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

                                    FORM 10-Q

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

                    For the Quarter ended September 30, 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 number 1-11568


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


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


                          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 Common Stock, $.0001 par
value, as of November 9,, 2001 was 22,488,821.


<PAGE>



                      TEKINSIGHT.COM, INC. AND SUBSIDIARIES

                                      INDEX


PART I - FINANCIAL INFORMATION                                             Page
                                                                          Number
Item 1 - Consolidated Financial Statements

     Consolidated Balance Sheets - September 30, 2001                         3
         and June 30, 2001

     Consolidated Statements of Operations and Comprehensive Loss -           4
         For the three months ended
            September 30, 2001 and 2000

     Consolidated Statements of Cash Flows - For the                          5
         three months ended September 30, 2001 and 2000

     Notes to Consolidated Financial Statements                          6 - 10

Item 2 - Management's Discussion and Analysis of Financial              11 - 13
     Condition and Results of Operations

PART II - OTHER INFORMATION                                             13 - 15

Item 2. Changes in Securities and Use of Proceeds
Item 6. Exhibits and reports on Form 8-K
        --------------------------------
SIGNATURE                                                                    16



                                       2
<PAGE>


                      TEKINSIGHT.COM, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                        (in thousands, except share data)

<TABLE>
<CAPTION>
                                                                                 September 30,     June 30,
                                           ASSETS                                      2001           2001
                                           ------                                      ----           ----
CURRENT ASSETS:                                                                     Unaudited
<S>                                   <C>        <C>                            <C>                <C>
   Cash (includes restricted cash of  $1,011 and $804)                          $         1,102    $     1,309
   Accounts receivable, net of allowance for doubtful accounts of                         7,296          6,835
   $173 and $205
   Inventories                                                                              723          1,617
   Prepaid expenses and other assets                                                        495            424
   Note receivable                                                                        1,500          1,500
   Other receivables                                                                        865            870
                                                                                   -------------   ------------
                       TOTAL CURRENT ASSETS                                              11,981         12,555

INVESTMENTS - Marketable Securities                                                         790            846

PROPERTY AND EQUIPMENT, net of accumulated depreciation of $2,117 and $2,056                639            669

GOODWILL, net of accumulated amortization of $398                                         8,466          8,466

CAPITALIZED SOFTWARE COSTS, net of accumulated depreciation of $1,229                       860            914
   and $1,175

ACQUIRED CUSTOMER LIST, net of accumulated amortization of $1,374                         9,073          9,459
   and $1,351

PURCHASED SOFTWARE, net of accumulated depreciation of $195 and $152                        495            538

INVESTMENT IN COMPANY                                                                       249            356

DEPOSITS AND OTHER ASSETS                                                                   171            194
                                                                                   -------------   ------------
                                                                                $        32,724    $    33,997
                                                                                   =============   ============
                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
   Accounts payable                                                             $         8,300          8,821
   Line of credit                                                                         3,234          2,503
   Accrued expenses                                                                       2,531          3,163
   Deferred maintenance revenue                                                           1,535          1,261
   Audit assessment                                                                       1,809          1,792
   Subscriptions for short term notes payable                                               307              -
                                                                                   -------------   ------------
                       TOTAL CURRENT LIABILITIES                                         17,716         17,540
                                                                                   -------------   ------------
COMMITMENTS AND CONTINGENCIES

MINORITY INTEREST IN SUBSIDIARY                                                               -            222
                                                                                   -------------   ------------
STOCKHOLDERS' EQUITY:
   Preferred stock, $.0001 par value, 10,000,000 shares authorized
   and 1,675,938 and 2,189,800 shares issued and outstanding as of
   September 30, 2001 and June 30, 2001, respectively                                         1              1
   Common stock, $.0001 par value, 100,000,000 shares authorized
   and 22,378,082 shares and 19,470,346 shares issued and
   outstanding as of September 30, 2001 and June 30, 2001,                                    2              2
   respectively
   Additional paid-in capital                                                            40,542         40,060
   Unrealized loss on securities                                                         (1,010)          (954)
   Accumulated deficit                                                                  (24,527)       (22,874)
                                                                                   -------------   ------------
                       TOTAL STOCKHOLDERS' EQUITY                                        14,738         16,235
                                                                                   -------------   ------------
                       TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY               $        32,724         33,997
                                                                                   =============   ============
</TABLE>
                 See notes to consolidated financial statements

                                       -3-
<PAGE>


                      TEKINSIGHT.COM, INC. AND SUBSIDIARIES
          CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
                                   (Unaudited)
                        (in thousands, except share data)


                                                  For the three months ended
                                                  --------------------------
                                                 September 30,    September 30,
                                                     2001             2000
                                                     ----             ----
REVENUES
      Product revenues                          $     6,497   $        4,384
      Service revenues                                5,088            3,763
                                                 -------------     ------------
       TOTAL REVENUES                                11,585            8,147
                                                 -------------     ------------
COST OF REVENUES
     Cost of products                                 5,296            3,577
     Cost of services                                 3,853            2,718
                                                 -------------     ------------
      TOTAL COST OF REVENUES                          9,149            6,295
                                                 -------------     ------------
GROSS PROFIT                                          2,436            1,852
                                                 -------------     ------------
OPERATING EXPENSES:
      Selling costs                                   1,964            1,654
      General and administrative expenses               918            1,097
      Research and development                          340              833
      Depreciation and amortization                     543              414
                                                 -------------     ------------
      TOTAL OPERATING EXPENSES                        3,765            3,998
                                                 -------------     ------------
 LOSS FROM OPERATIONS                                (1,329)          (2,146)
                                                 -------------     ------------
OTHER INCOME (EXPENSES)
Equity interest in loss of investee                    (107)                -
Interest expense                                       (186)             (88)
Interest income                                          12               39
                                                 -------------     ------------
      TOTAL OTHER EXPENSE                              (281)             (49)
                                                 -------------     ------------
LOSS FROM CONTINUING OPERATIONS BEFORE
   INCOME TAXES                                      (1,610)          (2,195)
INCOME TAX                                               43                -
                                                 -------------     ------------

LOSS FROM CONTINUING OPERATIONS                      (1,653)          (2,195)
                                                 -------------     ------------
DISCONTINUED OPERATIONS
  Gain from discontinued operations, net of applicable
        income taxes of $149 in 2000                      -               68
                                                -------------     ------------
TOTAL INCOME FROM DISCONTINUED OPERATIONS                 -               68
                                                -------------     ------------
NET LOSS                                        $    (1,653)   $      (2,127)
                                                =============     ============
NET LOSS PER SHARE - basic and diluted:
  Continuing                                    $     (0.08)   $       (0.13)
  Discontinued                                                            -
                                                -------------     ------------
NET LOSS PER SHARE - basic and diluted          $     (0.08)   $       (0.13)
                                                =============     ============
WEIGHTED AVERAGE NUMBER OF SHARES USED IN
  COMPUTATION                                    20,924,214       16,295,030
                                                =============     ============
NET  LOSS                                       $    (1,653)   $      (2,127)

OTHER COMPREHENSIVE LOSS, NET OF TAX
  Unrealized loss  on available-for-sale securities     (56)            (670)
                                               -------------     ------------
COMPREHENSIVE LOSS                             $     (1,709)   $      (2,797)
                                               =============     ============

                 See notes to consolidated financial statements


                                      -4-
<PAGE>



                      TEKINSIGHT.COM, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                                 (in thousands)

<TABLE>
<CAPTION>


                                                                                            Three months ended
                                                                                            ------------------
                                                                                         September 30,    September 30,
                                                                                            2001           2000
                                                                                            ----           ----
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                                   <C>              <C>
     Net loss                                                                         $      (1,653)   $    (2,127)
                                                                                         -----------     ---------
        Adjustments to reconcile net loss to net cash used in operating activities:
        Depreciation and amortization                                                           489            357
        Amortization of capitalized software costs                                               54             57
        Loss from minority interest in subsidiary                                               107              -

     Changes in operating assets and liabilities:
        Increase in accounts receivable                                                        (461)        (3,056)
        Decrease in inventory                                                                   894              -
        Additions to capitalized software costs                                                   -            (24)
        Decrease (Increase) in prepaid expenses and other current assets                        (66)            28
        Decrease in deposits and other assets                                                    23            130
        Increase (Decrease) in accounts payable                                                (521)           825
        Increase in deferred maintenance                                                        274             56
        Increase in state audit assessment                                                       17             18
        (Decrease) Increase in accrued expenses                                                (372)           171
                                                                                         -----------     ---------
             Total adjustments                                                                 (212)        (1,438)
                                                                                         -----------     ---------
           NET CASH USED IN OPERATING ACTIVITIES                                             (1,215)        (3,565)
                                                                                         -----------     ---------

CASH FLOWS FROM INVESTING ACTIVITIES:
     Cash received from purchase of subsidiary                                                    -          1,313
     Cash disbursements for the purchase of securities                                            -            (30)
     Capital expenditures                                                                      (30)           (270)
                                                                                         -----------     ---------
        NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES                                    (30)          1,013
                                                                                         -----------     ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
     Net (repayments) borrowings under bank line of credit                                      731          1,116
     Issuance of short-term convertible securities                                              307
     Issuance of subsidiary securities, net of expenses                                           -          2,550
                                                                                         -----------     ---------
        NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES                                   1,038          3,666
                                                                                         -----------     ---------
NET (DECREASE) INCREASE IN CASH                                                               (207)          1,114

CASH AT BEGINNING OF YEAR                                                                     1,309          3,961
                                                                                         -----------     ---------
CASH AT END OF PERIOD                                                                 $       1,102   $      5,075
                                                                                         ===========     =========

</TABLE>
                 See notes to consolidated financial statements

                                      -5-

<PAGE>



                       TEKINSIGHT.COM, INC. & SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 2001
                                   (UNAUDITED)


1.       Basis of Presentation

The accompanying  unaudited consolidated financial statements of TekInsight.com,
Inc. and  Subsidiaries  ("the  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.

2.       Significant Accounting Policies

In July 2001 the  Financial  Accounting  Standards  Board  issued  Statement  of
Financial Accounting Standards (SFAS) No. 141, "Business Combinations," and SFAS
No.  142,  "Goodwill  and  Other  Intangible  Assets."  These  standards  become
effective  for fiscal years  beginning  after  December 15, 2001,  however,  the
Company has elected early  adoption of the standards for its current fiscal year
ended June 30, 2002.  Under SFAS 142, the Company has  discontinued the periodic
amortization  of goodwill  effective  July 1, 2001.  The  Company  will test any
remaining  goodwill  for possible  impairment  within six months of adopting the
Statement,  and  periodically  thereafter,  based on new valuation  criteria set
forth in the Statement.

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.

3.       Restricted Cash


                                      -6-
<PAGE>

At September  30, 2001,  cash of  $1,011,000  was  received in  connection  with
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.

4.       Credit Facility

The Foothill  Agreement  provides  for a revolving  line of credit not to exceed
$15,000,000.  The available  line of credit at September 30, 2001,  according to
the collateral  formula,  was  approximately  $5,124,000 of which $3,234,000 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 (7% at  September  30, 2001) and have a
term extending to March 31, 2002.

In connection with the Foothill  Agreement,  TekInsight  Services is required to
maintain  certain  financial  ratios.  Pursuant to the March 30, 2001 amendment,
TekInsight  Services was not in compliance with one of the covenants required by
Foothill as of  September  30,  2001.  The  Company  has  received a waiver from
Foothill for the non- compliance.

5.       Marketable Securities

Marketable  securities  have been classified as available for sale securities at
September 30, 2001 and, accordingly,  the unrealized loss resulting from valuing
such  securities  at market value is  reflected as a component of  stockholders'
equity. At September 30, 2001, the unrealized loss on securities was $1,010,000.

6.       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  shall  collect  accounts  receivable  on behalf of the
Exodus  subsidiary on a collection fee basis. The second agreement  provides 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.

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  $469,000 in accrued  interest,  or  $1,809,000  in total as of
September 30, 2001.

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.

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.


                                      -7-
<PAGE>

In September 2001, the Company was named as a defendant in a complaint of breach
of lease in Michigan, Wayne County Circuit Court, for approximately $40,000. The
Company is reviewing the matter with counsel and preparing to file a response.

7.       Short-Term Notes Payable

As part of an offering of up to $1,757,000  principal of convertible  notes, the
Company  received  subscriptions  in the aggregate amount of $307,000 during the
quarter  ended  September  30, 2001,  for  short-term  notes  payable  issued on
November 1, 2001.  Such notes bear interest at 12% per annum during a term of 90
days. If the Company  completes an equity  financing of over $10 million  during
the term of the notes,  outstanding  principal and accrued interest of the notes
shall become  convertible into the Company's common stock at a price that is the
lower of (i) $1.75 per share, or (ii) a price that is equivalent to the terms of
the financing. At the due date, if the notes have not been previously converted,
at the  election of the  investors,  either (1) the  outstanding  principal  and
accrued interest of the notes shall be converted into the Company's common stock
at a price of $1.50 per share, or (2) the Company shall make a cash repayment of
outstanding principal and accrued interest to the investors.  In connection with
the  acquisition  of these  notes,  the  investors  receive a warrant to acquire
one-third of a share of common stock for each dollar of note principal,  bearing
an exercise price of $1.50 per share and being  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 will issue warrants to purchase 33
shares of the Company's 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.  Subsequent to September 30, 2001, the Company
received subscriptions for an additional $1,450,000.

8.       Stockholders' Equity

On August 14, 2001, the Company's  preferred stock became  convertible  into the
Company's  common stock, at a rate of 2.5 common shares for each preferred share
tendered.  As of September 30, 2001,  513,862 of such shares were converted into
1,284,655  shares of Common Stock,  with a remainder of 1,675,938 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  common stock.  Such  preferred  stock shares were issued in September
2000 for an equity investment of $3,000,000.



                                      -8-
<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,   the  Company's  ability  to
successfully  consummate the proposed merger with DynCorp Management  Resources,
Inc. and following such closing to successfully integrate the operations of both
companies.  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  September  30, 2001 (the "2001 Three Month  Period") as
compared to the three  months ended  September  30, 2000 (the " 2000 Three Month
Period").

     Revenues  for the  2001  Three  Month  Period  increased  to  approximately
$11,585,000 from  approximately  $8,147,000 for the 2000 Three Month Period. The
increase is primarily due to the August 14, 2000 merger with Data Systems, which
contributed  revenues  from the merged  business for the entire 2001 Three Month
Period,  as compared to the  contribution  of revenues for only part of the 2000
Three Month Period  resulting from the mid-quarter  merger closing date.  The
revenue mix from product sales and services was 56% and 44%,  respectively,  for
the 2001 Three Month Period, as compared to 54% and 46%,  respectively,  for the
2000 Three Month Period.

     Cost of revenues for the 2001 Three Month Period increased to approximately
$9,149,000 from  approximately  $6,295,000 for the 2000 Three Month Period.  The
gross  margin  percentage  decreased to 21% for the 2001 Three Month Period from
23% for the 2000 Three Month  Period.  _ This  decrease was  primarily  due to a
decrease in technical staff utilization  related to several contracts during the
2001 Three Month Period.  For the 2001 Three Month Period, the gross margin from
product  sales was 18% of such sales and the gross margin from service  revenues
was 24% of such sales,  as compared to 18% and 28%,  respectively,  for the 2000
Three Month Period.

     Selling,  general  and  administrative  expenses  for the 2001 Three  Month
Period increased to approximately  $2,882,000 from approximately  $2,751,000 for
the 2000 Three Month  Period.  The increase is  primarily  due to the August 14,
2000 merger with Data Systems, which includes costs from the merged business for
the entire 2001 Three Month  Period,  as compared to such costs for only part of
the 2000 Three Month Period resulting from the mid-quarter merger closing date.

     Research and development  expense for the 2001 Three Month Period decreased
to approximately  $340,000 from approximately  $833,000 for the 2000 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.
Depreciation and amortization  expense for the 2001 Three Month Period increased
to approximately  $543,000 from approximately  $414,000 for the 2000 Three Month

                                      -9-
<PAGE>

Period.  This  increase  was due to the assets  acquired  in the August 14, 2000
merger with Data Systems,  which resulted in increased  amortization  expense on
intangible assets.

     Interest income for the 2001 Three Month Period  decreased to approximately
$12,000  from  approximately  $39,000  for the 2000  Three  Month  Period.  This
decrease  is  attributable  to  decreased  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 2001 Three Month Period was approximately  $186,000,  as compared to $88,000
during the 2000  Three  Month  Period.  This  expense  is a result of  increased
borrowings under the credit line facility.

     The reduction in net loss to $1,653,000 for the 2001 Three Month Period, as
compared to a loss of $2,195,000  for the 2000 Three Month Period,  is primarily
due to higher  sales and  margin  contributions  toward  the fixed  costs of the
Company.

Liquidity and Capital Resources

     As of September  30, 2001 the Company had a working  capital  deficiency of
approximately $5,735,000, compared to a working capital deficiency of $4,985,000
at June 30, 2001. This decrease in working capital is primarily due to losses of
$1,653,000 during the 2001 Three Month Period

     During the 2001 Three  Month  Period,  the  Company  received  subscription
payments of  $307,000  in  exchange  for  short-term  notes  payable,  issued on
November 1, 2001, due in ninety days. In connection  with the placement of these
notes,  the  Company  paid to a  director  a fee of 10% in cash.  Subsequent  to
September 30, 2001, the Company accepted an additional $1,450,000 for such notes
payable.

     The existing credit facility with Foothill Capital Corporation ("Foothill")
provides for a revolving line of credit not to exceed $15,000,000. The available
line of credit at September 30, 2001,  according to the collateral formula,  was
approximately $5,124,000, of which $3,234,000 was outstanding.

     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  $469,000 in accrued  interest,  or  $1,809,000  in total as of
September 30, 2001.

     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.

     The Company is proceeding with its planned merger with DMR and,  subject to
shareholder  approval,  anticipates that the merger will be completed during the
fiscal  quarter  ended  December 31, 2001. In  connection  with the merger,  the
Company is  planning  an offering  of equity  securities  to provide  additional
working capital for the combined company. The Company also plans to gain working
capital from the increased availability under its line of credit, resulting from
the acquisition of the accounts receivable of DynCorp Management Resources,  and
from income generated as a result of its current operation and proposed purchase
from Exodus  Communications of the business of an Exodus subsidiary.  Should the
Company be unable to complete  the merger with DMR,  along with the planned sale
of equity securities, additional funding sources would need to be secured during
the current  fiscal year. The Company feels that such  additional  sources would
become  available,  however,  there is no assurance that such financing would be
available on acceptable terms to the Company.


                                      -10-
<PAGE>

     The  Company  plans to expand the scope of its  product  offerings,  and to
extend  its  geographic  presence,  by  pursuing  acquisition   candidates  with
complementary  technologies,  services and products. Should the Company commence
such  acquisitions,  it would finance the transactions  with its working capital
and the sale of equity or other securities.  The Company would attempt to secure
additional   funding,   including  equity  financing  where   appropriate,   for
acquisitions  and internal  expansion of operations and to support future losses
from operations.  Based on current plans,  including the anticipated  successful
completion of its merger with DMR, the Company  believes it has sufficient  cash
resources,  access to additional financing and liquidity to meet its anticipated
short-term and long-term capital needs.

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 $1,757,000  principal of  convertible  notes,  which was made
pursuant to and exempt from  registration  under the  Securities Act of 1933, as
amended, pursuant to Section 4(2) thereof, the Company received subscriptions in
the aggregate  amount of $307,000  during the quarter ended  September 30, 2001,
for short-term  notes  payable.  Such notes were issued on November 1, 2001, and
bear  interest  at 12% per  annum  during  a term  of 90  days.  If the  Company
completes an equity  financing of over $10 million during the term of the notes,
outstanding principal and accrued interest of the notes shall become convertible
into the  Company's  common  stock at a price that is the lower of (i) $1.75 per
share, or (ii) a price that is equivalent to the terms of the financing.  At the
due date, if the notes have not been  previously  converted,  at the election of
the  investors,  either the  outstanding  principal and accrued  interest of the
notes shall be converted into the Company's common stock at a price of $1.50 per
share,  or the Company shall make a cash repayment of outstanding  principal and
accrued  interest to the investors.  In connection with the acquisition of these
notes, the investors receive a warrant to acquire one-third of a share of common
stock for each dollar of note principal,  bearing an exercise price of $1.50 per
share and being  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 will issue warrants to purchase 33 shares of the Company's 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.
Subsequent  to September 30, 2001,  the Company  accepted  subscriptions  for an
additional $1,450,000.



Item 6 - Exhibits and reports on Form 8-K


         None




                                      -11-

<PAGE>



                                    SIGNATURE


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


                                                     TEKINSIGHT.COM, INC.



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

                                                     Date: November 9, 2001