLE>
<CAPTION>
                                                            Three Months Ended
                                                                 March 31,
                                                        -------------------------
                                                          2001            2000
                                                        ---------       ---------
                                                              (In thousands)
<S>                                                     <C>             <C>
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS
Cash flows from operating activities
  Net (loss) income                                     $  (2,051)      $ 19,673
  Adjustments to reconcile net (loss) income to net
    cash used in operating activities
      Depreciation and amortization
        Property and equipment                                243            212
        Other                                                   1              1
      Non-cash interest charge pertaining to the discount
        on convertible debentures and loss on prepayment      346            -
      Provision for doubtful accounts                           8            -
      Deferred income taxes                                   -            9,197
      Common stock and options issued for services             33          2,522
      Common stock issued for settlement of restructuring
        charges                                               -            1,180
      NetWolves common stock issued for services and for
        settlement of restructuring charges                   -            2,000
      Gain on sale of Softworks and ComputerCOP               -          (56,347)
  Changes in operating assets and liabilities
      Accounts receivable                                    (420)           (17)
      Prepaid expenses and other current assets                79            144
      Other assets                                             27            (26)
      Accounts payable and accrued expenses                     4         (1,648)
      Restructuring costs payable                          (1,181)        11,015
      Income taxes payable                                   (816)         3,600
      Deferred revenue                                        -              (10)
                                                         --------       --------
        Net cash used in operating activities              (3,727)        (8,504)
                                                         --------       --------
Cash flows from investing activities
  Proceeds from the sale of Softworks stock (net of
    $3,157 expenses)                                          -           48,301
  Cash utilized in the ComputerCOP/NetWolves
    transaction (including $1,819 of expenses)                -          (22,319)
  Investment in NetWolves Corporation                         -           (4,500)
  Investment in non-marketable securities                    (500)
  Capital expenditures                                       (350)          (405)
  Repayment of officers' loans, net                           -              899
                                                         --------       --------
        Net cash (used in) provided by investing
          activities                                         (850)        21,976
                                                         --------       --------
Cash flows from financing activities
  Repayments of convertible debentures                     (3,751)          -
                                                         --------       --------
Net (decrease) increase in cash and cash equivalents       (8,328)        13,472
Cash and cash equivalents, beginning of period             10,851          1,852
                                                         --------       --------
Cash and cash equivalents, end of period                 $  2,523       $ 15,324
                                                         ========       ========

           See notes to condensed consolidated financial statements.
</TABLE>

                                       5
<PAGE>

                      DIRECT INSITE CORP. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (Unaudited)

               FOR THE THREE MONTHS ENDED MARCH 31, 2001 AND 2000


1    Interim financial information

     The  condensed  consolidated  balance  sheet as of March 31, 2001,  and the
     condensed  consolidated  statements of operations and comprehensive  income
     and cash flows for the three  months  ended March 31,  2001 and 2000,  have
     been  prepared  by the  Company  without  audit.  These  interim  financial
     statements  include all  adjustments,  consisting only of normal  recurring
     accruals,  which management  considers necessary for a fair presentation of
     the financial  statements for the above periods.  The results of operations
     for the three months ended March 31, 2001, are not  necessarily  indicative
     of results  that may be expected for any other  interim  periods or for the
     full year.

     These  condensed  consolidated  financial  statements  should  be  read  in
     conjunction  with the consolidated  financial  statements and notes thereto
     for the year ended  December  31, 2000.  The  accounting  policies  used in
     preparing the condensed  consolidated  financial  statements are consistent
     with those  described  in the  December  31,  2000  consolidated  financial
     statements.


2    The Company

     At the Company's special meeting of stockholders held on May 4th, 2001, the
     Company's shareholders granted the Board of Directors authority to effect a
     reverse stock split in a ratio of one-for-fifteen.  On that date, the Board
     of Directors  declared a one-for-fifteen  reverse stock split effective for
     shareholders  of record as of the close of business on May 7th, 2001.  (See
     Note 4)

     At the annual  shareholders'  meeting held in August 2000, the shareholders
     elected to change  the  corporate  name to Direct  Insite  Corp.  (formerly
     Computer  Concepts  Corp.) to better reflect the initiation of new business
     strategies.

     Direct Insite Corp. and subsidiaries  (the "Company")  operate primarily as
     an  Application  Service  Provider  (generally  referred to as an ASP, also
     referred to as the Server Farm)  providing high volume data  processing and
     analysis  tools  for  their  customers.   The  Company's  core  technology,
     d.b.Express,  is a management  information  tool providing  targeted access
     through the mining of large  volumes of  transactional  data.  This service
     presently is being marketed  solely for  telecommunications  analysis.  The
     Server Farm  permits  end users the ability to visually  access and analyze
     information through the Internet.  Data can be visually presented using the
     Company's  patented data  visualization  technology.  Additionally,  in the
     fourth quarter 2000, the Company entered into a license agreement that will
     enable  it to add  to its  suite  of  products  and  services,  a  complete
     Electronic Bill  Presentment and Payment  ("EBPP"),  as well as an Internet
     Customer Care ("ICC") tool set.

     In   2000,    Company   began   offering   a   new   consulting    service,
     "Telecommunications   Solutions"  (also  marketed  under  the  name  Global
     Telecommunications Services or GTS). The primary function of the consulting
     service is to create cost  savings for its  customers  through  effectively
     negotiating their telecommunications and network service provider contracts
     as well as reviewing  both past and future  communication  expenditures  to
     assure  compliance.  The Company is combining  this service with its Server
     Farm to create a unique,  powerful  detailed  customer  profile.  This new,
     enhanced   profile  will  allow  customers  to  efficiently   optimize  all
     telecommunications contract compliance,  establish traffic metrics, monitor
     invoice  accuracy and rate compliance as well as support complex  invoicing
     and reporting  requirements,  exception reporting and electronic invoicing,
     all via  the  Internet.  To  date,  revenue  from  this  service  has  been
     insignificant.

     The most significant  portion of the Company's  operations had historically
     been  conducted   through  one  of  its   subsidiaries,   Softworks,   Inc.
     ("Softworks").  Through  Softworks,  the Company  developed,  marketed  and
     supported systems management software products for corporate mainframe data
     centers.  Softworks was wholly owned by the Company  through June 29, 1998,
     and majority owned through March 31, 1999. On January 27, 2000, the Company
     sold its  remaining  interest  to EMC  Corporation  for  approximately  $61
     million in cash, before expenses (Note 8).

                                       6
<PAGE>

                      DIRECT INSITE CORP. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (Unaudited)

               FOR THE THREE MONTHS ENDED MARCH 31, 2001 AND 2000



     In June 1998, the Company completed an acquisition of software (and related
     sales and  marketing  rights)  which is designed  to provide  non  computer
     literate individuals (e.g. parents,  guardians,  schools, etc.) the ability
     to identify threats as well as objectionable material that may be viewed by
     users (e.g.  children) of a computer on the  Internet The Company  formed a
     wholly owned  subsidiary  and marketed  the acquired  technology  under the
     trade name, ComputerCOP. On February 14, 2000, the Company sold ComputerCOP
     Corp. to NetWolves Corporation ("Netwolves"). (See Note 8).

     During the period ended March 31, 2001,  the Company  adopted SFAS No. 133.
     SFAS No. 133 establishes  accounting and reporting standards for derivative
     instruments,  including certain  derivative  instruments  embedded in other
     contracts  (collectively  referred  to as  derivatives),  and  for  hedging
     activities.   This  Statement   requires  that  an  entity   recognize  all
     derivatives as either assets or  liabilities in the condensed  consolidated
     balance sheets and measure those  instruments at fair value. The accounting
     for  changes in the fair value of a  derivative  instrument  depends on its
     intended use and the resulting designation.  Implementation of SFAS No. 133
     did not  have  any  material  impact  on the  financial  statements  of the
     Company.


3    Restructuring

     The  restructuring  charge includes costs directly related to the Company's
     plan.  EITF No.  94-3 and SEC Staff  Accounting  Bulletin  No. 100  provide
     specific  requirements  as to appropriate  recognition of costs  associated
     with  employee  termination   benefits  and  other  exit  costs.   Employee
     termination costs are recognized when details of the severance arrangements
     are  communicated  to affected  employees  (all 53 employees  were actually
     terminated  in  March  2000).   Other  exit  costs  (such  as   contractual
     obligations) that are not associated with or that do not benefit activities
     that will be continued are  recognized at the date of commitment to an exit
     plan subject to certain  conditions.  Other costs  directly  related to the
     restructuring  that are not eligible for recognition at the commitment date
     are expensed as incurred. The activity in the restructuring accrual for the
     three months ended March 31, 2001 is summarized below:

<TABLE>
<CAPTION>
                                                Officer/director
                                 Employee          retirement        Consulting    Operating
                                terminations        packages          contracts     leases      Other      Total
                                ------------   -----------------     -----------   ---------    -----      -----
<S>                              <C>              <C>                 <C>           <C>        <C>       <C>
Restructuring accrual,
   as of December 31,
   2000                          $  32,000        $  558,000          $1,113,000    $217,000   $530,000  $2,450,000

Cash expenditures,
   three months ended
   March 31, 2001                  (15,000)         (522,000)           (136,000)    (28,000)   (480,000)  (1,181,000)
                                 ----------        ----------          ----------  ----------  ----------  ----------

Restructuring accrual,
   March 31, 2001                $  17,000            36,000           $ 977,000    $189,000    $ 50,000   $1,269,000
                                 ==========        ==========          ==========  ==========  ==========  ==========
</TABLE>

     Of the total  outstanding  liability of  $1,269,000,  $754,000,  is payable
     after one year.

4    Shareholders' equity

     At the Company's special meeting of stockholders held on May 4th, 2001, the
     Company's shareholders granted the Board of Directors authority to effect a
     reverse stock split in a ratio of one-for-fifteen.  On that date, the Board
     of Directors  declared a one-for-fifteen  reverse stock split effective for

                                       7

<PAGE>

                      DIRECT INSITE CORP. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (Unaudited)

               FOR THE THREE MONTHS ENDED MARCH 31, 2001 AND 2000



     shareholders  of  record  as of the  close of  business  on May 7th,  2001.
     Holders of the common  stock have the right to payment in cash for  partial
     shares.  Common stock,  treasury stock and additional paid-in capital as of
     March 31, 2001 and  December  31, 2000 have been  restated to reflect  this
     split.  Par value and  authorized  shares  remain  unchanged at $0.0001 and
     150,000,000  shares,  respectively.  All references to the number of common
     shares  and per  share  amounts  elsewhere  in the  condensed  consolidated
     financial  statements  and  related  footnotes  have also been  restated to
     reflect the effect of the split for the periods presented.

5    Legal matters

     In March, 1995, an action was originally  commenced against the Company and
     a number of defendants  (Barbara  Merkens v. Aval  Guarantee  Ltd.,  Walter
     Mennel,  J. Forror,  A.  Faehndreich-Braun,  T&M Consulting AG, M. Schmidt,
     E.G. Baltruschat and Computer Concepts Corp.; United States District Court,
     Eastern  District of New York).  In early 1997,  after a change in counsel,
     the  plaintiff  amended  the  complaint  for a second  time,  now naming as
     defendants  only the Company and three of its officers.  The second amended
     complaint  alleges that certain  third  parties,  unrelated to the Company,
     transferred certificates representing 66,667 shares of the Company's common
     stock to the plaintiff. The complaint further alleges that such shares were
     endorsed in blank by the third parties and became bearer securities,  which
     were negotiated to the plaintiff by physical delivery. The certificates had
     not been legally acquired from the Company and the Company had reported the
     certificates   to  the  Securities   and  Exchange   Commission  as  stolen
     certificates.  Plaintiff  has  requested  validation of the transfer of the
     certificates and is seeking damages of an unspecified amount, consisting of
     alleged  diminution in market value of the subject shares from 1994 through
     the date of any  judgment in the  plaintiff's  favor.  The  Company  denied
     plaintiff's  allegations  and filed a motion for  summary  judgment.  On or
     about  November  8, 1999,  the motion for summary  judgment  was granted in
     favor of the Company and its  officers.  However,  the  plaintiff  filed an
     appeal,  which was  contested by the  Company.  Since that time the parties
     agreed to settle the matter.  Under the terms of the  tentative  settlement
     agreement the Company  would issue 16,667  shares of its common stock.  The
     tentative  settlement  has been  remanded to the district  court,  which is
     required to review the fairness of the settlement agreement pursuant to the
     Securities Act of 1933,as amended.  The Company believes this settlement is
     likely to be accepted by the district court. Accordingly, during the fourth
     quarter  of 2000 the  Company  accrued  $80,000  to cover  the value of the
     shares to be issued plus estimated legal fees.

     During 1999, the Company and certain officers  received  notification  that
     they had been named as  defendants  in a class  action  (case # CV 99 1046,
     Kassouf, et al v. Computer Concepts Corp., Daniel DelGiorno, Sr. and Daniel
     DelGiorno Jr., U.S. District Court,  Eastern District of New York) alleging
     violations  of  certain  securities  laws with  respect  to the  content of
     certain  Company  announcements.  On January 30, 2001,  the Court entered a
     judgment dismissing the suit. The time to file an appeal has expired.

     In August  of 1999,  the  Company  and its  directors  were  served  with a
     complaint filed in the Chancery Court of Delaware, New Castle County Claude
     Nadef v. Daniel  DelGiorno,  et al and Computer  Concepts  Corp. as Nominal
     Defendant; C.A. No. 17376-NC). This is a derivative action, which is action
     brought by the  plaintiff on behalf of the  Company,  in which the Company,
     for technical reasons,  is named as a nominal defendant along with the real
     defendants in interest,  Daniel  DelGiorno,  Sr.,  Daniel  DelGiorno,  Jr.,
     Russell  Pellicano,  Augustin  Medina,  all former members of the Company's
     Board of Directors.  The plaintiffs alleges that the individual  defendants
     breached  their  respective  fiduciary  duties to the  Company by  awarding
     excess  compensation  and are requesting a judgment in favor of the Company
     for such excess  compensation.  An answer to the complaint was  interposed,
     denying the material  allegations of the Complaint.  Document discovery has
     commenced,   although  no  depositions  are  scheduled.   The  Company  and
     defendants  have denied the  allegations  and are vigorously  defending the
     matter; however, the Company is unable to predict the outcome of this claim
     and,  accordingly,  no  adjustments  have  been  made  in the  consolidated
     financial statements in regard to this matter.


                                       8
<PAGE>

\                      DIRECT INSITE CORP. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (Unaudited)

               FOR THE THREE MONTHS ENDED MARCH 31, 2001 AND 2000



6    Reclassifications

     Certain  reclassifications  have  been made to the  condensed  consolidated
     financial statements shown for the prior period in order to have it conform
     to the current period's classifications.

7    Segment information

     The  Company  and its  subsidiaries  previously  operated  in two  separate
     business segments,  computer software and professional  services.  With the
     sale of Softworks and ComputerCOP  (Note 8) and the completion of its major
     professional  services contract,  commencing in the quarter ended March 31,
     2000, the Company began operating in one business segment.

     Major customer

     For the three  months  ended March 31,  2001 and 2000,  the Company had one
     major  customer  with revenue of $467,000 and $412,000  (90.3% and 78.3% of
     total revenue, respectively).

8    Dispositions

     ComputerCOP Corp.
     ----------------

     During  February 2000, the Company sold  ComputerCOP  Corp., a wholly owned
     subsidiary  with assets  consisting  primarily of $20.5 million dollars and
     the  technology  acquired  pursuant to an Asset Purchase and Sale Agreement
     with Internet  Tracking & Security  Ventures,  LLC ("ITSV") to NetWolves in
     exchange for 1,775,000 shares of NetWolves common stock. Additionally,  the
     Company purchased  225,000 shares from certain  NetWolves  shareholders for
     $4.5 million  dollars.  The sale resulted in a pre-tax gain of  $8,534,000,
     net of $2,572,000 of expenses, recorded in the first quarter of 2000

     At March 31, 2001,  the Company owns 1,875,000  shares of NetWolves  common
     stock  with a  quoted  market  value  $5,625,000  ($3.00  per  share).  The
     unrealized loss as of March 31, 2001 was $31,875,000, of which, $29,737,000
     was  recorded as a charge to  operations  in 2000 and  $2,138,000  has been
     recorded as a charge to "accumulated other comprehensive loss."


     Softworks, Inc.
     --------------

     Prior to June 30,  1998,  Softworks  was a wholly owned  subsidiary  of the
     Company with 14,083,000 shares of common stock  outstanding.  Pursuant to a
     series of transactions including an initial public offering of Softworks in
     August,  1998,  and a second public  offering in June,  1999, the Company's
     ownership in Softworks was reduced to 35%.

     Pursuant to a tender offer the Company sold its  remaining  35% interest in
     Softworks  (a  total  of  6,145,767  shares)  to EMC  Corporation  and  its
     subsidiary  ("EMC")  for  $10.00  per  share.  The  transaction,  which was
     completed  on  January  ,  2000,   provided   aggregate  cash  proceeds  of
     $61,458,000  and  resulted  in a  pre-  tax  gain  of  $47,813,000,  net of
     $3,316,000 of expenses, recorded in the first quarter of 2000.


                                       9
<PAGE>

                      DIRECT INSITE CORP. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (Unaudited)

               FOR THE THREE MONTHS ENDED MARCH 31, 2001 AND 2000



9    Income taxes

     The  Company  accounts  for  income  taxes  under  Statement  of  Financial
     Accounting  Standards No. 109,  "Accounting for Income Taxes" ("SFAS 109").
     SFAS 109 requires the  determination of deferred tax assets and liabilities
     based on the  differences  between the  financial  statement and income tax
     bases of assets and  liabilities,  using  enacted  tax rates.  SFAS  No.109
     requires  that the net  deferred  tax  asset  be  adjusted  by a  valuation
     allowance, if, based on the weight of available evidence, it is more likely
     than not that some portion or all of the net deferred tax asset will not be
     realized.

     As a result of the Company's sale of its remaining interest in Softworks in
     January 2000 and the sale of its  ComputerCOP  technology  in February 2000
     (Note 8), the Company  recognized  a taxable  gain in the first  quarter of
     2000 and utilized all of its then  estimated  available net operating  loss
     carryforwards.  The tax provision for the three months ended March 31, 2000
     was $12,812,000,  which consisted of deferred tax expense of $9,197,000 and
     current tax expense of  $3,615,000.  The  Company's  tax  provision for the
     three  months  ended  March 31,  2001,  consists  of current tax expense of
     $33,000.


10   Earnings per share

     For the three  months  ended March 31,  2001,  outstanding  stock  options,
     warrants and other  potential  stock  issuances have not been considered in
     the  computation of diluted  earnings per share amounts since the effect of
     their inclusion would be antidilutive. For the three months ended March 31,
     2000, the Company's  dilutive  instruments are "in the money" stock options
     with various exercise dates and prices. The Company uses the treasury stock
     method to calculate  the effect that the  conversion  of the stock  options
     would have on earnings per share  ("EPS").  The following  table sets forth
     the computation of basic and diluted EPS:

<TABLE>
<CAPTION>
                                                Three months ended March 31,
                                                ---------------------------
                                                    2001            2000
                                                    ----            ----
                                                    (in thousands, except
                                                       per share data)
<S>                                              <C>              <C>
        Numerator:
          Net income (loss)                      $  (2,051)       $  19,673
                                                 =========        =========
        Denominator:
          Weighted average shares outstanding
          (Denominator for basic EPS)                1,425            1,368
          Effect of dilutive securities
          Stock options                                N/A               45
                                                 ---------        ---------

        Denominator for diluted EPS                  1,425            1,413
                                                 =========        =========

        Basic net income (loss) per share        $   (1.44)       $   14.38
        Diluted net income (loss) per share      $   (1.44)       $   13.92
</TABLE>

                                       10
<PAGE>

                      DIRECT INSITE CORP. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (Unaudited)

               FOR THE THREE MONTHS ENDED MARCH 31, 2001 AND 2000



11   Convertible Debentures

     On  September  27, 2000,  the Company  entered into an agreement to sell an
     aggregate  principal  amount of $3,000,000 of Convertible  Debentures  (the
     "Debentures") bearing interest at a rate of 6% per annum, due September 27,
     2002. The Company sold the full amount of $3,000,000 of Debentures in 2000.

     The Debentures were  convertible  into shares of the Company's common stock
     beginning  February 25, 2001, subject to certain  limitations.  The Company
     had the right, exercisable at any time, to prepay all or any portion of the
     outstanding principal amount of the Debentures for which conversion notices
     had not  previously  been  delivered.  On January  30,  2001,  the  Company
     exercised  its  prepayment  rights and paid the  Holders  $3,700,000,  plus
     accrued interest.

     The Debentures  originally had a minimum  assured  discount of 18% from the
     fair value of the Company's  common stock,  as defined.  In connection with
     that discount,  the Company recorded debt discount of $658,000 upon receipt
     of $3,000,000 in funds and was  amortizing the discount over the period the
     Debentures  were  issued to the date they first  became  convertible.  As a
     result of the prepayment,  the discount,  which was originally  credited to
     additional  paid-in-capital,  was  reversed  in  the  first  quarter  2001,
     resulting  in a loss of  $185,000.  The  Company  recorded  total  interest
     charges of $751,000  ($353,000 in 2000 and $398,000 in 2001,  including the
     $185,000 loss).


12   Investments In Non-Marketable Securities

     In February  2001,  the Company  made an equity  investment  of $500,000 in
     Voyant. Voyant is a privately held company, and accordingly, the investment
     is reflected on the Company's balance sheet as a non- marketable  security,
     which is included in other assets - long term.  The  Company's  Chairman is
     also the Chairman of Voyant.


13   Subsequent Event

     In May, 2001, the Company and Platinum  Communications,  Inc.  ("Platinum")
     completed  a  merger  under  an  Agreement  and  Plan  of  Merger  ("Merger
     Agreement").  Under the  Merger  Agreement,  a newly  formed  wholly  owned
     subsidiary of the Company  acquired all of the outstanding  common stock of
     Platinum.  Platinum  markets  proprietary  back office  software  solutions
     either  as  a  license  or  as  an  Application  Service  Provider  to  the
     telecommunications sector.

     The former  shareholders of Platinum received an aggregate of $50,000,  and
     113,334  shares,  (valued at  $233,000),  of which  46,667  are  subject to
     various performance  provisions,  which if not achieved would result in the
     return of a portion  or all of the  46,667  shares.  In  addition,  two key
     employees of Platinum  have entered into three year  employment  agreements
     with the Company, with an aggregate base compensation of $300,000 per annum
     and options to  purchase an  aggregate  of 20,000  shares of the  Company's
     common stock vesting over three years, with an exercise price of $2.06, the
     fair  market  value on the  date of the  grant.  Further,  as part of their
     employment  agreements,  the two key employees  can,  based upon  achieving
     certain  revenue  thresholds,  earn  up to an  aggregate  of a  maximum  of
     $1,000,000 in employee incentive bonuses.

     The  acquisition  will be  accounted  for as a purchase  and,  accordingly,
     assets and  liabilities  will be fair valued at the date of acquisition and
     the results of operations  will be included in the  consolidated  financial
     statements of the Company,  commencing that date. Management of the Company
     has determined that Platinum is not a significant  subsidiary,  as defined.
     As such, and no financial information is required to be presented.

                                       11
<PAGE>

                      DIRECT INSITE CORP. AND SUBSIDIARIES

                       MANAGEMENT DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

               FOR THE THREE MONTHS ENDED MARCH 31, 2001 AND 2000



Forward looking statements

All statements  other than  statements of historical  fact included in this Form
10-Q including,  without limitation,  statements under, "Management's Discussion
and Analysis of Financial  Condition  and Results of  Operations"  regarding the
Company's financial position,  business strategy and the plans and objectives of
management for future operations, are forward-looking  statements.  When used in
this Form 10-Q, words such as  "anticipate,"  "believe,"  "estimate,"  "expect,"
"intend"  and  similar  expressions,  as  they  relate  to  the  Company  or its
management, identify forward-looking statements. Such forward-looking statements
are based on the  beliefs of  management,  as well as  assumptions  made by, and
information  currently available to, the Company's'  management.  Actual results
could  differ  materially  from  those   contemplated  by  the   forward-looking
statements  as a  result  of  certain  factors  including  but not  limited  to,
fluctuations in future operating results, technological changes or difficulties,
management  of future  growth,  the risk of errors or failures in the  Company's
software products,  dependence on proprietary  technology,  competitive factors,
risks associated with potential  acquisitions,  the ability to recruit personnel
and the dependence on key personnel.  Such statements  reflect the current views
of  management  with respect to future events and are subject to these and other
risks,  uncertainties  and assumptions  relating to the  operations,  results of
operations, growth strategy and liquidity of the Company. All subsequent written
and oral  forward-looking  statements  attributable  to the  Company  or persons
acting  on its  behalf  are  expressly  qualified  in  their  entirety  by  this
paragraph.

Overview

Direct Insite Corp. and  subsidiaries  (the "Company")  operate  primarily as an
Application  Service Provider (generally referred to as an ASP, also referred to
as the Server Farm) providing high volume data processing and analysis tools for
their  customers.  The Company's core technology,  d.b.Express,  is a management
information  tool providing  targeted access through the mining of large volumes
of  transactional  data.  This service  presently is being  marketed  solely for
telecommunications  analysis.  The Server Farm  permits end users the ability to
visually  access and  analyze  information  through  the  Internet.  Data can be
visually presented using the Company's  patented data visualization  technology.
Additionally,  in the fourth  quarter 2000,  the Company  entered into a license
agreement  that will enable it to add to its suite of products and  services,  a
complete  Electronic  Bill  Presentment  and  Payment  ("EBPP"),  as  well as an
Internet Customer Care ("ICC") tool set.

In 2000,  Company began offering a new consulting  service,  "Telecommunications
Solutions" (also marketed under the name Global  Telecommunications  Services or
GTS). The primary  function of the consulting  service is to create cost savings
for its customers through effectively  negotiating their  telecommunications and
network  service  provider  contracts as well as reviewing  both past and future
communication  expenditures to assure compliance.  The Company is combining this
service  with its Server  Farm to create a unique,  powerful  detailed  customer
profile. This new, enhanced profile will allow customers to efficiently optimize
all telecommunications  contract compliance,  establish traffic metrics, monitor
invoice  accuracy and rate compliance as well as support  complex  invoicing and
reporting  requirements,  exception reporting and electronic invoicing,  all via
the Internet.  This new service continues to meet resistance in the marketplace.
To date, revenue from this service has been insignificant.

In the first quarter of 2000, the Company's Board of Directors  approved and the
Company  announced a  restructuring  plan that it believes will  streamline  the
Company's  operations and reduce overhead.  As a result,  the Company recorded a
non-recurring restructuring charge of $15,176,000 in the year 2000.

In February 2000 the Company sold its subsidiary, ComputerCOP Corp. to NetWolves
for 1,775,000 shares of NetWolves common stock.

The most significant  portion of the Company's  operations had historically been
conducted through one of its subsidiaries,  Softworks.  Through  Softworks,  the
Company developed,  marketed and supported systems management  software products
for corporate mainframe data centers.  Softworks was wholly owned by the Company
through June 29, 1998, and majority owned through March 31, 1999. On January 27,
2000, the Company sold its remaining interest to EMC Corporation.

                                       13
<PAGE>

                      DIRECT INSITE CORP. AND SUBSIDIARIES

                       MANAGEMENT DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

               FOR THE THREE MONTHS ENDED MARCH 31, 2001 AND 2000



Results of operations

During the first three months of 2001 and 2000, the Company's  primary source of
revenue  was  generated  from the Server  Farm.  At  present,  the  Server  Farm
technology has been developed to provide services solely for  telecommunications
analysis.  Presently  the  Company is  providing  data  analysis  and  reporting
services   for   International    Business   Machines    Corporation's   ("IBM")
telecommunications  customers.  IBM is currently the Company's  largest customer
with  revenue of $467,000 and $412,000 for the three months ended March 31, 2001
and  2000,  respectively.  As part of an  expanded  agreement,  the  Company  is
scheduled  to provide  outsourcing  services  to assist IBM with  certain  tasks
related to EBPP.  The  Company  will  supply  processing  services,  application
development,  consulting and  integration /  implementation  services to support
electronic  invoice  presentation  on  behalf of IBM.  As part of this  expanded
agreement,  the Company is currently in the process of  establishing a redundant
facility  within an IBM  co-location  center.  The purpose of which is to ensure
virtual zero down time. Additionally, the Company is presently determining costs
and  other  barriers  to  possibly  enter and  attract  new  specific  markets /
applications.

Server Farm revenue  increased  $37,000,  or 8%, to $517,000  from $480,000 when
comparing  the three months ended March 31, 2001 to March 31, 2000.  Included in
of revenue for the three month period ended March 31, 2000,  is $46,000  related
to  ComputerCOP,  which was sold during the first quarter of 2000. (See Note 8).
For the three month period ended March 31, 2001, total revenue  decreased $9,000
when compared to the same time period in 2000.

For the three  months  ended  March 31,  2001,  the cost of  revenue  was solely
attributable  to the Server  Farm.  It  consisted  primarily of the direct labor
associated with processing call detail records,  Internet connectivity costs and
various overhead  allocations of rent,  utilities and telephones.  For the three
months ended March 31, 2000, in addition to Server Farm costs,  the Company also
incurred  cost of revenue of $11,000  relating  to  ComputerCOP.  While  revenue
related to the Server  Farm for the  three-month  period  ended  March 31,  2001
increased  $37,000 when compared to the three months ended March 31, 2000, costs
as a percentage of revenue  decreased to 11.4 % from 16.3%. The Company believes
that the cost of revenue associated with the Server Farm revenue is not directly
proportional.  As such, as revenue increases, costs, as a percentage of revenue,
should  decrease.  The depreciation of the Server Farm's hardware is included in
"Amortization and depreciation."

Overall,  when comparing the three-month  periods ended March 31, 2001 and March
31,  2000,  the  Company  reduced  its  research  and  development  expenses  by
$2,431,000.  Research and development expenses consist primarily of salaries and
related costs (benefits,  travel,  training) for developers,  sales  application
engineers,  quality control / quality assurance and documentation  personnel. It
also includes,  consultants as well as applicable overhead  allocations.  During
the three months ended March 31, 2000 it also included costs associated with the
development of the multi-media  display station.  Pursuant to the  restructuring
plan put in place  during  March 2000,  the Company  ceased  development  of the
multi-media display station. As a result, there are no expenses  attributable to
this  project in the first  quarter of 2001,  thereby  creating a  reduction  of
$1,793,000  when compared the three months ended March 31, 2000. With respect to
the Server  Farm,  the  Company  continues  to upgrade  improve  and enhance the
underlying  technology  associated with this offering.  Further,  it anticipates
releasing a new version of the  d.b.Express?  technology  in 2001.  It should be
noted that when comparing the three-month periods ended March 31, 2001 and 2000,
the  Company  reduced its  development  costs  associated  to the Server Farm by
$638,000.

                                       14
<PAGE>

                      DIRECT INSITE CORP. AND SUBSIDIARIES

                       MANAGEMENT DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

               FOR THE THREE MONTHS ENDED MARCH 31, 2001 AND 2000


Sales  and  marketing  expenses   decreased   $2,931,000  to  $505,000  for  the
three-month  period ended March 31, 2001,  when compared to  $3,436,000  for the
three month period ended March 31, 2000.  Sales and marketing  expenses  include
salaries and related  costs,  commissions,  travel,  facilities,  communications
costs and promotional  expenses for the Company's direct sales  organization and
marketing  staff.  Major  factors  for this  decrease  was again a result of the
restructure plan, which included  $1,126,000  related to consultants'  fees, and
$796,000  as a result  of  reduced  staffing  levels.  An  approximate  $103,000
reduction  was the  result  of  decreased  advertising  and  promotional  costs.
Additional  reductions  of  approximately  $210,000  were a  result  of the sale
ComputerCOP  in the  first  quarter  2000.  Further,  there was a  reduction  of
expenses  of  $597,000  as a result of a  contractual  arrangement  wherein  the
Company no longer is  responsible  for the  marketing  efforts  relating  to the
multi-media display station. These reductions were offset by $81,000 of expenses
attributable to the Company's new consulting service.

General  and  administrative   expenses  include  administrative  and  executive
salaries and related benefits,  legal, accounting and other professional fees as
well as general corporate  overhead.  Expenses decreased  $2,340,000 to $830,000
for  the  three-month  period  ended  March  31,  2001,  when  compared  to  the
three-month  period ended March 31, 2000.  Major  factors  contributing  to this
decrease include,  among other things,  staff reductions  ($1,253,000),  reduced
legal  expenses  ($489,000)  and the  reduction  in the  retention  of financial
consultants ($306,000).

Management  believes the costs saving  measures it had put in place during 2000,
in addition to the effects of the 2000  restructuring  plan,  should,  for other
than expenses that vary with sales volume, continue for the foreseeable future.

Amortization  and  depreciation  expenses  increased  $29,000 when comparing the
three-month  period  ended March 31, 2001 and March 31,  2000.  The  increase is
primarily attributable to the purchase of property and equipment acquired during
the first quarter of 2001.

Gain on sale of Softworks of $47,813,000 during the quarter ended March 31, 2000
represents  the gain  associated  with a tender  offering  for the  purchase  of
Softworks common stock made by EMC  Corporation,  which was completed on January
27, 2000. See Note 8.

Gain on sale of  ComputerCOP  assets  held for  sale of  $8,534,000  during  the
quarter ended March 31, 2000  represents the gain  associated  with an agreement
dated February 10, 2000 for the sale of the ComputerCOP  subsidiary to NetWolves
Corporation. See Note 8.

The  Company's  tax  provision  for the three  months  ended  March 31, 2001 was
$33,000.  As a  result  of the  Company's  sale  of its  remaining  interest  in
Softworks in January 2000 and the sale of its ComputerCOP technology in February
2000,  the Company  recognized a taxable  gain in the first  quarter of 2000 and
utilized all of its then estimated  available net operating loss  carryforwards.
The tax  provision  for the three months  ended March 31, 2000 was  $12,812,000,
which consisted of deferred tax expense of $9,197,000 and current tax expense of
$3,615,000.


                                       15
<PAGE>

                      DIRECT INSITE CORP. AND SUBSIDIARIES

                       MANAGEMENT DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

               FOR THE THREE MONTHS ENDED MARCH 31, 2001 AND 2000



Financial Condition and Liquidity

For the three-month  period ended March 31, 2001, the Company continued to incur
operating  losses.  The Company  used  substantial  amounts of cash in operating
activities during the three months ended March 31, 2001. However, as a result of
the cost saving  measures  implemented  as part of the  restructure  plan put in
effect in March,  2000,  the  Company  has seen  substantial  reductions  in its
operating  costs and use of funds when  compared to prior  periods.  The Company
continues  to  finance  its  operations  from  cash  generated  from the sale of
Softworks.

In late December 2000, the Company received $10,000,000, which was being held in
escrow by EMC Corp as a condition to the sale in January, 2000 of the Company's
shares of Softworks.

As  discussed  in Note 11, the  Company,  during the  period  September  through
December 2000, sold $3,000,000 of 6% Convertible  Debentures,  which was settled
with a payment of $3,751,000 in January, 2001.

As discussed  previously,  in the first quarter of 2000, the Company's  Board of
Directors  approved  and the  Company  implemented  a  restructuring  plan  that
streamlined the Company's operations and overhead structure. (See Note 3)

As detailed in the Condensed  Consolidated  Statement of Cash Flows,  during the
three month period  ended March 31, 2001,  the Company  utilized  $3,727,000  in
operating  activities,  which  includes,  among  other  items,  a  net  loss  of
$2,051,000,  $1,181,000 paid toward the  restructuring  and income taxes paid of
$816,000,

During the three months ended March 31, 2001,  the Company,  as a condition to a
recently  expanded  service  agreement  with its major  customer,  commenced the
establishment  of a co-location  facility by  purchasing  $350,000 of additional
data  processing  and Internet  connectivity  equipment.  In February  2001, the
Company made an equity investment of $500,000 in Voyant Corp.  ("Voyant").  (See
Note 12)

The Company's cash balance as of May 4, 2001, is approximately $1,944,000.

Management's current short-term plan is primarily focused on achieving operating
profit by successfully  marketing innovative software products and services that
capitalize on the Company's  patented  technologies.  To achieve its goals,  the
Company  restructured its operations in March, 2000, which reduced its operating
expenses, while continuing to market the Server Farm. Additionally,  the Company
is continuing to market its new consulting  service.  The Company is continually
reviewing its long-term  business  strategy.

                                       16
<PAGE>


As discussed in Note 13 to these Condensed  Consolidated  Financial  Statements,
the Company recently completed the acquisition of Platinum Communications, Inc.,
a  provider  of   business-to-business   infrastructure  software  for  customer
management,  billing and  operations for  telecommunications,  Internet and next
generation  communications  service  providers.  Platinum's  products provide an
integrated  solution  based on a singular  database  strategy  serving all order
entry,  workflow management,  provisioning,  rating and billing requirements for
communications  service  providers.  The acquisition  should provide the Company
with  complementary  technology for dbExpress-TM,  the existing high volume data
visualization,  analysis  and EBP&P  toolset  currently  being  marketed  to the
telecommunications industry. The Company believes this acquisition will allow it
to  capitalize  on  the  growing  trend  for  outsource   services   within  the
communications  sector.  Further,  the acquisition broadens the product offering
and completes the foundation of our current market strategy, that is to focus on
the  telecommunications  market  and  expand  our  product / service  offerings,
specifically  aimed at becoming a leading  full  service  provider  for all back
office system functionality.  Lastly, the Company intends to market its existing
visual data  analysis  and EBP&P  product  offerings to  Platinum's  established
clients, as well as through their distribution channels.

Management  believes that its plan will ultimately enable the Company to achieve
positive cash flows from operations.  Until such time, the Company believes that
its present cash on hand and the  liquidation  of a portion of its investment in
Netwolves should provide adequate funding through at least December 31,2001.

The  Company  is deemed to be an  Affiliate  of  NetWolves.  As such,  there are
certain  restrictions  pursuant to  regulations  of the  Securities and Exchange
Commission that limit the amount of shares that the Company may sell in the open
market in a 90-day period. Should the Company be required to liquidate shares in
excess of the  permitted  quantities,  the Company may need to sell a portion of
its investment in private transactions. Private transactions would likely result
in sales at a discount to the quoted market price. At March 31, 2001, the quoted
market value of the 1,875,000  shares of NetWolves  common stock was  $5,625,000
($3.000 per share).  On May 14, 2001,  the quoted  market value of the NetWolves
common stock was $5,418,750 ($2.89 per share).

                                       17
<PAGE>

                      DIRECT INSITE CORP. AND SUBSIDIARIES

                       MANAGEMENT DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

               FOR THE THREE MONTHS ENDED MARCH 31, 2001 AND 2000





NetWolves is an innovator of firewall,  security and all-in-one  internet access
device  systems,  which is a trend in the internet  industry due to the enhanced
functuality  offered to end users.  Their primary  product is marketed under the
trade name, FoxBox. In addition to the FoxBox  appliances,  NetWolves has patent
pending "Mother System"  technology that offers  worldwide  twenty-four  hours a
day,  seven  days a week,  real-time  monitoring  and  management  of a complete
network from one or many locations.

In April 2000,  the  Company  entered  into a  contractual  arrangement  with an
unrelated  third party,  whereby the Company  transferred  all of its in-process
research and development  technology related to the multi-media  display station
for the rights to 50% of the future profits (as defined), if any, from the third
party's operation or sale of this technology.  The third party agreed to utilize
its contacts in the industry and also agreed to fund all future costs associated
with the continued  development and marketing of the display station.  There can
be no  assurances  that the  Company  will  recognize  any  proceeds  from  this
transaction.






                                       18
<PAGE>

                      DIRECT INSITE CORP. AND SUBSIDIARIES

                          PART II - OTHER INFORMATION

               FOR THE THREE MONTHS ENDED MARCH 31, 2001 AND 2000




Item 1. Legal Proceedings
        See Note 5 to the Financial Statements.

Item 2. Changes in Securities
        Not applicable.

Item 3. Defaults Upon Senior Securities
        Not applicable.

Item 4. Submission of Matters to a Vote of Security Holders

     A  Special  Shareholders  Meeting  was  held on May 4,  2001 to  approve  a
     proposal to grant the Board of Directors authority to amend the Certificate
     of Incorporation to authorize a one-for-fifteen  reverse stock split of the
     common stock.

     The results of the vote are:

        For - 18,349,923;      Against - 2,165,245;        Abstain - 89,636


Item 5. Other Information
        Not applicable.

Item 6. Exhibits and Reports on Form 8-K.

        Exhibits
        --------

        10.1   Agreement  and Plan of  Merger  dated  as of May 10,  2001 by and
               among Platinum  Acquisition Corp.,  Direct Insite Corp,  Platinum
               Communications, Inc., Kevin Ford and Ken Tanoury.

        10.2   Employment  Agreement  dated as of May 10, 2001 between  Platinum
               Acquisition Corp. and Kevin Ford.

        10.3   Employment Agreement dated as of May 10, 2001 between Platinum
               Acquisition Corp. and Ken Tanoury.


                                      19

<PAGE>



                                   SIGNATURES


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned, thereunto duly authorized.


DIRECT INSITE CORP.



/s/ James Cannavino
--------------------------
James Cannavino                    Chairman and Director        May 14, 2001



/s/ George Aronson
--------------------------
George Aronson                     Chief Financial Officer      May 14, 2001



                                       20