UNITED STATES
                SECURITIES AND EXCHANGE COMMISSION

                     Washington, D.C. 20549

                         Form 10-KSB/A
          (Amendment No. 1 Filed on October 28, 1999)
(Mark One)
|X|  ANNUAL REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES  EXCHANGE
     ACT OF 1934 For the fiscal year ended June 30, 1999.

|_|  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE ACT
     OF 1934 For the transition period from ___________to ___________

Commission file number   1-12738

                     ONSITE ENERGY CORPORATION
            (Name of small business issuer in its charter)

              Delaware                                    33-0576371
    (State or other jurisdiction of           (IRS Employer Identification No.)
     incorporation or organization)

                     701 Palomar Airport Road, Suite 200
                          Carlsbad, California 92009
         (Address of principal executive offices) (Zip Code) 92009

                 (Issuer's telephone number) (760) 931-2400

        Securities registered under Section 12(b) of the Act: None

        Securities registered under Section 12(g) of the Act:

    Title of each class             Name of each exchange on which registered
  ------------------------          -----------------------------------------
   Class A Common Stock                               N/A

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

Yes |X|         No |_|

Check if disclosure  of delinquent  filers in response to Item 405 of Regulation
S-B is not contained in this form, and no disclosure  will be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated  by reference  in Part III of this Form 10-KSB or any  amendment to
this Form 10-KSB. |_|

State issuer's revenues for its most recent fiscal year............$43,557,902

State the aggregate market value of the voting and non-voting common equity held
by non affiliates  computed by reference to the price at which the common equity
was sold,  or the average bid and asked  price of such  common  equity,  as of a
specified date within the past 60 days......$1,117,682 as of September 27, 1999.

The number of shares of Common Stock  outstanding  as of  September  27, 1999 is
18,641,302.



<PAGE>2


                                    PART III

Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance
with Section 16(a) of the Exchange Act.

The following table sets forth the persons currently serving as directors of the
Company, and certain information with respect to those persons.

     Director                      Age                         Director Since
---------------------             -----                        --------------

Charles C. McGettigan              54                              1993

H. Tate Holt                       47                              1994

Timothy G. Clark                   60                              1994

Richard T. Sperberg                48                              1982 (1)

S. Lynn Sutcliffe                  56                              1998

Richard L. Wright                  56                              1998

(1) Includes time of service with Onsite Energy, a California  corporation and a
predecessor of the Company ("Onsite-Cal").

Background of Current Directors.

Charles C. McGettigan.  Mr.  McGettigan has been a director of the Company since
its  inception  in 1993,  and  began  serving  as the  Chairman  of the Board in
December 1994. In May 1992, Mr.  McGettigan  became a director of Western Energy
Management,  Inc. ("WEM"),  which currently is a wholly-owned  subsidiary of the
Company as a result of the  reorganization  of  Onsite-Cal  and WEM into  Onsite
Energy  Corporation.  He was a founding partner in 1991 and is a general partner
of  Proactive  Investment  Managers,  L.P.,  which  is the  general  partner  of
Proactive  Partners,  L.P., a merchant banking fund. Mr.  McGettigan  co-founded
McGettigan,  Wick & Co., Inc., an investment banking firm, in 1988. From 1984 to
1988,  he was a Principal,  Corporate  Finance,  of  Hambrecht & Quist,  Inc. He
currently  serves on the Boards of Directors of Modtech,  Inc., PMR Corporation,
Sonex Research,  Inc.,  Tanknology - NDE Corporation and Wray-Tech  Instruments,
Inc. Mr.  McGettigan  is a graduate of Georgetown  University,  and received his
Master of Business  Administration  from The  Wharton  School of Business of the
University of Pennsylvania.

H. Tate Holt.  Mr. Holt has been a director of the Company  since May 1994.  Mr.
Holt  currently is the  President  and Chief  Executive  Officer of Newstar Ltd.
("Newstar"), a technology firm. Prior to joining Newstar, Mr. Holt served as the
President of Holt & Associates,  a corporate growth management  consulting firm,
and held that position from July 1990 through August 1999. Previously, from 1987
to 1990, Mr. Holt was Senior Vice President of Automatic Data  Processing,  Inc.
("ADP"),  in Santa  Clara,  California.  Mr.  Holt has over twenty (20) years of
experience in various  senior sales and marketing  positions with Fortune 50 and
Inc. 500 companies, including IBM, Triad Systems and ADP. He has participated in
major restructuring and strategic planning in several divisions of each of these
companies.  Additionally,  in his  position  with Holt &  Associates,  Mr.  Holt
assisted small and medium-sized  clients in developing and achieving  aggressive
growth  targets.  Mr. Holt  currently  serves on the Boards of  Directors of DBS
Industries,  Inc., and AremisSoft Corporation. He is the author of the book "The
Business Doc -  Prescriptions  for Growth." Mr. Holt holds an A.B.  from Indiana
University.



<PAGE>3


Timothy G.  Clark.  Mr.  Clark  began  serving as a director  of the  Company in
October 1994. The former President and Chief Executive Officer of KA Industries,
Inc., a  privately-owned  corporation  that  manufactures and sells premium gift
baked goods,  Mr. Clark currently serves as a consultant to a variety of clients
through his own firm, T.G. Clark & Associates.  From 1991 to 1994, Mr. Clark was
a managing  partner at Hankin & Co., a consulting  company  focusing on business
and financial planning,  including turnarounds. Mr. Clark holds an A.B. from the
University of Southern  California and a Master of Business  Administration from
the Harvard University Graduate School of Business.

Richard T. Sperberg.  Mr.  Sperberg has been a director and the Chief  Executive
Officer of the Company since its  inception,  served as the Company's  President
through October 1998, when Mr.  Sutcliffe was elected  President,  and served as
the Company's  Chief  Financial  Officer from May 1997 through July 1998. He has
been the Chief Executive Officer of WEM since January 1993, and began serving as
a director of WEM in February 1994. In 1982, Mr. Sperberg co-founded Onsite-Cal,
and served as President,  Chief Executive  Officer and a director until February
1994, when Onsite-Cal and WEM reorganized  into Onsite Energy  Corporation.  Mr.
Sperberg has been involved in project management of energy efficiency,  advanced
energy  technologies,  alternative energy and cogeneration  projects for over 23
years,  with specific  management  experience with Onsite-Cal,  the Gas Research
Institute  ("GRI"),  and the U.S.  Department  of Energy.  He holds a Masters of
Science in Nuclear  Engineering from the University of California,  Los Angeles,
and a  Bachelor  of  Science  in  Nuclear  Engineering  from the  University  of
California,  Santa  Barbara.  Mr.  Sperberg  previously  served on the Boards of
Directors  of  the  American   Cogeneration   Association   and  the  San  Diego
Cogeneration Association,  and currently serves as the President of the National
Association of Energy Service Companies  (NAESCO),  and as a member of its Board
of Directors.

S. Lynn  Sutcliffe.  In  addition  to  serving  as a director  since  1998,  Mr.
Sutcliffe  currently  serves as the  President of the Company.  Since 1990,  Mr.
Sutcliffe also has served as the President and Chief Executive  Officer of SYCOM
Corporation,  which is the general  partner of SYCOM LP. From 1968 through 1977,
Mr. Sutcliffe was General Counsel of the U.S. Senate Commerce  Committee,  which
had  jurisdiction  over all electric and gas utility issues.  Mr. Sutcliffe left
the  Commerce  Committee  to become one of the  founding  partners  of Van Ness,
Feldman,  Sutcliffe & Curtis,  P.C., a law firm  nationally  recognized  for its
expertise in energy law and policy. Mr. Sutcliffe  participated in this law firm
until 1990.  Mr.  Sutcliffe's  expertise  includes a wide range of  legislative,
regulatory,  contractual, financial and developmental issues associated with the
energy  industry.  From 1994 through 1996, Mr. Sutcliffe served as the President
of the National  Association of Energy Services  Companies  (NAESCO),  and was a
member of the Energy and Transportation Task Force of the President's Council on
Sustainability  in  1996.  He  currently  serves  as  the  Vice-Chairman  of the
Distributed  Power  Coalition of America  (DPCA).  Mr.  Sutcliffe  brings to the
Company's Board over 24 years of experience in the energy services industry.  He
holds  an A.B.  from  Princeton  University,  and a  Juris  Doctorate  from  the
University of Washington.

Richard L.  Wright.  Mr.  Wright has served as a director of the  Company  since
1998,  and served as the Treasurer of SYCOM  Corporation  and SYCOM LP from 1995
through  June 1999,  during  which time he  performed  project  development  and
strategic  planning  functions at the  executive  level.  Mr. Wright has over 11
years of experience in developing  and financing  energy  related  companies and
projects.  He has  extensive  knowledge  of the  federal  and state  legislative
processes  as  well  as of  the  decision-making  processes  at the  county  and
municipal level. In 1977, Mr. Wright served on the White House Energy Task Force
and later as the  Assistant  Secretary  at the  Department  of Energy.  Prior to
joining  the  SYCOM  entities,  Mr.  Wright  served as the Chief of Staff of the
former  Governor  of New Jersey from 1993  through  1994,  and as the  Associate
Treasurer of the State of New Jersey from 1990 through 1993. Mr. Wright earned a
Bachelor of Arts in Religion from Princeton  University,  and a Juris  Doctorate
from the University of California Boalt Hall School of Law.

Executive  Officers.  The following  table sets forth certain  information  with
respect to the current executive officers of the Company.


<PAGE>4

Name                        Positions with the Company   Age  Office Held Since
---------------------       --------------------------   ---  -----------------

Charles C. McGettigan          Chairman of the Board     54         1994

Richard T. Sperberg            Chief Executive Officer   48         1982 (1)

S. Lynn Sutcliffe              President                 56         1998

J. Bradford Hanson             Chief Financial Officer   44         1995 (2)

Frank J. Mazanec               Senior Vice President     51         1992 (1)

Keith G. Davidson              Senior Vice President     48         1994

Hector A. Esquer               Vice President            41         1991 (1)

J. Derek Shockley              Vice President            39         1997

Elizabeth T. Lowe              Vice President            36         1997

Bruce A. Hedman                Vice President            48         1998

Dominick J. Aiello             Vice President            40         1998

Roger Dower                    Vice President            49         1998

Christian J. Bitters           Vice President            42         1998

Russell Wm. Royal              President/Chief           47         1992 (4)
                               Operating Officer-
                               Lighting Technology
                               Services, Inc. (3)

Audrey Nelson Stubenberg       Secretary/General         36         1998
                               Counsel

(1)     Includes time of service with Onsite-Cal.

(2)     Mr. Hanson served as Chief Financial Officer of the Company from August
        1995 through May 1997, rejoining the Company in October 1998.

(3)     Lighting Technology Services, Inc. ("LTS"), is a wholly-owned subsidiary
        of the Company.  As previously  disclosed,  the Company is exploring the
        sale or disposition of LTS.

(4)     Includes time of service with LTS.

Executive officers are elected  periodically  (usually annually) by the Board of
Directors and serve at the pleasure of the Board. No family  relationship exists
between any of the officers or directors.

Background  of  Executive  Officers.  For the  business  backgrounds  of Messrs.
McGettigan, Sperberg and Sutcliffe, see Background of Current Directors above.

J.  Bradford  Hanson.  Mr.  Hanson  has over 15 years of  financial  accounting,
administration  and shareholder  relations  experience in the energy  efficiency
services,  financial,  manufacturing,  software  development  and retail  market
sectors.  Mr. Hanson,  who has served as the Company's Chief  Financial  Officer
since October 1998, also served as the Company's  Chief  Financial  Officer from
August 1995 through May 1997.  From May 1997 through  October  1998,  Mr. Hanson
worked for Sports Group International, Inc., and as an independent financial and


<PAGE>5

accounting  consultant.  From 1991 through  mid-1995,  Mr.  Hanson  worked as an
independent financial and accounting  consultant for small businesses.  Prior to
1991, he held various Chief  Financial  Officer,  Controller and Senior Auditing
positions with companies such as DAROX Company, BSD Bancorp, Inc., International
Totalizator  Systems,  Inc., and KPMG Peat Marwick. Mr. Hanson earned a Bachelor
of Science from San Diego State University and is a Certified Public Accountant.

Frank J. Mazanec.  Since 1992,  Mr. Mazanec has been employed by the Company and
its predecessor,  Onsite-Cal. Mr. Mazanec is a licensed professional engineer in
Colorado, and currently serves as Senior Vice President of Onsite. Over the past
20 years, he has developed and managed over  $100,000,000 in energy  generation,
waste  management and  environmental  projects.  Prior to joining  Onsite-Cal in
1992,  Mr.  Mazanec  served as West Coast  Regional  Director  for  Wheelabrator
Technologies,  which included  responsibility for the Spokane and Pierce County,
Washington  and Baltimore,  Maryland,  Waste-to-Energy  facilities.  In 1990, he
formed  Integrated  Waste  Management,  Inc.,  through  which  he  served  as  a
consultant  to  Onsite-Cal  until joining  Onsite-Cal  in 1992.  Mr.  Mazanec is
responsible  for managing one of the  Company's  internal  business  units.  Mr.
Mazanec has a Bachelor of Science in Civil  Engineering  from the  University of
Vermont, a Bachelor of Science in Economics and Finance from Fairleigh Dickinson
University,  and a Master of  Business  Administration  from the  University  of
Southern California.

Keith G. Davidson.  Mr.  Davidson has been a Vice President of the Company since
1994, and currently  serves as Senior Vice  President.  Mr. Davidson has over 20
years  of  diversified   management   experience  in  energy  and  environmental
technology,  product  commercialization and market development.  Mr. Davidson is
responsible for one of the Company's  internal business units.  Prior to joining
the  Company  in 1994,  Mr.  Davidson  was a Director  at GRI (the Gas  Research
Institute) in Chicago,  Illinois,  where he led the gas industry's collaborative
development  programs  directed at natural gas growth  markets of electric power
generation,  cogeneration  and  natural  gas  vehicles.  Mr.  Davidson  was past
President of the American Cogeneration Association, and a member of the American
Society of Heating, Refrigerating and Air Conditioning Engineers, and previously
served as the  co-Chairman  of CADER.  He is the  recipient of several  industry
honors, including the Association of Energy Engineers' Cogeneration Professional
of the Year and the American Gas Association's Industrial and Commercial Hall of
Flame. Mr. Davidson earned a Bachelor of Science in Mechanical  Engineering from
the  University  of Missouri and a Master of Science in  Mechanical  Engineering
from Stanford University.

Hector A. Esquer.  Mr. Esquer is a professional  engineer licensed in the states
of California  and Kansas.  Mr. Esquer  joined  Onsite-Cal in 1986,  and as Vice
President is responsible  for the overall  management of project  implementation
for the Company's West Coast operations.  Over the past 12 years, Mr. Esquer has
managed the implementation of over $30,000,000 of energy efficiency projects for
the Company.  Mr. Esquer  previously was a Project  Engineer for San Diego Gas &
Electric  Company  and Fluor  Corporation.  He holds a  Bachelor  of  Science in
Electrical Engineering from San Diego State University and is a Certified Energy
Manager.

J. Derek Shockley.  Mr. Shockley is responsible for managing OES and OMS, direct
and  indirect  wholly-owned   subsidiaries  of  the  Company.  These  subsidiary
companies  provide  medium  and high  voltage  electrical  services,  as well as
industrial water treatment services to municipal,  industrial,  large commercial
and  institutional  customers.  Mr.  Shockley  has over 13 years of  diversified
experience in the energy industry that includes planning,  sales, marketing, and
project   development   work  in  the   areas   of   demand   side   management,
electrotechnologies  and  applied  research.  He was a  member  of the  Water  &
Wastewater  Research Project steering  committee for the Electric Power Research
Institute  ("EPRI")  in Palo Alto,  California,  and a past member of the Kansas
Energy & Natural Resources advisory committee.  Mr. Shockley is the recipient of
several national awards, including the EEI Common Goals Environmental Award, and
the EPRI Technology Innovators Award. Prior to joining the Company, Mr. Shockley
held a number  of  positions  with  Western  Resources,  including  Director  of
Business  Development,  Manager of National and Institutional  Accounts,  and an
energy  use  consultant.  Mr.  Shockley  holds a  Bachelor  of Arts in  Business
Administration (with an emphasis on Finance) from Washburn University.


<PAGE>6

Elizabeth T. Lowe. As Vice President,  Ms. Lowe heads up the Company's  Northern
California office.  She is responsible for marketing,  operations and regulatory
representation  in  Northern  California.  Ms.  Lowe also adds to the  Company's
consulting  capabilities in the areas of natural gas and  electricity  purchases
and overall  customer  strategies to reduce  energy  costs.  Ms. Lowe joined the
Company in 1997. Prior to joining the Company, Ms. Lowe served as Vice President
of Western Operations for DukeSolutions,  Inc.  (formerly  Duke/Louis  Dreyfus),
heading up the Western region  operations for this Duke Energy  subsidiary.  The
Western  region group worked with retail and wholesale  customers to develop and
implement overall energy purchasing  strategies through  negotiations  training,
strategic  alliances,  and engineering and pricing  solutions.  Prior to joining
DukeSolutions,  Ms. Lowe spent 10 years in energy and environmental  consulting,
and most recently developed and directed Barakat & Chamberlin's Corporate Energy
Management  practice.  In this capacity,  she assisted large energy consumers in
the  development of energy cost reduction  strategies  through  procurement  and
management of fuels, tariff and contract  negotiations,  aggregation  strategies
and  demand-side  management  planning.  Ms. Lowe earned a Master of Environment
Management  in Resource  Economics  and Policy from Duke  University's  Nicholas
School of Environment  and a Bachelor of Arts in Public Policy Studies from Duke
University's  School  of Policy  Studies  and  Public  Affairs.  Ms.  Lowe is an
associate member of the California Manufacturers  Association and the California
League of Food  Processors,  and is the  President of the Power  Association  of
Northern California.

Dr. Bruce A. Hedman.  Dr. Hedman joined the Company in 1998, as Vice  President,
Consulting  Services,  and together  with Mr.  Davidson is  responsible  for the
Company's  consulting  services  business.  Dr.  Hedman  has  over 20  years  of
experience  in energy and  environmental  technology  development,  new  product
commercialization,  and market  research  and  development.  Before  joining the
Company,  Dr. Hedman was  Executive  Director of the  Industrial  Center Inc. in
Arlington,  Virginia,  a natural gas  industry  technology  transfer  and market
development  organization that supports  commercial  introduction of new natural
gas technologies in the industrial market.  Prior to this, he was Senior Program
Manager at Battelle Pacific  Northwest  Laboratory's  Washington,  D.C. offices,
providing  strategic  planning and policy analysis support on natural gas issues
and end-use research, development and commercialization.  Dr. Hedman started his
career at GRI in Chicago,  holding a variety of research management positions in
power generation,  alternative fueled vehicles and industrial  end-use.  When he
left GRI in 1994, Dr. Hedman was Group Manager,  Industrial and Power Generation
Products  and  responsible  for the  development  and  commercialization  of new
natural gas technologies for these priority  markets.  Dr. Hedman has a Bachelor
of Science,  Master of Science and Ph.D. in Mechanical  Engineering  from Drexel
University in Philadelphia, Pennsylvania.

Dominick J. Aiello.  Mr.  Aiello,  an employee of SYCOM  Corporation,  currently
serves  as the  Company's  Vice  President,  and  is  directly  responsible  for
overseeing the Company's  Project  Development  efforts primarily in the Eastern
U.S.  Mr.  Aiello has more than seven  years  experience  in  developing  energy
efficiency  projects in both the public and private  sectors.  He is responsible
for managing a national sales force of eight project developers. Mr. Aiello also
has been a key contributor in implementing a sales training  curriculum for both
the current sales team and new hires.  Prior to joining SYCOM  Corporation,  Mr.
Aiello served as a Sales Manager for IBM.

Roger Dower.  Mr. Dower,  the Company's  Vice  President,  manages the Company's
Washington,  D.C. business unit, where he oversees the development  activity for
trade  associations  and federal projects as well as regional  development.  Mr.
Dower,  an  employee  of  SYCOM  Corporation,   also  provides  legislative  and
regulatory  support for the Company and the energy service industry's energy and
environmental  agenda.  Mr.  Dower is an  expert  in  energy  and  environmental
economics,   policy,   regulation  and  legislation.   Prior  to  joining  SYCOM
Corporation and the Company,  Mr. Dower was Director of the Climate,  Energy and
Pollution  Program at the World Resources  Institute from 1990 to 1996. Prior to
that,  Mr.  Dower  was  the  head  of the  Energy  and  Environment  Unit at the



<PAGE>7

Congressional  Budget  Office from 1985 to 1990.  Mr. Dower has also served as a
consultant  to the  Executive  Office of the President of the United States from
1979  to  1980  and  was  the  Research  Director  and a  Board  Member  of  the
Environmental  Law Institute from 1976 to 1985. With over 18 years of experience
in the  energy  business,  Mr.  Dower has an in- depth  understanding  of energy
markets, the role of energy efficiency and the environmental  effects of energy.
Mr.  Dower  received a Masters of Science  and  Bachelor  of Science in Resource
Economics from the University of Maryland.

Christian J. Bitters. Mr. Bitters serves as Vice President of Operations for the
Company.  In this  capacity,  Mr.  Bitters,  an employee  of SYCOM  Corporation,
oversees  the  project   management  and  engineering   teams   responsible  for
implementation of all of the Company's  projects  primarily in the Eastern U.S.,
and has over eight years of experience in managing the  implementation of energy
efficiency  projects in commercial,  industrial,  governmental and institutional
facilities.  Mr.  Bitters is  responsible  for  recruiting and training new team
members and developed a sophisticated Project Management Manual that defines the
roles, responsibilities, methods, procedures and specifications for implementing
the Company's  projects.  Mr. Bitters' experience includes project management of
commercial  office space and recruiting,  training and managing project managers
and engineers. Prior to joining SYCOM Corporation, he served as a Senior Project
Manager for OMNI Construction,  Inc., in Washington, D.C. for 10 years, where he
managed construction and renovation projects with a total value of $205,000,000.
Mr.  Bitters  holds a  Master  of  Science  and  Bachelor  of  Science  in Civil
Engineering from the University of Maryland.

Russell Wm. Royal. Mr. Royal serves as the President and Chief Operating Officer
of LTS, a Southern  California  lighting  contractor  acquired by the Company in
June  1998.  Mr.  Royal  has 20  years  experience  in all  phases  of  building
automation,  lighting  retrofit and  lighting  controls.  His  specific  project
experience  includes  numerous  high-rise  office building  retrofit and control
projects through-out California,  district-wide multi-facility lighting retrofit
and lighting  controls  projects for the Santa Ana Unified  School  District and
several  comprehensive  campus wide  lighting  retrofit  and  lighting  controls
projects at several  California  community  colleges and school  districts.  Mr.
Royal has a Bachelor of Science in Psychology from California State  University,
San Bernardino.

Audrey  Nelson  Stubenberg,  Esq.  Ms.  Nelson  Stubenberg  has  over  10  years
experience as a practicing  transactional  attorney and currently  serves as the
Company's  Secretary and General Counsel.  She joined the Company in 1994. Prior
to joining the Company,  Ms.  Nelson  Stubenberg  was an associate  with the San
Diego law firm of  Procopio,  Cory,  Hargreaves  and  Savitch,  a  business  and
commercial  transactions  firm.  A member  of the  California  State Bar and the
American Bar Association,  Ms. Nelson  Stubenberg earned a Bachelor of Arts from
the  University  of Redlands and a Juris  Doctorate  from the  University of San
Diego School of Law.

Compliance  with Section 16(a) of the Securities  Exchange Act of 1934.  Section
16(a) of the Securities  Exchange Act of 1934, as amended,  requires the Company
directors,  executive  officers  and persons who own more than 10 percent of the
Company's  Class A Common  Stock to file  reports of  ownership  and  changes in
ownership with the SEC.  Directors,  officers and  stockholders  of more than 10
percent  of the  Company's  Class  A  Common  Stock  are  required  by  the  SEC
regulations  to furnish the Company with copies of all Section  16(a) forms they
file.

Based solely on review of the copies of such forms furnished to the Company,  or
written  representations  that  such  filings  were not  required,  the  Company
believes that since July 1, 1998,  through the end of the 1999 fiscal year,  all
Section  16(a) filing  requirements  applicable to its  directors,  officers and
stockholders  of more than 10 percent of the Company's Class A Common Stock were
complied  with  except  as  follows:  (i)  one  report  (Form  3)  covering  one
transaction inadvertently was filed late by Mr. Aiello; (ii) one report (Form 3)
covering one transaction  inadvertently  was filed late by Mr. Dower;  (iii) one
report (Form 3) covering  one  transaction  inadvertently  was filed late by Mr.
Bitters;  (iv)  two  reports  (Form 4 and  Form  5)  covering  two  transactions



<PAGE>8


inadvertently  were  filed  late by Mr.  McGettigan;  (v) one  report  (Form  4)
covering one transaction  inadvertently  was filed late by Mr. Esquer;  and (vi)
one report (Form 5) covering one transaction inadvertently was filed late by Mr.
Mazanec.  Additionally, the Company has not received copies of a Form 5 from two
(2) former officers of the Company.

Item 10.   Executive Compensation.

The following table sets forth the aggregate cash compensation paid for the past
three  fiscal  years by the Company  and its  predecessors  for  services of Mr.
Sperberg  (Chief  Executive  Officer),  and the  four  most  highly  compensated
executive  officers  whose  compensation  exceeds  $100,000  per  year:  Messrs.
Sutcliffe  (President),  Mazanec (Senior Vice President),  Davidson (Senior Vice
President) and Aiello (Vice President).


                [Remainder of page intentionally left blank]




<PAGE>9

<TABLE>
<CAPTION>

                         SUMMARY COMPENSATION TABLE


                                                                       Long Term Compensation

                                     Annual Compensation                          Awards             Payouts

<S>                   <C>      <C>            <C>          <C>             <C>         <C>           <C>         <C>
                                                                           Restricted  Securities
                                                           Other Annual    Stock       Underlying    LTIP        All Other
Name and              Fiscal   Salary         Bonus        Compensation    Awards(s)   Options       Payouts     Compensation
Principal Position    Year     ($)            ($)          ($)             ($)         (#)           ($)         ($)
------------------    ------   ------         -----        ------------    ----------  ----------    -------     ------------

Richard T. Sperberg   1999     $175,000       $ -0-        $12,372 (4)        -0-      -0-              -0-      $ -0-
CEO                   1998     $149,125 (2)   $32,500      $17,889 (4)        -0-      126,954 (7)      -0-      $ -0-
                      1997     $136,000       $ -0-        $15,781 (4)        -0-      314,616 (8)      -0-      $ -0-

S. Lynn Sutcliffe (1) 1999     $278,486       $ -0-        $6,600 (4)         -0-      -0-              -0-      $ -0-
President

Frank J. Mazanec      1999     $140,000       $40,000      $8,909 (4)         -0-      -0-              -0-      $ -0-
Senior Vice           1998     $137,154 (2)   $22,083      $10,923 (4) (5)    -0-      75,000 (9)       -0-      $ -0-
President             1997     $127,000       $ -0-        $64,471 (4) (5)    -0-      268,352 (10)     -0-      $ -0-

Keith G. Davidson     1999     $140,000       $40,000      $8,385 (4)         -0-      -0-              -0-      $ -0-
Senior Vice           1998     $121,342 (2)   $23,333      $7,702 (4) (5)     -0-      140,000 (11)     -0-      $ -0-
President             1997     $102,000       $ -0-        $20,838 (4) (5)    -0-      119,118 (12)     -0-      $ -0-

Dominick J. Aiello (1)1999     $120,000       $36,000 (3)  $65,741 (4) (6)    -0-      164,281 (13)     -0-      $ -0-
Vice President

</TABLE>

(1)     Messrs.  Sutcliffe and Aiello are executive  officers of the Company but
        employees of SYCOM  Corporation.  In connection  with the acquisition of
        the assets of SYCOM,  LLC, and as an integral  part of the  transactions
        contemplated  by the  underlying  asset  purchase  and  sale  agreement,
        pursuant to a Sale and Noncompetition Agreement the Company acquired the
        right to the  services and  expertise  of all of the  employees of SYCOM
        Corporation,  including Messrs. Sutcliffe and Aiello. In accordance with
        the terms and conditions of the Sale and Noncompetition  Agreement,  the
        Company  reimburses  SYCOM  Corporation  for  the  costs  of  the  SYCOM
        Corporation  employees at their current salary and fringe benefit levels
        (including reasonable general and administrative costs). Because Messrs.
        Sutcliffe and Aiello became officers of the Company in fiscal year 1999,
        information  for  Messrs.  Sutcliffe  and Aiello is being  reported  for
        fiscal year 1999 only.

(2)     In fiscal year 1997,  certain executive officers agreed to defer certain
        portions of their base salary and other  compensation from approximately
        December 1, 1996 through June 30, 1997. This deferred  compensation  was
        repaid on December  31,  1997,  with  simple  interest at the rate of 15
        percent per annum.

(3)     Mr. Aiello was entitled to a management bonus of $72,000,  and he agreed
        to accept payment of one-half of this bonus, plus certain commissions as
        disclosed  in footnote  (6) below,  in the form of a five year option to
        purchase 164,281 shares of the Company's Class A Common Stock at $0.4185
        per share, which options are fully vested.

(4)     Includes a company  car or car  expense  allowance  and  premiums  for
        life insurance.



<PAGE>10


(5)  Includes  commissions  paid  or  advanced  in  connection  with  negotiated
     customer contracts pursuant to the commission policy of the Company.

(6)  Pursuant to the  commission  policy of SYCOM  Corporation,  Mr.  Aiello was
     entitled to certain  commissions  payable in cash,  and he agreed to accept
     payment of one-half of these commissions, plus certain bonuses as disclosed
     in  footnote  (3)  above,  in the form of a five year  option  to  purchase
     164,281 shares of the Company's  Class A Common Stock at $0.4185 per share,
     which options are fully vested.

(7)  Includes a five year  option to purchase  126,954  shares of Class A Common
     Stock at $0.704 per share  granted on April 1, 1998,  subject to vesting as
     follows: 42,318 shares vested on April 1, 1999, and 42,318 shares will vest
     on April 1 in each of fiscal year 2000 and 2001.

(8)  Includes  (i) a five year  option  to  purchase  250,000  shares of Class A
     Common  Stock at $0.3251 per share  granted on March 13,  1997,  subject to
     vesting as follows:  83,334  shares  vested on each of March 13, 1998,  and
     March 13, 1999;  and 83,333  shares vest on March 13,  2000;  and (ii) a 10
     year option to purchase  64,616  shares of Class A Common  Stock at $0.2956
     per share,  as repriced on March 13, 1997 (which options are fully vested).
     Mr. Sperberg  previously  reported five year options to purchase (i) 38,100
     shares of Class A Common  Stock at $0.2956 per share,  as repriced on March
     13, 1997,  which  options were  exercised in January  1998;  and (ii) 4,000
     shares of Class A Common  Stock at $0.2956 per share,  as repriced on March
     13, 1997, which options were exercised in February 1999.

(9)  Includes a five year  option to  purchase  75,000  shares of Class A Common
     Stock at $0.64 per share  granted on April 1,  1998,  subject to vesting as
     follows:  25,000 shares vested on April 1, 1999;  and 25,000 shares vest on
     April 1 in each of fiscal year 2000 and 2001.

(10) Includes (i) a 10 year option to purchase  250,000 shares of Class A Common
     Stock at $0.2956 per share granted on March 13, 1997, subject to vesting as
     follows:  83,334  shares  vested  on each of March 13,  1998 and 1999;  and
     83,333 shares vest on March 13, 2000; and (ii) a 10 year option to purchase
     18,352 of Class A Common  Stock at $0.2956 per share,  as repriced on March
     13, 1997 (which options are fully vested).  Mr. Mazanec previously reported
     five year  options to purchase  (i) 9,300 shares of Class A Common Stock at
     $0.2956 per share,  as  repriced  on March 13,  1997,  which  options  were
     exercised in December 1997 (500) and January 1998  (8,800);  and (ii) 4,000
     shares of Class A Common  Stock at $0.2956 per share,  as repriced on March
     13, 1997, which options were exercised in February 1999.

(11) Includes 10 year  options to purchase  (i) 40,000  shares of Class A Common
     Stock at $0.53 per share granted on October 27, 1997, subject to vesting as
     follows:  13,334  shares  vested on each of October 27, 1998 and 1999;  and
     13,333 shares vest on October 27, 2000;  and (ii) 100,000 shares of Class A
     Common  Stock at $0.64 per  share  granted  on April 1,  1998,  subject  to
     vesting as  follows:  33,334  shares  vested on April 1,  1999;  and 33,333
     shares vest on April 1 in each of fiscal year 2000 and 2001.

(12) Includes 10 year options to purchase  (i) 100,000  shares of Class A Common
     Stock at $0.2956 per share granted on March 13, 1997, subject to vesting as
     follows:  33,334  shares  vested  on each of March 13,  1998 and 1999;  and
     33,333  shares vest on March 13,  2000;  and (ii) 19,118  shares of Class A
     Common Stock at $0.2956 per share  granted on May 22, 1996,  as repriced on
     March 13, 1997 (which options are fully vested).

(13) As disclosed in footnotes (3) and (6) above, includes a five year option to
     purchase  164,281  shares  of Class A Common  Stock at  $0.4185  per  share
     granted on May 26, 1999, which options are fully vested.




<PAGE>11



The following table sets forth options granted by the Company to the individuals
listed in the Summary Compensation Table.

<TABLE>
<CAPTION>
                             OPTION/SAR GRANTS IN LAST FISCAL YEAR
                                       INDIVIDUAL GRANTS

<S>                     <C>             <C>               <C>             <C>             <C>
                        Number of       Percentage
                        Securities      of Total
                        Underlying      Options/SARs
                        Options/SARs    Granted to        Exercise or     Market
                        Granted         Employees         Base Price      Price on Date   Expiration Date
Name                    (#)             In Fiscal Year    ($/Share)       of Grant
-------------------     ------------    --------------    -----------     -------------   ---------------

Richard T. Sperberg     -0-             N/A                N/A             N/A            N/A

S. Lynn Sutcliffe       -0-             N/A                N/A             N/A            N/A

Frank J. Mazanec        -0-             N/A                N/A             N/A            N/A

Keith G. Davidson       -0-             N/A                N/A             N/A            N/A

Dominick J. Aiello      164,281         12.7 (1)           $0.4185         $0.4185        5/26/04

</TABLE>

 (1)    Mr. Aiello's  options are non-plan  options,  and were not granted under
        the  Company's  1993 Stock Option Plan.  This  percentage  is calculated
        based upon the total number of options  granted to employees of both the
        Company  under  the 1993  Stock  Option  Plan and SYCOM  Corporation  as
        non-plan options.


                         [Remainder of page intentionally left blank]



<PAGE>12


<TABLE>
<CAPTION>

              Aggregated Option/SARs Exercises in Last Fiscal Year and
                         FISCAL YEAR-END OPTION/SARS VALUES

<S>                         <C>              <C>          <C>                       <C>
                                                                Number of              Value of
                                                          Securities Underlying       Unexercised
                              Shares                           Unexercised           In-the-Money
                             Acquired                      Options/SARs at FY           Options
                                On            Value              End (#)               at FY End
                             Exercise        Realized         Exercisable/           Exercisable/
          Name                 (#)             ($)            Unexercisable         Unexercisable*
  -------------------        --------        --------     ---------------------     --------------

  Richard T. Sperberg         4,000          $1,568         584,190/167,969         $16,242/$1,650


  S. Lynn Sutcliffe           -0-            $ -0-          -0-/ -0-                $ -0-/$ -0-


  Frank J. Mazanec            4,000          $2,193         264,571/133,333         $9,140/$4,117


  Keith G. Davidson           -0-            $ -0-          250,932/126,665         $10,888/$1,647

  Dominick J. Aiello          -0-            $ -0-          164,281/ -0-            $ -0-/$ -0-


</TABLE>

     *Based upon the average price of $0.345 as of June 30, 1999.

Directors' Compensation.  Prior to June 1, 1998, directors who are not employees
of the Company were not compensated,  other than the grant of stock options, for
their service on the Board of Directors. Beginning June 1, however, non-employee
directors  are  paid a fixed  fee for  personal  attendance  at a Board  meeting
($1,000 per  meeting),  or for  attendance  at a meeting via  telephone  ($750).
Additionally,  non-employee directors' out-of-pocket  expenditures currently are
reimbursed. Non-employee directors also receive periodic grants of stock options
issued under the Company's 1993 Stock Option Plan.  Each  non-employee  director
automatically  is granted an option to purchase  25,000 shares of Class A Common
Stock on the date he or she  becomes  a  director  of the  Company,  and on each
anniversary date thereafter.  The exercise price is the fair market value of the
Company's  Class A Common  Stock on the date of  becoming a director  and on the
anniversary  date,  as  appropriate.  Each  option when  granted is  immediately
exercisable  and has a five year term.  Directors  who also are  officers of the
Company do not receive additional compensation for serving as directors.

Employment  Agreements with Executive  Officers.  In June 1998, when the Company
acquired LTS, Mr. Royal  executed an Employment  Agreement  with the Company and
LTS (together referred to in the Employment Agreement as the "Company") pursuant
to which the Company  secured the services of Mr.  Royal on an  exclusive  basis
(upon the terms and  conditions  set forth in the  Employment  Agreement)  until
March 31, 2000 (unless  terminated  earlier in  accordance  with the  Employment
Agreement)  at a base  salary of  $125,000  per year,  subject to  increases  as
determined by the Company's  Board of Directors  based upon a number of factors.
Mr. Royal also receives a monthly car allowance,  and is entitled to participate
in employee benefit and fringe benefits plans that LTS makes available generally
to its employees.  Mr. Royal also is entitled to certain bonus and/or  severance
payments.  Under the terms of the Employment Agreement,  Mr. Royal is prohibited
from engaging in any activity  competitive  with the Company  during the term of
the Employment Agreement. As previously disclosed,  the Company is exploring the
sale or disposition of LTS.



<PAGE>13

Item 11.   Security Ownership of Certain Beneficial Owners and Management.

The following  table sets forth certain  information  about the ownership of the
Company's  Class A Common  Stock as of October 26,  1999,  by (i) those  persons
known by the Company to be the  beneficial  owners of more than 5 percent of the
total  number of  outstanding  shares of any class  entitled to vote;  (ii) each
director and highly compensated officer; and (iii) all directors and officers of
the Company as a group.  The table  includes  Class A Common Stock issuable upon
the exercise of Options or Warrants that are exercisable  within 60 days. Except
as indicated in the  footnotes to the table,  the named persons have sole voting
and  investment  power with respect to all shares of the Company  Class A Common
Stock shown as beneficially  owned by them,  subject to community  property laws
where applicable.  The ownership figures in the table are based on the books and
records of the Company.



                                                    Class A Common Stock

Name and Address                               Amount of
of Beneficial Owner                            Ownership       Percent of Class
-----------------------------------            -----------     ----------------

Dominick J. Aiello
27 Worlds Fair Drive, First Floor              164,281 (1)             *
Somerset, NJ 08873

Timothy G. Clark
701 Palomar Airport Road, Suite 200            175,000 (2)             *
Carlsbad, CA 92009

Keith G. Davidson
701 Palomar Airport Road, Suite 200            298,295 (3)            1.58
Carlsbad, CA 92009

William M. Gary III
701 Palomar Airport Road, Suite 200          1,837,947 (4)            9.85
Carlsbad, CA 92009

Gruber & McBaine Capital Management., LLC
50 Osgood Place                              4,502,073 (5)           20.45
San Francisco, CA 94133

Jon D. Gruber
50 Osgood Place                              9,675,041 (6)           38.13
San Francisco, CA 94133

H. Tate Holt
701 Palomar Airport Road, Suite 200            348,082 (7)            1.85
Carlsbad, CA 92009

Lagunitas Partners, L.P.
50 Osgood Place
San Francisco, CA 94133                      4,233,102 (8)           19.28




<PAGE>14

Thomas Lloyd-Butler
50 Osgood Place                              4,510,073 (9)           20.05
San Francisco, CA 94133

Frank J. Mazanec
Mazanec Family Trust                           728,709 (10)           3.85
701 Palomar Airport Road, Suite 200
Carlsbad, CA 92009

J. Patterson McBaine
50 Osgood Place                              9,668,441 (11)          38.10
San Francisco, CA 94133

Charles C. McGettigan
50 Osgood Place                              5,554,468 (12)          24.97
San Francisco, CA 94133

Proactive Investment Managers, L.P.
50 Osgood Place                              5,049,468 (13)          22.95
San Francisco, CA 94133

Proactive Partners, L.P.
50 Osgood Place                              4,909,633 (14)          22.40
San Francisco, CA 94133

Richard T. Sperberg
701 Palomar Airport Road, Suite 200          3,115,082 (15)          15.93
Carlsbad, CA 92009

S. Lynn Sutcliffe
27 Worlds Fair Drive, First Floor            1,750,000 (16)           9.39
Somerset, NJ 08873

SYCOM Enterprises, LLC
27 Worlds Fair Drive, First Floor            1,750,000 (17)           9.39
Somerset, NJ 08873

Westar Capital, Inc.
818 South Kansas Street                      7,745,600 (18)          35.39
Topeka, KS 66601

Myron A. Wick III
50 Osgood Place                              5,049,468 (19)          22.95
San Francisco, CA 94133

All Directors and Officers as a Group(17)   13,098,266 (20)          52.54


(1)  Includes  Options  to  purchase  164,281  shares  of Class A  Common  Stock
     exercisable until May 26, 2004. Additionally,  in August 1999 in connection
     with the  private  placement  of shares of Series E  Convertible  Preferred
     Stock to certain existing  shareholders of the Company,  certain  executive
     officers  of  the  Company,  including  Mr.  Aiello,  entered  into  Salary
     Reduction  Agreements pursuant to which they agreed to reductions in salary
     and/or  commissions  owed (for a six month  period from August 1999 through
     January  2000) in exchange  for shares of Class A Common  Stock and certain
     Warrants. Under the terms of the Salary Reduction Agreements, the shares of
     Class A Common Stock and Warrants are subject to forfeiture in the event
     the officer  voluntarily terminates his or her employment during the
     six-month reduction period. In the event of involuntary termination by the
     Company, however, the officer is entitled to a prorata portion of such
     stock and Warrants (as earned through the date of termination).


<PAGE>15

         Thus the table does not reflect all or any prorata portion of 50,000
         shares of Class A Common Stock and 25,000 shares of Class A Common
         Stock underlying  Warrants  expiring August 13, 2009, that Mr. Aiello
         will be entitled to (immediately or upon the exercise of the Warrants)
         under the terms of his Salary Reduction Agreement.

          Each of the Salary Reduction  Agreements  entered into by certain
          executive officers of the Company,  as  described  above, hereinafter
          in these footnotes shall be referred to as the "Salary Reduction
          Agreement."

     (2)  Includes Options to purchase 50,000,  25,000,  25,000,  25,000, 25,000
          and 25,000  shares of Class A Common Stock  exercisable  until January
          25, 2001, October 3, 2001, April 23, 2002, October 3, 2002, October 3,
          2003, and October 3, 2004, respectively.

     (3)  In  addition to 34,030  shares of Class A Common  Stock over which Mr.
          Davidson has sole voting and investment  power (which number  includes
          30,600  shares  held by Mr.  Davidson's  minor  children),  the  table
          reflects   264,265  shares  of  Class  A  Common  Stock  that  may  be
          immediately  acquired upon the exercise of Options  expiring August 9,
          2005 (70,000 shares),  November 20, 2005 (37,072 shares),  January 25,
          2006 (11,407  shares),  May 22, 2006 (19,118  shares),  March 13, 2007
          (66,667 shares), October 28, 2007 (26,667) and April 1, 2008 (33,334).
          The table does not reflect  33,333 shares of Class A Common Stock that
          may be acquired upon the exercise of Options  expiring March 13, 2007,
          in the event a change in control is deemed to have  occurred.  In this
          event,  Mr.  Davidson's  percent  of  class  ownership  would  be 1.75
          percent.

         Additionally, as previously disclosed, in August 1999 certain executive
          officers of the Company, including Mr. Davidson, entered into a Salary
          Reduction  Agreement.  Thus  the  table  does not  reflect  all or any
          prorata  portion of 90,000  shares of Class A Common  Stock and 50,000
          shares of Class A Common Stock underlying Warrants expiring August 13,
          2009,  that Mr.  Davidson will be entitled to (immediately or upon the
          exercise  of the  Warrants)  under the terms of his  Salary  Reduction
          Agreement.

     (4)  The table reflects an aggregate of 1,545,926  shares of Class A Common
          Stock (which number  includes  130,000 shares held by Mr. Gary's minor
          children and family members) (i) of which 1,159,016 shares are subject
          to a Stockholders Agreement among certain stockholders of the Company,
          including Mr. Gary, and Westar Capital (the "Stockholders Agreement");
          and (ii) all of which shares are subject to a Voting  Agreement  among
          certain  stockholders of the Company,  including Mr. Gary,  SYCOM, LLC
          and SYCOM Corporation (the "Voting Agreement"). Under the Stockholders
          Agreement,  Westar  Capital  (i) has the right to  nominate  a certain
          number of  directors,  and the principal  stockholders  of the Company
          that are a party to the  Stockholders  Agreement,  including Mr. Gary,
          have agreed to vote for Westar Capital's nominees; and (ii) shall vote
          for the remaining nominees selected by the Nominating Committee of the
          Company. The Stockholders Agreement terminates the earlier of (i) five
          years after the date of the Agreement; or (ii) the date upon which the
          stockholdings  of Westar  Capital  and its  affiliates,  counted on an
          as-converted  basis,  falls below 10 percent of the outstanding Common
          Stock of the Company, calculated on a fully-diluted basis as specified
          in the Stockholders Agreement.

          Under the Voting Agreement (i)SYCOM, LLC and SYCOM Corporation  have
          the right to nominate a certain number of directors, and the principal
          stockholders of the Company that are a party to the Voting  Agreement,
          including Mr. Gary, have agreed to vote for such nominees; (ii) SYCOM,
          LLC and  SYCOM  Corporation  have  agreed  to vote  for the  remaining
          director  nominees  selected by the Company;  and (iii) all parties to
          the Voting  Agreement,  including Mr. Gary, have agreed to vote at the
          next annual  meeting to authorize  the issuance of  additional  common
          stock to permit the  conversion of the Series D Convertible  Preferred
          Stock to Class A Common Stock in accordance with the terms of the Sale
          and Noncompetition  Agreement among the Company, SYCOM Corporation and
          others. The Voting Agreement terminates June 30, 2001.

          Additionally the table reflects 292,021 shares of Class A Common Stock
          that are subject to an Agreement of Stock Purchase and Sale among
          Messrs. Gary, Esquer, Mazanec and Sperberg.  Messrs. Gary, Esquer and
          Sperberg have entered into such Agreement whereby they have sold,
          subject to payment and vesting schedules, shares of Onsite-Cal to
          Messrs. Esquer and Mazanec. Until a share is paid for all voting  and
          dispositive rights remain with the seller.  Upon vesting and  payment,
          each such purchaser of the Onsite-Cal  shares became entitled to the
          same number of the Company Class A Common Stock received by the
          sellers,  pursuant to the  Reorganization,  with respect to the shares
          sold.  The table reflects all adjustments for shares that have vested
          and been paid for in full.

     (5)  Gruber & McBaine  Capital  Management,  LLC ("Gruber & McBaine"),  the
          successor-in-interest to Gruber & McBaine Capital Management,  Inc., a
          California corporation, is an investment advisor and a general partner
          of  Lagunitas  Partners,  L.P.  Consequently,  Gruber & McBaine has or
          shares voting or dispositive  power over  3,377,073  shares of Class A
          Common Stock (which number includes 2,250,000 shares of Class A Common
          Stock  underlying  22,500  shares  of Series E  Convertible  Preferred
          Stock)  and  1,125,000  shares  of  Class A Common  Stock  that may be
          immediately  acquired upon the exercise of Warrants expiring August 2,
          2009. See also footnote (8).


<PAGE>16


     (6)  Mr. Gruber is a member of Gruber & McBaine  Capital  Management,  LLC,
          which is an  investment  advisor  and a general  partner of  Lagunitas
          Partners,  L.P.,  and is a general  partner  of  Proactive  Investment
          Managers,  L.P.,  which  also is an  investment  advisor  and  general
          partner of Proactive  Partners,  L.P., and Fremont Proactive Partners,
          L.P.  Consequently,  in addition  to 123,500  shares of Class A Common
          Stock over  which Mr.  Gruber has sole  voting  and  investment  power
          (which number  includes shares held by Mr. Gruber's family members and
          foundations),  Mr.  Gruber  also has or shares  voting or  dispositive
          power over  7,066,541  shares of Class A Common  Stock  (which  number
          includes  4,250,000 shares of Class A Common Stock  underlying  42,500
          shares of Series E Convertible  Preferred  Stock) and 2,485,000 shares
          of Class A Common  Stock  that may be  immediately  acquired  upon the
          exercise of Warrants  expiring  September 11, 2002, June 30, 2003, and
          August 2, 2009. See also footnotes (8) and (14).

     (7)  Includes   175,000  shares  of  Class  A  Common  Stock  that  may  be
          immediately acquired upon the exercise of Options expiring January 25,
          2001  (50,000  shares),  May 4, 2001 (25,000  shares),  April 23, 2002
          (25,000  shares),  May 4, 2002  (25,000  shares),  May 4, 2003 (25,000
          shares),  and May 4, 2004  (25,000).  Additionally  the table reflects
          30,000  shares held by Mr.  Holt's  children.  The table also reflects
          143,082  shares of Class A Common Stock that are subject to the Voting
          Agreement  among certain  stockholders  of the Company,  including Mr.
          Holt as the  President  of Holt &  Associates,  SYCOM,  LLC and  SYCOM
          Corporation.

     (8)  Includes  2,250,000 shares of Class A Common Stock  underlying  22,500
          shares of Series E Convertible Preferred Stock and 1,125,000 shares of
          Class A  Common  Stock  that  may be  immediately  acquired  upon  the
          exercise of Warrants expiring August 2, 2009, and over which Lagunitas
          Partners, L.P. ("Lagunitas") has sole voting and investment power. The
          table also  reflects an aggregate of 858,102  shares of Class A Common
          Stock (i) of which  550,982  shares are  subject  to the  Stockholders
          Agreement  among  certain  stockholders  of  the  Company,   including
          Lagunitas,  and  Westar  Capital;  and (ii) all of  which  shares  are
          subject to the Voting  Agreement  among  certain  stockholders  of the
          Company, including Lagunitas, SYCOM, LLC and SYCOM Corporation.

     (9)  Mr.  Lloyd-Butler is a member of Gruber & McBaine Capital  Management,
          LLC,  an  investment  advisor  and  a  general  partner  of  Lagunitas
          Partners, L.P. Consequently,  in addition to the 8,000 shares of Class
          A Common Stock over which he has sole voting and investment power, Mr.
          Lloyd-Butler has or shares voting or dispositive  power over 3,377,073
          shares of Class A Common Stock (which number includes 2,250,000 shares
          of  Class  A  Common  Stock  underlying  22,500  shares  of  Series  E
          Convertible  Preferred  Stock) and 1,125,000  shares of Class A Common
          Stock that may be  immediately  acquired upon the exercise of Warrants
          expiring August 2, 2009. See also footnote (8).

     (10) Includes   264,571  shares  of  Class  A  Common  Stock  that  may  be
          immediately  acquired upon the exercise of Options  expiring  November
          20, 2005 (7,736  shares),  January 25, 2006 (46,816  shares),  May 22,
          2006 (18,352 shares),  March 13, 2007 (166,667  shares),  and April 1,
          2008  (25,000).  Additionally,  the table  reflects  187,757 shares of
          Class A Common  Stock  over  which Mr.  Mazanec,  as a trustee  of the
          Mazanec Family Trust,  has or shares voting or dispositive  power. The
          table does not reflect  83,333 shares of Class A Common Stock that may
          be acquired upon the exercise of Options  expiring  March 13, 2007, in
          the event a change in  control  is  deemed to have  occurred.  In this
          event, Mr. Mazanec's  percent of class ownership would be 4.28 percent

          The table also  reflects  276,381  shares of Class A Common Stock that
          are subject to an Agreement of Stock  Purchase and Sale among  Messrs.
          Mazanec,  Esquer, Gary and Sperberg. As previously disclosed,  Messrs.
          Esquer,  Gary and Sperberg  have entered into such  Agreement  whereby
          they have sold,  subject to payment and vesting  schedules,  shares of
          Onsite-Cal  to Messrs.  Esquer and Mazanec.  Until a share is paid for
          all voting and dispositive rights remain with the seller. Upon vesting
          and payment,  each such  purchaser  of the  Onsite-Cal  shares  became
          entitled  to the same  number  of the  Company  Class A  Common  Stock
          received by the sellers, pursuant to the Reorganization,  with respect
          to the shares sold. The table reflects all adjustments for shares that
          have  vested and been paid for in full.

          Additionally,as previously disclosed, in August 1999 certain executive
          officers of the Company, including Mr. Mazanec, entered into a Salary
          Reduction Agreement. Thus the table does not reflect all or any
          prorata portion of 90,000 shares of Class A Common  Stock and  50,000
          shares of Class A Common Stock underlying Warrants expiring August 13,
          2009, that Mr. Mazanec will be entitled to  (immediately  or upon the
          exercise of the Warrants) under the terms of his Salary Reduction
          Agreement.

     (11) Mr. McBaine is a member of Gruber & McBaine Capital  Management,  LLC,
          an  investment  advisor and a general  partner of Lagunitas  Partners,
          L.P., and is a general partner of Proactive Investment Managers, L.P.,
          also  an  investment  advisor  and  a  general  partner  of  Proactive
          Partners, L.P., and Fremont Proactive Partners, L.P. Consequently,  in
          addition to the 116,900  shares of Class A Common  Stock over which he
          has sole voting and  investment  power (which number  includes  shares
          held by Mr.  McBaine's  family  members),  Mr.  McBaine  has or shares
          voting or dispositive  power over  7,066,541  shares of Class A Common
          Stock (which number includes  4,250,000 shares of Class A Common Stock
          underlying 42,500 shares of Series E Convertible  Preferred Stock) and
          2,485,000  shares  of Class A  Common  Stock  that may be  immediately
          acquired  upon the exercise of Warrants  expiring  September 11, 2002,
          June 30, 2003, and August 2, 2009. See also footnotes (8) and (14).




<PAGE>17



     (12) Includes Options to purchase 75,000,  25,000,  25,000,  25,000, 25,000
          and 25,000  shares of Class A Common Stock  exercisable  until January
          25, 2001, July 13, 2001, April 23, 2002, July 13, 2002, July 13, 2003,
          and July 13,  2004,  respectively.  In addition  to 305,000  shares of
          Class A Common  Stock in which  Mr.  McGettigan  has sole  voting  and
          investment  power (which  number  includes  250,000  shares of Class A
          Common Stock underlying 2,500 shares of Series E Convertible Preferred
          Stock),  Mr.  McGettigan is a general partner of Proactive  Investment
          Managers,  L.P.,  an  investment  advisor  and a  general  partner  of
          Proactive Partners, L.P., and Fremont Proactive Partners, L.P., and is
          a general  partner of McGettigan,  Wick & Co., Inc., and  consequently
          has or shares voting or  dispositive  power over  3,689,468  shares of
          Class A Common Stock (which number includes  2,250,000 shares of Class
          A Common  Stock  underlying  22,500  shares  of  Series E  Convertible
          Preferred  Stock),  and 1,360,000  shares of Class A Common Stock that
          may be  immediately  acquired  upon the exercise of Warrants  expiring
          September  11,  2002,  June 30,  2003,  and August 2,  2009.  See also
          footnote (14).

     (13) Proactive Investment  Managers,  L.P. ("PIM"), is a general partner of
          Proactive Partners,  L.P., and Fremont Proactive  Partners,  L.P., and
          consequently has or shares voting or dispositive  power over 3,689,468
          shares of Class A Common Stock (which number includes 2,250,000 shares
          of  Class  A  Common  Stock  underlying  22,500  shares  of  Series  E
          Convertible  Preferred  Stock) and 1,280,000  shares of Class A Common
          Stock that may be  immediately  acquired upon the exercise of Warrants
          expiring  September 11, 2002,  June 30, 2003,  and August 2, 2009. The
          table also reflects  80,000 shares of Class A Common Stock that may be
          immediately  acquired upon the exercise of Warrants  expiring June 30,
          2003,  and over which PIM has sole voting and  investment  power.  See
          also footnote (14).

     (14) In addition  to  2,036,678  shares of Class A Common  Stock over which
          Proactive Partners,  L.P. ("Proactive") has sole voting and investment
          power (which number includes  2,000,000 shares of Class A Common Stock
          underlying 20,000 shares of Series E Convertible Preferred Stock), the
          table  reflects  1,280,000  shares of Class A Common Stock that may be
          immediately  acquired upon the exercise of Warrants expiring September
          11, 2002,  June 30, 2003,  and August 2, 2009. The table also reflects
          an aggregate of 1,592,955  shares of Class A Common Stock (i) of which
          1,073,905  shares are  subject  to the  Stockholders  Agreement  among
          certain stockholders of the Company,  including Proactive,  and Westar
          Capital;  and (ii) all of  which  shares  are  subject  to the  Voting
          Agreement  among  certain  stockholders  of  the  Company,   including
          Proactive, SYCOM, LLC and SYCOM Corporation.

     (15) Includes   584,190  shares  of  Class  A  Common  Stock  that  may  be
          immediately  acquired upon the exercise of Options  expiring August 9,
          2005 (150,000 shares), November 20, 2005 (107,781 shares), January 25,
          2006 (52,808  shares),  May 22, 2006 (64,616  shares),  March 13, 2002
          (166,667 shares), and April 1, 2003 (42,318),  325,988 shares of Class
          A Common Stock that may be  immediately  acquired upon the exercise of
          Warrants  expiring September 11, 2002, and 4,090 shares over which Mr.
          Sperberg  has sole  voting and  investment  power.  The table does not
          reflect  83,333  shares of Class A Common  Stock that may be  acquired
          upon the exercise of Options  expiring  March 13, 2002, in the event a
          change in  control  is deemed to have  occurred.  In this  event,  Mr.
          Sperberg's  percent of class  ownership  would be 15.93  percent.

          The table also reflects an aggregate of 1,848,922 shares of Class A
          Common Stock (including 70,545 shares held by Mr. Sperberg's minor
          son), (i) of which 1,216,097  shares are subject to the  Stockholders
          Agreement among certain stockholders of the Company, including Mr.
          Sperberg, and Westar Capital; and (ii) all of which shares are subject
          to the Voting Agreement  among certain  stockholders  of the Company,
          including Mr. Sperberg, and SYCOM, LLC and SYCOM Corporation.

          Additionally the table reflects 351,892 shares of Class A Common Stock
          that are subject to an Agreement of Stock Purchase and Sale among
          Messrs.  Sperberg,  Esquer, Gary and Mazanec. As previously disclosed,
          Messrs.  Sperberg,  Esquer and Gary have  entered  into such Agreement
          whereby  they have sold, subject to payment  and vesting  schedules,
          shares of  Onsite-Cal  to Messrs.  Esquer and Mazanec.  Until a share
          is paid for all voting and dispositive  rights remain with the seller.
          Upon vesting and payment, each such purchaser of the Onsite-Cal shares
          became  entitled to the same  number  of the  Company  Class A Common
          Stock  received  by the sellers,  pursuant to the  Reorganization,
          with respect to the shares sold. The table reflects all  adjustments
          for shares that have vested and been paid for in full.

          Finally, as previously disclosed, in August 1999  certain  executive
          officers  of  the  Company, including  Mr. Sperberg, entered into a
          Salary Reduction  Agreement.  Thus the table does not reflect all or
          any prorata  portion of 87,500 shares of Class A Common Stock and
          43,750 shares of Class A Common  Stock  underlying Warrants  expiring
          August 13, 2009, that Mr. Sperberg will be entitled to (immediately or
          upon the exercise of the Warrants) under the terms of his Salary
          Reduction Agreement.

     (16) Mr.  Sutcliffe is the majority  shareholder  of SSBKK,  Inc., the sole
          member of SYCOM, LLC, and of SYCOM  Corporation,  and consequently has
          or shares voting or dispositive power over 1,750,000 shares of Class A
          Common Stock.  Additionally,  as previously disclosed,  in August 1999
          certain  executive  officers of the Company,  including Mr. Sutcliffe,
          entered  into a Salary  Reduction  Agreement.  Thus the table does not
          reflect all or any prorata portion of 139,000 shares of Class A Common
          Stock and 69,500  shares of Class A Common Stock  underlying  Warrants
          expiring  August 13,  2009,  that Mr.  Sutcliffe  will be  entitled to
          (immediately  or upon the exercise of the Warrants) under the terms of
          his  Salary  Reduction  Agreement.  The table  also  does not  reflect
          157,500  shares  of  Series  D  Convertible  Preferred  Stock  (or the
          15,750,000  shares of Class A Common Stock underlying the same) issued



<PAGE>18

          to SYCOM  Corporation  that currently is being held in escrow under an
          Escrow Agreement because such shares are non-voting and the conditions
          precedent to the release of such shares will not be  satisfied  within
          the next 60 days. See also footnote (17).

     (17) Represents  1,750,000  shares of Class A Common Stock that are subject
          to the Voting  Agreement  among certain  stockholders  of the Company,
          SYCOM, LLC and SYCOM Corporation.

     (18) Includes the following securities that are subject to the Stockholders
          Agreement  among  certain  stockholders  of  the  Company  and  Westar
          Capital:  4,500,000  shares  of Class A Common  Stock,  and  3,245,600
          shares of Class A Common Stock  underlying  649,120 shares of Series C
          Convertible Preferred Stock.

     (19) Mr. Wick is a general partner of Proactive Investment Managers,  L.P.,
          an  investment  advisor and a general  partner of Proactive  Partners,
          L.P., and Fremont Proactive  Partners,  L.P., and is a general partner
          of McGettigan, Wick & Co., Inc., and consequently has or shares voting
          or dispositive power over 3,689,468 shares of Class A Common Stock and
          1,360,000  shares  of Class A  Common  Stock  that may be  immediately
          acquired  upon the exercise of Warrants  expiring  September 11, 2002,
          June 30, 2003, and August 2, 2009. See also footnote (14).

     (20) Includes  the  aggregate  of  ownership  of  Messrs.   Aiello,  Clark,
          Davidson,  Holt,  Mazanec,  McGettigan,  Sperberg and Sutcliffe as set
          forth in footnotes (1), (2), (3), (7), (10),  (12), (15) and (16), and
          an  aggregate  of 417,720 shares of Class A Common Stock held by other
          officers and  directors,  524,149  shares of Class A Common Stock that
          may be acquired  within the next sixty (60) days upon the  exercise of
          options held by other  officers (but not including any shares of Class
          A Common  Stock  and/or  shares  of Class A  Common  Stock  underlying
          Warrants expiring August 13, 2009, that such officers will be entitled
          to  (immediately or upon the exercise of the Warrants) under the terms
          of their respective Salary Reduction  Agreements),  and 374,372 shares
          of Class A Common Stock that are subject to a Stock Purchase Agreement
          among Hector A. Esquer, and Messrs.  Gary,  Mazanec and Sperberg.  For
          purposes  of  calculating   this   footnote,   the  number  of  shares
          attributable  to Mr. Sperberg does not include 351,892 shares that are
          subject to the above Stock Purchase Agreement because these shares are
          counted as owned by Messrs. Mazanec and Esquer.

* Less than one percent (1%).

Item 12.   Certain Relationships and Related Transactions.

Guaranty of Bonds.  In  connection  with the Company's  acquisition  of OBS, the
Company  entered into a Transition  Agreement  pursuant to which Westar  Energy,
Inc. ("Westar Energy"), a sister corporation to Westar Capital, a shareholder of
the  Company,  agreed,  for a period of one year  after the  closing  of the OBS
acquisition  (November  1997),  to maintain an indemnity  agreement  with Westar
Capital  at a level  sufficient  to  provide  credit  support to OBS for bid and
performance  bonds required to be posted in connection with OBS's business.  OBS
pays all actual and  out-of-pocket  fees and costs  associated with these bonds.
OBS (individually or with the Company)  currently has three bonds outstanding on
projects that are in the final stages of completion  and for which Westar Energy
and/or Westar Capital have provided the requisite credit support. Westar Capital
is a 5 percent or more shareholder of the Company.

Westar Transaction.  As previously disclosed, in February 1998, OMS acquired the
operating assets of Mid-States Armature in exchange for $290,000.  In connection
with this  transaction,  the Company  executed an agreement  with Westar  Energy
pursuant to which Westar Energy agreed to loan to the Company an amount equal to
the amount paid by the Company for the  operating  assets.  In April 1998,  this
loan was made by Westar Energy to the Company, and was to be repaid by the first
anniversary of the closing of the asset acquisition. Pursuant to a February 1999
settlement agreement entered into by the Company,  Westar Capital, Westar Energy
and Western  Resources in connection with litigation  among the parties,  Westar
Energy,  Westar Capital and Western  Resources  agreed to apply certain payments
due from Western Resources to OES under existing water treatment plant contracts
to repayment of the subject loan in the event the same was not repaid as  above.
Westar Capital is a 5 percent or more shareholder of the Company.


<PAGE>19


Guaranty of  Performance.  In March 1998,  the  Company  entered  into an energy
services  agreement with a customer to install energy  efficient  equipment in a
large  number  of  the  customer's  facilities.  A  condition  precedent  to the
customer's execution of its agreement,  however, was the customer's receipt of a
guaranty  from  Westar  Capital,  guaranteeing  the payment  obligations  of the
Company  under  the  customer  agreement.   Accordingly,  in  exchange,  and  as
consideration  for,  Westar  Capital's  execution of the  guaranty,  the Company
agreed, in essence, to indemnify Westar Capital in the event Westar Capital must
perform under its guaranty,  executed a promissory note to cover any amounts the
Company may owe to Westar  Capital as a result of Westar  Capital's  performance
under its  guaranty,  and  granted  Westar  Capital a security  interest  in the
Company's  assets to secure its  payment  of the note.  The  security  agreement
includes certain exceptions in the security interest granted therein. No amounts
currently are outstanding  under the note. Westar Capital is a 5 percent or more
shareholder of the Company.

Engagement of Investment  Advisor.  In connection with acquisition of the assets
of SYCOM,  LLC, the Company  engaged  McGettigan Wick & Co., Inc., an investment
banking firm  ("McGettigan  Wick"),  to assist the Company in the  structure and
negotiation of the transaction.  Under the terms of the engagement,  the Company
agreed to pay McGettigan Wick $50,000 one year after the closing the transaction
(which was June 30, 1998), and issue warrants to McGettigan Wick (which warrants
immediately were transferred by McGettigan Wick to its affiliates, Proactive and
Proactive Investment Managers,  L.P. ("PIM")) to acquire 160,000 shares of Class
A Common  Stock of the Company at the exercise  price of $1.17 per share,  which
was  the  current  price  of the  Company's  Class  A  Common  Stock  on the OTC
Electronic  Bulletin Board on June 30, 1998.  These warrants  subsequently  were
repriced on May 26, 1999,  to $0.4185 per share,  which was the current price of
the Company's Class A Common Stock on May 26, 1999. Mr.  McGettigan is a general
partner of Proactive and PIM, 5 percent or more shareholders of the Company, and
is the Chairman of the Board of Directors of the Company.

Outstanding Obligations.  Under agreements with Western Resources, OES maintains
equipment  for  supplying  demineralized  water for boiler makeup water that OES
installed at Western  Resources'  Lawrence  Energy  Center and  Tecumseh  Energy
Center. As of the fiscal year ended June 30, 1999, OBS had outstanding  accounts
receivable  from  Western  Resources  in the amount of  $47,415.  As  previously
disclosed, Westar Capital is a 5 percent or more shareholder of the Company.

August 1999 Private  Placement.  In August 1999, the Company completed a private
placement of shares of Series E Convertible  Preferred Stock and the issuance of
warrants  to  purchase  shares  of the  Company  Class A Common  Stock  with Mr.
McGettigan,  the Chairman of the Board, and other related  investors,  including
Proactive and Lagunitas  Partners,  L.P.,  current  shareholders of the Company.
Terms of the  placement  include  the  issuance  of  50,000  shares  of Series E
Convertible  Preferred  Stock (which is  convertible  initially  into  5,000,000
shares of Class A Common Stock) in exchange for $1,000,000, warrants to purchase
1,250,000  shares of the Company  Class A Common  Stock at $0.50 per share,  and
warrants to purchase  1,250,000  shares of the Company  Class A Common  Stock at
$0.75 per  share.  As stated  above,  Mr.  McGettigan  is a general  partner  of
Proactive,  a 5 percent or more shareholder of the Company,  and is the Chairman
of the Board of Directors of the Company.


Item 13.    Exhibits and Reports on Form 8-K

No Form 8-Ks were filed  during the last  quarter of fiscal  year ended June 30,
1999.





<PAGE>20


                                SIGNATURES


Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the Company has duly caused this Form 10-KSB/A to be signed on its
behalf by the undersigned, thereunto duly authorized.



Date:   October 27, 1999                    /S/ RICHARD T. SPERBERG
                                            RICHARD T. SPERBERG
                                            Chief Executive Officer



Date:   October 27, 1999                    /S/ J. BRADFORD HANSON
                                            J. BRADFORD HANSON
                                            Chief Executive Officer