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

                                   FORM 10-Q/A


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

                     For the Quarter ended December 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 number 1-11568


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


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


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

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

     Check whether the Registrant (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months, and (2) has been subject to such filings requirements for
the past 90 days. Yes X No ___

     The number of shares outstanding of the issuer's Class A Common Stock,
$.0001 par value, as of February 1, 2002 was 22,536,683.


<PAGE>
                                INTRODUCTORY NOTE


         This Amendment to the Registrant's Quarterly Report on Form 10-Q, as
filed by the Registrant on February 19, 2002, is being filed to amend the
Consolidated Statements of Cash Flows and the Comprehensive Loss on the
Consolidated Statements of Operations and Comprehensive Loss statement. The
amendment reflects a correction to the amount of proceeds received from the sale
of marketable securities during the period, and the recording of the reversal in
unrealized loss related to such sales of securities. The Consolidated Cash Flows
statement is also amended to reflect the non-cash adjustments for amortization
of deferred finance costs and the debt discount on short-term notes.
Additionally, footnote 5, Credit Facility, has been amended to reflect the
receipt of the waiver of non-compliance with the covenant and failure to obtain
the additional capital investment, in connection with the credit facility. The
remainder of the document remains as previously filed.


                                       2
<PAGE>

                          DYNTEK, INC. AND SUBSIDIARIES

                                      INDEX


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

     Consolidated Balance Sheets - December 31, 2001                          3
         and June 30, 2001

     Consolidated Statements of Operations and Comprehensive Loss
        - For the three months and six
            months ended December 31, 2001 and 2000                           4

     Consolidated Statements of Cash Flows - For the                          5
         six months ended December 31, 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



                                        3
<PAGE>
<TABLE>
<CAPTION>



                          DYNTEK, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                      (in thousands, except per share data)


                                                                                             December 31,       June 30,
                                              ASSETS                                             2001            2001
                                              ------                                             ----            ----
CURRENT ASSETS:                                                                                Unaudited
<S>                                         <C>        <C>                                 <C>             <C>
         Cash (includes restricted cash of  $1,338 and $804)                               $        1,763  $        1,309
         Accounts receivable, net of allowance for doubtful accounts of $173 and $205              16,256           6,835
         Inventories                                                                                  731           1,617
         Prepaid expenses and other assets                                                          1,000             424
         Note receivable                                                                            1,500           1,500
         Other receivables, including receivable from officer of $170 at December 31 and              886             870
         June 30, 2001
                                                                                              ------------    ------------
                  TOTAL CURRENT ASSETS                                                             22,136          12,555

INVESTMENTS - Marketable Securities                                                                   308             846

PROPERTY AND EQUIPMENT, net of accumulated depreciation of $2,200 and $2,056                        1,848             669

GOODWILL, net of accumulated amortization of $398                                                  53,624           8,466
CAPITALIZED SOFTWARE COSTS, net of accumulated depreciation of $1,283 and $1,175                      806             914
ACQUIRED CUSTOMER LIST, net of accumulated amortization of $2,123 and $1,351                       10,787           9,459
PURCHASED SOFTWARE, net of accumulated depreciation of $238 and $152                                  452             538

INVESTMENT IN COMPANY                                                                                 164             356

DEPOSITS AND OTHER ASSETS                                                                             232             194
                                                                                              ------------    ------------
                                                                                           $       90,357  $       33,997
                                                                                              ============    ============
         LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
         Accounts payable                                                                  $       10,605  $        8,821
         Line of credit                                                                             3,558           2,503
         Accrued expenses                                                                           8,087           3,163
         Deferred maintenance revenue                                                               2,483           1,261
         Accrued losses on acquired contract                                                        7,744               -
         Audit assessment                                                                           1,826           1,792
         Short term notes payable, net of discount of $268                                          1,540               -
                                                                                              ------------    ------------
                  TOTAL CURRENT LIABILITIES                                                        35,843          17,540
                                                                                              ------------    ------------

COMMITMENTS AND CONTINGENCIES
MINORITY INTEREST IN SUBSIDIARY                                                                         -             222
                                                                                              ------------    ------------

STOCKHOLDERS' EQUITY:
         Preferred stock, $.0001 par value, 10,000,000 shares authorized; 1,631,619 and
         2,189,800 shares issued and outstanding as of December 31, 2001 and June 30,                   1               1
         2001, respectively
         Class A Common stock, $.0001 par value, 70,000,000 shares authorized;
         22,532,683 shares and 19,470,346 shares issued and outstanding as of
         December 31, 2001 and June 30, 2001, respectively                                              2               2
         Class B Common stock, $.0001 par value, 20,000,000 shares authorized;
         18,336,663 shares issued and outstanding as of December 31, 2001                               2               -
         Additional paid-in-capital                                                                83,158          40,060
         Unrealized loss on securities                                                               (41)           (954)
         Deficit                                                                                 (28,608)        (22,874)
                                                                                              ------------    ------------
                  TOTAL STOCKHOLDERS' EQUITY                                                       54,514          16,235
                                                                                              ------------    ------------
                  TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                               $       90,357  $       33,997
                                                                                              ============    ============
</TABLE>

                 See notes to consolidated financial statements

                                       4
<PAGE>



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

                                                              For the Three Months Ended              For the Six Months Ended
                                                           December 31,        December 31,       December 31,        December 31,
                                                          ---------------- -- ---------------    ---------------- -- ---------------
                                                               2001                2000               2001                2000
                                                          ----------------    ---------------    ----------------    ---------------
REVENUES:
<S>                                                    <C>                 <C>                <C>                 <C>
     Product Revenue                                   $            6,009  $           5,131  $           12,506  $           9,515
     Service Revenue                                                6,221              5,574              11,309              9,337
                                                          ----------------    ---------------    ----------------    ---------------
              Total revenues                                       12,230             10,705              23,815             18,852
                                                          ----------------    ---------------    ----------------    ---------------
COST OF REVENUES:
     Cost of product                                                5,242              4,396              10,539              7,973
     Cost of service                                                4,279              3,940               8,131              6,659
                                                          ----------------    ---------------    ----------------    ---------------
     Total cost of revenues                                         9,521              8,336              18,670             14,632
                                                          ----------------    ---------------    ----------------    ---------------
GROSS PROFIT                                                        2,709              2,369               5,145              4,220
                                                          ----------------    ---------------    ----------------    ---------------

OPERATING EXPENSES:
     Selling expenses                                               2,144              2,168               4,108              3,822
     General and administrative expenses                            1,171                763               2,089              1,860
     Product development                                              152                671                 492              1,504
     Depreciation and amortization                                    566                706               1,110              1,121
                                                          ----------------    ---------------    ----------------    ---------------
              Total operating expenses                              4,033              4,308               7,798              8,307
                                                          ----------------    ---------------    ----------------    ---------------
LOSS FROM OPERATIONS                                               (1,324)            (1,939)             (2,654)            (4,087)
                                                          ----------------    ---------------    ----------------    ---------------

OTHER INCOME (EXPENSE):
     Loss on sale of marketable securities                         (1,241)                 -              (1,241)                 -
     Interest Expense                                              (1,440)              (147)             (1,626)              (235)
     Interest Income                                                    9                 37                  21                 76
     Equity interest in loss of investee                              (85)                 -                (192)                 -
                                                          ----------------    ---------------    ----------------    ---------------
                  Total other expense                              (2,757)              (110)             (3,038)              (159)
                                                          ----------------    ---------------    ----------------    ---------------
LOSS FROM CONTINUING OPERATIONS BEFORE INCOME TAX                  (4,081)            (2,049)             (5,691)            (4,246)
                                                          ----------------    ---------------    ----------------    ---------------

     INCOME TAX                                                         -                  -                  43                  -
                                                          ----------------    ---------------    ----------------    ---------------
     LOSS FROM CONTINUING OPERATIONS                               (4,081)            (2,049)             (5,734)            (4,246)

DISCONTINUED OPERATIONS
     Gain from discontinued operations                                  -                  -                   -                 67
                                                          ----------------    ---------------    ----------------    ---------------
NET LOSS                                               $           (4,081)  $         (2,049)  $          (5,734)  $         (4,179)
                                                          ================    ===============    ================    ===============

NET LOSS PER SHARE:
     Continued                                         $            (0.18)  $          (0.12)  $           (0.26)  $          (0.25)
     Discontinued                                                       -                  -                   -                  -
                                                          ----------------    ---------------    ----------------    ---------------
NET LOSS PER SHARE - basic and diluted                 $            (0.18)  $          (0.12)  $           (0.26)  $          (0.25)
                                                          ================    ===============    ================    ===============
WEIGHTED AVERAGE NUMBER OF SHARES USED IN COMPUTATION          22,455,383         16,423,350          21,689,798         16,390,918
                                                          ================    ===============    ================    ===============
NET LOSS                                               $           (4,081)  $         (2,049)  $          (5,734)  $         (4,179)

OTHER COMPREHENSIVE LOSS, NET OF TAX
   Reversal of  unrealized loss (loss) on
     available-for-sale- securities                                   969             (1,301)                913             (1,971)
                                                          ----------------    ---------------    ----------------    ---------------
COMPREHENSIVE LOSS                                     $           (3,112)  $         (3,350)  $          (4,821)  $         (6,150)
                                                          ================    ===============    ================    ===============

</TABLE>

                 See notes to consolidated financial statements

                                       5
<PAGE>



                          DYNTEK, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                                 (in thousands)
<TABLE>
<CAPTION>



                                                                                             Six months ended
                                                                                             ----------------
                                                                                          December 31,  December 31,
                                                                                            2001           2000
                                                                                            ----           ----
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                                   <C>                 <C>
     Net loss                                                                         $      (5,734)    $ (2,127)
                                                                                         ------------    ---------
       Adjustments to reconcile net loss to net cash used in operating activities:
        Depreciation and amortization                                                          1,002         357
        Amortization of capitalized software costs                                               108          57
        Amortization of deferred finance costs                                                   183           -
        Equity interest in loss of investee                                                      192           -
        Loss on sale of marketable securities                                                  1,241           -
        Beneficial conversion feature of short-term notes                                        763           -
        Amortization of debt discount on short-term notes                                        322           -

     Changes in operating assets and liabilities:
        Accounts receivable                                                                   (2,205)     (3,056)
        Inventory                                                                                886           -
        Prepaid expenses and other current assets                                               (435)         28
        Deposits and other assets                                                                (54)        130
        Accounts payable                                                                         243         825
        Deferred maintenance                                                                   1,222          56
        Audit assessment                                                                          34          18
        Accrued expenses                                                                        (439)        171
                                                                                         ------------    ---------
             Total adjustments                                                                 3,063      (1,438)
                                                                                         ------------    ---------
          CASH USED IN OPERATING ACTIVITIES                                                   (2,671)     (3,589)
                                                                                         ------------    ---------

CASH FLOWS FROM INVESTING ACTIVITIES:
     Cash received from purchase of subsidiary                                                     -       1,313
     Cash proceeds from sale of securities                                                       362           -
     Cash disbursements for the purchase of securities                                             -         (30)
     Capital expenditures                                                                       (49)        (270)
     Capitalized software costs                                                                    -         (24)
                                                                                         ------------    ---------
        NET CASH PROVIDED BY INVESTING ACTIVITIES                                                313         989
                                                                                         ------------    ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
     Net borrowings under bank line of credit                                                  1,055       1,116
     Issuance of short-term notes payable, net                                                 1,627           -
     Cash proceeds from exercise of stock options                                                130           -
     Issuance of subsidiary securities, net of expenses                                            -       2,550
                                                                                         ------------    ---------
        NET CASH PROVIDED BY FINANCING ACTIVITIES                                              2,812       3,666
                                                                                         ------------    ---------

NET INCREASE IN CASH                                                                             454       1,114

CASH AT BEGINNING OF YEAR                                                                      1,309       3,961
                                                                                         ------------    ---------
CASH AT END OF PERIOD                                                                 $        1,763  $    5,075
                                                                                         ============    =========
</TABLE>



                 See notes to consolidated financial statements

                                       6

<PAGE>



                           DYNTEK, INC. & SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2001
                                   (UNAUDITED)


     On December  27,  2001 the Company  completed  the merger  between  DynCorp
Management   Resources   ("DMR"),   and  subsequently   changed  its  name  from
Tekinsight.com, Inc. to DynTek, Inc. See further discussion under footnote 9.

1.       Basis of Presentation

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

The accompanying  financial  statements  reflect all adjustments,  which, in the
opinion of  management,  are  necessary  for a fair  presentation  of  financial
position,  and the  results of  operations  for the interim  periods  presented.
Except  as  otherwise  disclosed,  all  such  adjustments  are of a  normal  and
recurring  nature.  The results of  operations  for any  interim  period are not
necessarily indicative of the results attainable for a full fiscal year.

2.       Significant Accounting Policies

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

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

The  Company  adopted  FAS 142 as of July 1, 2001.  At December  31,  2001,  the
Company  evaluated  goodwill of $8,466,000 and intangible  assets of $9,139,000,
which represents  acquired  customer lists and purchased  software.  The Company
used  third  party  appraisals  and  expected  future  discounted  cash flows to
determine  the fair value of the reporting  units and whether any  impairment of
goodwill or indefinite lived intangible assets existed as of the above date. As

                                       7
<PAGE>

a result of this evaluation, the Company determined that there was no impairment
of the assets.  The impact of  adopting  FAS 142 was to reduce  amortization  of
goodwill and,  consequently,  the loss by $107,000,  or $.01 per share,  for the
quarter ended December 31, 2001, and $215,000,  or $ .01 per share,  for the six
months ended December 31, 2001.

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

At December  31,  2001,  cash of $ 1,338,073  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 December 31, 2001, according to the
collateral  formula,  was  approximately  $ 5,674,000  of which $ 3,558,000  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 December 31, 2001) and have a term
extending  to March 31,  2002.  The  Company  is  currently  in the  process  of
extending the Agreement for an additional two years,  under terms similar to the
current Agreement.


In  connection  with the  Foothill  Agreement  with  DynTek  Services,  there is
covenant based upon defined  operating  earnings of the subsidiary.  Pursuant to
the March 30, 2001  amendment,  DynTek  Services was not in compliance  with the
covenant as of December 31, 2001. In connection with Foothill's  consent for the
merger with DMR, the Company agreed to raise an additional $3 million of capital
investment within 30 days of the consummation of the merger. Such funds have not
yet  been  raised.   The  Company  has  received  a  waiver  from  Foothill  for
non-compliance  with the covenant and failure to obtain the  additional  capital
investment.



5.       Marketable Securities

Marketable  securities  have been classified as available for sale securities at
December 31, 2001 and,  accordingly,  the unrealized loss resulting from valuing
such  securities  at market value is  reflected as a component of  stockholders'
equity. During the quarter ended December 31, 2001, marketable securities were

                                       8
<PAGE>

sold,  for net proceeds of $ 362,000 and a  recognized  loss of  $1,241,000,  of
which $980,000 was previously provided as a valuation reserve as unrealized loss
on  securities.  At December 31, 2001,  the  unrealized  loss on securities  was
$41,000.

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.  An asset purchase agreement,  containing
the terms of the letter of intent,  was  submitted to the  bankruptcy  court for
approval of the purchase.  On February 6, 2002,  the court approved the purchase
agreement. Upon execution of the agreement, the Company will become obligated to
remit the purchase price of $175,000.

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

The Company granted a bonus to its Chief Executive  Officer,  in connection with
the initial year of employment, of $175,000. Of such amount, $70,000 was applied
to the repayment of a note receivable from the executive.

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


                                       9
<PAGE>





7.       Short-Term Notes Payable

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

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

Since the Company granted conversion rights to the investors at prices below the
quoted market prices for the stock, the Company has recorded an expense,  in the
aggregate amount of $763,000, in connection with these notes.

                                       10
<PAGE>

8.       Stockholders' Equity

On August 14, 2001, the Company's  preferred stock became  convertible  into the
Company's  Class  A  common  stock,  at a rate of 2.5  common  shares  for  each
preferred share tendered.  As of December 31, 2001,  558,181 of such shares were
converted  into  1,395,451  shares of Class A common stock,  with a remainder of
1,631,619 shares not yet converted.

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

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

Pursuant to the terms of the DynTek 2001 Employee Stock Option Plan; on February
8, 2002, the Company granted to its employees options to purchase  approximately
875,000  shares of its  Class A common  stock at the  market  price of $2.05 per
share.  Approximately  775,000 of such options are incentive stock options for a
term of three years, and 100,000 of such options are non-qualified options for a
period of five years.  All of such  options  are  subject to a two year  vesting
period.



9.       BUSINESS ACQUISITIONS

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

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

In  connection  with this  acquisition,  the Company  assumed  numerous  ongoing
customer  relationships,  representing  the  majority  of its  revenues.  In the
acquisition,  the Company recorded  $47,258,000 in total goodwill and intangible
assets allocated as follows:  $45,158,000 in goodwill,  which will be tested for
impairment of value on a periodic basis, and $2,100,000 in capitalized customer

                                       11
<PAGE>

contracts  amortized over 7 years. The values of intangible assets recorded were
derived from the discounted  future  derivation of free cash flows  methodology,
performed by an independent  appraiser.  The amortization  periods were based on
the  customer  and  company  relationship  history,  and the  contract  term and
projected  gross  margin   throughout  the  contract  life.  The  value  of  the
intangibles  will  continue  to be  reviewed  for  impairment  quarterly  by the
Derivation  of Free Cash Flows  method  and any  valuation  differences  will be
booked  accordingly.  Property and equipment were  evaluated for  adjustments to
fair value,  and  generally  were recorded at the net book values from the prior
company, which were considered to approximate fair value.

A summary of the business assets acquired is as follows:

     (Amounts in thousands)

     Consideration paid:
     Stock issued                                          $          40,341
     Acquisition costs                                                   938
     Liabilities assumed                                              14,648
                                                             ----------------
     Total consideration                                   $          55,927
                                                             ----------------

     Assets acquired:
     Accounts receivable, net                                          7,366
     Prepaid expenses, deposits and other assets                          29
     Property and equipment                                            1,274
     Customer list                                                     2,100
     Goodwill                                                         45,158
                                                             ----------------
     Fair value of assets acquired                         $          55,927
                                                             ----------------



The aggregate consideration paid to DMR stockholders consisted of approximately
18,337,000 shares of DynTek Series B Common Stock.

10.      Related-Party Transactions

On November 28, 2001 and December 15,  2001,  the Company  advanced  $20,000 and
$15,000,  respectively,  to its chief  executive  officer in exchange  for notes
receivable that do not bear interest. On December 15, 2001, the executive repaid
$14,000  of such  notes,  for a  remaining  aggregate  receivable  of $21,000 at
December 31, 2001.  The terms of the notes  provide for repayment of the balance
during the fiscal quarter ended March 31, 2002.

In  March  2001,  the  Company  purchased  19.9%  of  the  equity  in  LaborSoft
Corporation ("LaborSoft"), a company providing labor relations software to labor
unions and  commercial  customers.  The  chairman of the board of  directors  of
LaborSoft is also a director of the Company. The Company provides infrastructure
services to LaborSoft,  on a fee-for-service basis. As of December 31, 2001, the
Company had  outstanding  receivables  for such  services in the total amount of
$411,000,  representing  unpaid charges since April 2001. Due to the significant
investment in LaborSoft,  the Company has recognized its pro-rata portion of the
losses incurred by this affiliate,  since March 2001, in the amount of $292,000.
Such losses have reduced the  carrying  value of its  investment  to $164,000 at
December 31, 2001.


                                       12
<PAGE>



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

Forward-Looking Statements

     When used in the Form 10-Q and in future  filings by the  Company  with the
Securities  and Exchange  Commission,  the words or phrases "will likely result"
and "the Company  expects,"  "will  continue,"  "is  anticipated,"  "estimated,"
"project,"  or  "outlook"  or  similar  expressions  are  intended  to  identify
"forward-looking  statements"  within  the  meaning  of the  Private  Securities
Litigation  Reform Act of 1995.  The  Company  wishes to caution  readers not to
place  undue  reliance  on any such  forward-looking  statements,  each of which
speaks only as of the date made.  Such  statements  are subject to certain risks
and  uncertainties  that could cause actual  results to differ  materially  from
historical earnings and those presently anticipated or projected, such as demand
for our products,  size and timing of significant  orders and their fulfillment,
the  Company's  ability to develop  and upgrade its  technology,  the  Company's
ability to compete in a highly competitive market and make sales of its products
and services, the Company's ability to obtain necessary financing to sustain its
operations  despite its continuing losses from operations,  undetected  software
errors and other product quality problems,  the Company's ability to recover its
investments  in certain  marketable  securities,  following  the  closing of the
merger with DMR, to successfully integrate the operations of both companies, and
the  ability of the  Company  to  perform  the DMR  contracts  post-merger  on a
profitable  basis and to extend the terms of the successful  DMR contracts.  The
Company  has no  obligation  to publicly  release the results of any  revisions,
which may be made to any  forward-looking  statements to reflect  anticipated or
unanticipated  events  or  circumstances   occurring  after  the  date  of  such
statements.

RESULTS OF OPERATIONS

The three  months  ended  December  31, 2001 (the "2001 Three Month  Period") as
compared  to the three  months  ended  December  31, 2000 (the "2000 Three Month
Period").

     Revenues  for the  2001  Three  Month  Period  increased  to  approximately
$12,230,000  from  approximately  $10,705,000  for the 2000 Three Month  Period,
primarily  due to an  equipment  upgrade  project  for a  customer,  which  also
increased  the  proportion  of product  sales in relation  to services  revenues
during the period.  The revenue mix from product  sales and services was 49% and
51%, respectively,  for the 2001 Three Month Period, as compared to 48% and 52%,
respectively, for the 2000 Three Month Period.

     Cost of revenues for the 2001 Three Month Period increased to approximately
$9,521,000 from approximately  $8,336,000 for the 2000 Three Month Period, which
is consistent with sales increases  during the period.  The overall gross margin
percentage  remained  unchanged  for the 2001 Three  Month  Period from the 2000
Three Month  Period.  For the 2001 Three  Month  Period,  the gross  margin from
product  sales was 13% of such sales and the gross margin from service  revenues
was 31% of such sales,  as compared to 14% and 29%,  respectively,  for the 2000
Three Month Period.

     Selling,  general  and  administrative  expenses  for the 2001 Three  Month
Period increased to approximately  $3,315,000 from approximately  $2,931,000 for
the 2000 Three Month Period, which is consistent with the increase in revenues.

     Product  development  expense for the 2001 Three Month Period  decreased to
approximately  $152,000  from  approximately  $671,000  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
under ongoing service agreements.  Depreciation and amortization expense for the
2001 Three Month Period decreased to approximately  $566,000 from  approximately
$706,000 for the 2000 Three Month Period.  This decrease is  attributable to the
discontinuation of goodwill amortization during the 2001 period.


                                       13
<PAGE>

     Interest income for the 2001 Three Month Period  decreased to approximately
$9,000 from approximately $37,000 for the 2000 Three Month Period. This decrease
is  attributable  to a decrease  in the amount of  interest  earned on  interest
bearing investments, due to lower amounts of funds available for working capital
on deposit and lower interest rates paid on those deposits. Interest expense for
the 2001 Three  Month  Period  was  approximately  $1,439,000,  as  compared  to
$147,000 during the 2000 Three Month Period.  This increased expense is a result
of interest on the short-term convertible notes payable incurred during the 2001
Three  Month  Period,   which  includes  non-cash  charges  for  the  beneficial
conversion feature ($763,000) and the amortization of debt discount ($323,000).

     During the quarter  ended  December 31, 2001,  marketable  securities  were
sold,  for net proceeds of $ 362,000 and a  recognized  loss of  $1,241,000,  of
which $980,000 was previously provided as a valuation reserve as unrealized loss
on securities.  The Company has  recognized  its pro-rata  portion of the losses
incurred by an affiliate,  LaborSoft,  in the amount of $85,000  during the 2001
Three  Month  Period.  Such  losses  have  reduced  the  carrying,  value of its
investment in LaborSoft to $164,000 at December 31, 2001.

     The increase in net loss to $4,081,000 for the 2001 Three Month Period,  as
compared to a loss of $2,049,000  for the 2000 Three Month Period,  is primarily
due to loss on the sale of marketable  securities  and to interest on short term
notes payable.

The six months ended December 31, 2001 (the "2001 Six Month Period") as compared
to the six months ended December 31, 2000 (the "2000 Six Month Period").

     Revenues  for the  2001 Six  Month  Period  increased  to  approximately  $
23,815,000  from  approximately  $ 18,852,000  for the 2000 Six 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 Six Month
Period, as compared to the contribution of revenues for approximately 66% of the
2000 Six Month Period  resulting from the  mid-quarter  merger closing date. The
revenue mix from product sales and services was 53% and 47%,  respectively,  for
the 2001 Six Month  Period,  as compared to 51% and 49%,  respectively,  for the
2000 Six Month Period,  principally as a result of an equipment  upgrade project
for a customer,  which  increased the proportion of product sales in relation to
services revenues during the period.

     Cost of revenues for the 2001 Six Month Period  increased to  approximately
$18,670,000 from  approximately  $14,632,000 for the 2000 Six Month Period.  The
overall gross margin  percentage  decreased to 21% for the 2001 Six Month Period
from 22% for the 2000 Six Month  Period.  _ This decrease was primarily due to a
decrease  in  technical  staff  utilization  related  to the  timing of  several
contracts during the 2001 Six Month Period, which did not provide for consistent
utilization.  For the 2001 Six Month Period, the gross margin from product sales
was 16% of such sales and the gross margin from service revenues was 27% of such
sales, as compared to 16% and 29%, respectively, for the 2000 Six Month Period.

     Selling,  general and administrative expenses for the 2001 Six Month Period
increased to approximately $6,197,000 from approximately $5,682,000 for the 2000
Six 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 Six Month  Period,  as compared to such costs for only part of the 2000 Six
Month Period resulting from the mid-quarter merger closing date.


                                       14
<PAGE>

     Product  development  expense for the 2001 Six Month  Period  decreased  to
approximately  $492,000  from  approximately  $1,504,000  for the 2000 Six Month
Period.  The  decrease is  primarily  due to a  restructuring  of the Company to
reduce software development activities related to new products,  notwithstanding
the continuation of normal software  development  services provided to customers
under ongoing service agreements.  Depreciation and amortization expense for the
2001 Six Month Period decreased to approximately  $1,110,000 from  approximately
$1,121,000 for the 2000 Six Month Period.  This decrease is  attributable to the
discontinuation of goodwill amortization during the 2001 period.

     Interest  income for the 2001 Six Month Period  decreased to  approximately
$21,000 from approximately  $76,000 for the 2000 Six Month Period. This decrease
is   attributable   to  a  decrease  in  the  amount  of   interest   earned  on
interest-bearing  investments,  due to  lower  amounts  of funds  available  for
working  capital on deposit  and lower  interest  rates paid on those  deposits.
Interest expense for the 2001 Six Month Period was approximately  $1,626,000, as
compared to $235,000 during the 2000 Six Month Period. This increase in interest
expense is a result of  interest  on short term notes  payable,  which  includes
non-cash  charges  for the  beneficial  conversion  feature  ($763,000)  and the
amortization  of debt discount  ($323,000),  and the August 14, 2000 merger with
Data Systems,  which includes costs from the merged business for the entire 2001
Six Month Period,  as compared to such costs for  approximately  66% of the 2000
Six Month Period resulting from the mid-quarter merger closing date.

     During the quarter  ended  December 31, 2001,  marketable  securities  were
sold,  for net proceeds of $ 362,000 and a  recognized  loss of  $1,241,000,  of
which $980,000 was previously provided as a valuation reserve as unrealized loss
on securities.  The Company has  recognized  its pro-rata  portion of the losses
incurred by an  affiliate,  in the amount of $192,000  during the 2001 Six Month
Period.

     The increase in net loss to $5,733,000  for the 2001 Six Month  Period,  as
compared to a loss of $4,179,000 for the 2000 Six Month Period, is primarily due
to loss on the sale of marketable  securities and to interest expense associated
with the short-term notes payable.

Liquidity and Capital Resources

     As of December  31, 2001 the Company had a working  capital  deficiency  of
approximately $12,898,000 compared to a working capital deficiency of $4,985,000
at June  30,  2001.  This  decrease  in  working  capital  is  primarily  due to
acquisition  of DMR during the 2001 Three Month Period.  In connection  with the
merger,  the Company  received  current assets of $8,006,000 and assumed current
liabilities  of  $14,648,000,   for  a  net  reduction  in  working  capital  of
$6,642,000.

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

     The  Foothill  Agreement  provides  for a  revolving  line of credit not to
exceed $15,000,000. The available line of credit at December 31, 2001, according
to the collateral formula,  was approximately  $5,674,000,  of which $ 3,558,000
was outstanding.  Borrowing limits are determined based on a collateral formula,
which includes 85% of qualified trade receivables. Also, borrowings bear

                                       15
<PAGE>

interest at 1% over Norwest Bank prime (7% at December 31, 2001) and have a term
extending  to March 31,  2002.  The  Company  is  currently  in the  process  of
extending the Agreement for an additional two years,  under terms similar to the
current  Agreement.  The  Company  has  received  a  waiver  from  Foothill  for
non-compliance  with the covenant and failure to obtain the  additional  capital
investment.

     In a matter  relating to a prior  business of the Company that was divested
in 1998, one of the Company's  discontinued wholly owned subsidiaries was issued
a Letter of Demand for $1.3 million by the California State Controller's Office,
Division of Audits.  Additionally,  accrued  interest on the amount demanded was
also sought.  On January 26, 2000,  the  California  Court of Appeals upheld the
Demand.  Following the Court of Appeals  decision,  a demand for payment has not
been made.  The  Company  has  provided a reserve  for the  principal  amount of
$1,340,000  plus  $486,000 in accrued  interest,  or  $1,826,000  in total as of
December 31, 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  may expand the scope of its  product  offerings  by  pursuing
acquisition  candidates with complementary  technologies,  services or products.
Should the Company  commence such  acquisitions,  it  anticipates  that it would
finance the  transactions  with a  combination  of its  working  capital and the
issuance of additional  equity  securities.  The Company would attempt to secure
additional   funding,   including  equity  financing  where   appropriate,   for
acquisitions.  There can be no  assurance,  however,  that the  Company  will be
successful  in  identifying  appropriate  acquisition  candidates  or  that,  if
appropriate  candidates are  identified,  that the Company will be successful in
obtaining the necessary financing to complete the acquisitions.

     The  Company  has had  recurring  losses  from  continuing  operations  and
negative cash flows from operations. Such losses have been funded primarily from
cash  received  from sales of stock and cash  received  in 1999 from the sale of
discontinued  operations.  Additionally,  the merger with DMR decreased tangible
net worth by $5,979,000, which, combined with losses, resulted in a consolidated
tangible net worth  deficit of  $10,703,000  at December 31, 2001.  Management's
current plans include the sale of up to $5,000,000 of common stock, currently in
negotiation,  through several placement agents, one of which is a related party.
In addition,  the Company expects to collect $1,500,000 from the note receivable
it holds.  If  additional  funds  are  necessary,  the  Company  would  consider
liquidating  its marketable  securities,  reducing the scope of its  operations,
divesting of long-term contracts and seeking other forms of financing.  Based on
these current plans,  TekInsight  believes that it has sufficient cash resources
and liquidity to meet its anticipated short-term and long-term capital needs.



ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

Interest Rate Sensitivity.

The  Company  maintains a  portfolio  of cash  equivalents  and  investments  in
short-term securities, including certificates of deposit and money market funds.
These available-for-sale securities are subject to interest rate risk and may

                                       16
<PAGE>

fall in value if market  interest  rates  increase.  We  anticipate  having  the
ability to hold our fixed income  investments  until maturity,  and therefore do
not expect our operating results or cash flows to be affected to any significant
degree  by the  effect  of a  sudden  change  in  market  interest  rates on our
securities portfolio.

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 $1,807,500  during the quarter ended December 31, 2001,
for short-term  notes  payable.  Such notes were issued on November 1, 2001, and
$1,057,000 principal of which bear interest at 12% per annum during a term of 90
days (the "12% Notes"),  and $750,000 principal of which bear interest at 8% per
annum  during a term of 180 days  (the "8%  Notes")  (with  the 12% Notes and 8%
Notes being referred to collectively as, the "Notes").  If the Company completes
an  equity  financing  of over $10  million  during  the term of the 12%  Notes,
outstanding  principal  and  accrued  interest  of the 12%  Notes  shall  become
convertible into the Company's Class A 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 12% notes have not been previously converted,
at the election of the Company the outstanding principal and accrued interest of
the 12% Notes shall be converted  into the  Company's  Class A common stock at a
price of $1.50 per share. If the Company  completes an equity  financing of over
$10  million  during  the term of the 8% Notes,  or at any other  time  prior to
maturity,  outstanding  principal  and  accrued  interest of the 8% Notes may be
converted into the Company's  Class A common stock at a price of $1.70 per share
by the holders of such notes. In the event that the holders of the 8% Notes fail
to convert  the 8% Notes to Class A common  stock by  maturity,  the  Company is
required to pay principal  and accrued  interest  thereon in cash on demand.  In
connection with the acquisition of the Notes, the investors receive a warrant to
acquire  one-third of a share of common stock for each dollar of note principal,
bearing  exercise prices of $1.50 and $1.70 per share,  respectively,  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 agreed to 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.

ITEM 4.     SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     On  November  20,  2001,  the  Company  held  a  special   meeting  of  its
stockholders  in  connection  with the  proposed  merger of  DynCorp  Management
Resources,  Inc.  ("DMR"),  then a wholly owned subsidiary of DynCorp,  with and
into  one of the  Company's  wholly  owned  subsidiaries.  At the  meeting,  the
stockholders approved four proposals:

     (a) The stockholders approved a proposal to amend and restate the Company's
certificate of incorporation. The proposed amendment and restatement (1) changed
the name of the  Company to DynTek,  Inc.,  and (2)  established  a new class of
Class B common stock,  which shares the Company had proposed to issue to DynCorp
as consideration  for the merger of DMR with and into the Company's wholly owned
subsidiary.  Voting on the proposal was as follows:  12,545,313 shares of common
stock and  372,919  shares of Series A  preferred  stock were  voted for;  8,600
shares of common  stock and 200  shares of Series A  preferred  stock were voted
against;  and 550 shares of common  stock and 176  shares of Series A  preferred
stock were voted as abstentions.


                                       17
<PAGE>

     (b) The  stockholders  voted on a proposal to  approve,  pursuant to Nasdaq
Rule 4350, the issuance to DynCorp of shares of the Company's new class of Class
B common  stock which  represented  more than 20% of the  Company's  outstanding
common  stock  and  common  stock  equivalents.  Voting on the  proposal  was as
follows:  12,554,213  shares of  common  stock  and  372,919  shares of Series A
preferred  stock were voted  for;  250 shares of common  stock and 376 shares of
Series A preferred  stock were voted  against;  and no shares of common stock or
Series A preferred stock were voted as abstentions.

     (c) The  stockholders  approved  the adoption of the  Company's  2001 Stock
Option Plan. The purpose of the 2001 Stock Option Plan is to cover future option
grants to the Company's  officers,  directors,  key employees and consultants in
order to provide an incentive for good  performance.  Voting on the proposal was
as follows:  11,374,681  shares of common  stock and 349,238  shares of Series A
preferred  stock  were voted for;  1,175,338  shares of common  stock and 23,273
shares of Series A  preferred  stock were  voted  against;  and 4,444  shares of
common  stock  and 784  shares  of  Series  A  preferred  stock  were  voted  as
abstentions.

     (d) The stockholders  authorized the proxies, in their discretion,  to vote
upon such other  business as might  properly come before the special  meeting or
any adjournment thereof. In fact, no such other business came before the special
meeting.  Voting on the  proposal  was as follows:  12,087,646  shares of common
stock and  353,818  shares of Series A preferred  stock were voted for;  461,373
shares of common stock and 17,072 shares of Series A preferred  stock were voted
against; and 5,444 shares of common stock and 2,405 shares of Series A preferred
stock were voted as abstentions.

ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K

(a)      Exhibits.
         --------

         None

(b)      Reports on Form 8-K

         (1)      Two reports on Form 8-K, filed on November 2, 2001, both of
                  which included Items 5 and 7.

         (2)      Report on Form 8-K, filed on December 21, 2001, included Items
                  5 and 7.






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<PAGE>




                                    SIGNATURE


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


                                                     DYNTEK, INC.



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

                                                     Date: February 22, 2002




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