8-K

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K

                 Current Report Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934

                          Date of Report: May 17, 2004

                 (Date of earliest event reported: May 17, 2004)

                                  DynTek, Inc.
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             (Exact name of registrant as specified in its charter)

           Delaware                    1-11568                    95-4228470
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(State or other jurisdiction         (Commission                (IRS Employer
      of incorporation)              File Number)            Identification No.)

18881 Von Karman Avenue, Suite 250       Irvine, California         92612
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(Address of principal executive offices)                          (Zip Code)

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

                                       N/A
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          (Former name or former address, if changed since last report)


                                      -2-


Item 7. Exhibits.

      (c)   Exhibits.

            99.1  Press Release dated May 17, 2004 of the Registrant.

Item 12. Disclosure of Results of Operations and Financial Condition..

      On May 17,  2004,  DynTek,  Inc.  issued a press  release  announcing  its
results of  operations  for 3rd  Quarter  ended March 31,  2004.  A copy of that
release is furnished as Exhibit 99.1 to this Report.

The  information in this Current report on Form 8-K is being furnished and shall
not be deemed "filed" for purposes of Section 18 of the Securities  Exchange Act
of 19343, as amended,  or otherwise  subject to the liabilities of that Section.
The  information in this Current Report shall not be  incorporated  by reference
into any registration statement or other document pursuant to the Securities Act
of 1933, as amended.


                                      -3-


                                   SIGNATURES

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

Dated: May 17, 2004                           DYNTEK, INC.

                                              By: /s/ Steven J. Ross
                                                  ------------------------------
                                                  Name:  Steven J. Ross
                                                  Title: Chief Executive Officer


                                      -4-


                                  EXHIBIT INDEX

Exhibit Number                             Description
- --------------                             -----------

99.1                  Press Release, dated May 17, 2004, of the Registrant

EX-99.1

                                                                    Exhibit 99.1

                                                                   [LOGO] Dyntek
                                                                   PRESS RELEASE
================================================================================

For more information, contact:

Audrey Bold                         Rob Schatz / Rich Cooper
DynTek, Inc.                        Strategic Growth International
925-513-4571                        212-838-1444
audrey.bold@dyntek.com              info@sgi-ir.com

                     DynTek Reports EBITDA Positive Earnings
                          for the Third Fiscal Quarter

          Company Announces 22% Growth in Revenue, Higher Gross Margins
                          and Improved Working Capital

          Cyber Security Revenue Increases 250% over Prior Year Period

Irvine, CA -May 14, 2004- DynTek, Inc. (Nasdaq: DYTK, DYTKP, DYTKW), a leading
provider of technology, management and cyber security solutions to the state and
local government sector, today announced results for its third fiscal quarter
ended March 31, 2004.

Revenues during the fiscal quarter increased to $12 million with a gross margin
on sales of 21%, as compared to revenues of $9.8 million and a gross margin of
14% during the prior quarter ended December 31, 2003. Selling, general and
administrative expenses decreased by 19% from the prior quarter. The company's
earnings before amortization, depreciation, interest and tax expense (EBITDA)
were positive during the third quarter, compared to a $5.4 million loss in the
second fiscal quarter.

The company also improved its working capital position by over $4 million during
the third fiscal quarter. Following the quarter end, the company's working
capital position improved an additional $8 million.

"The operational changes and investments we have made over the past several
quarters returned significant results in the third fiscal quarter," said Steve
Ross, DynTek's chief executive officer. "We have realized substantial increases
in both revenue and earnings from operations, and we project that trend to
continue in the fourth fiscal quarter."

Ross continued, "Our security practice continues to gain critical mass,
bolstered by a growing team of nationally recognized industry experts, new
contract vehicles and partnerships. Our revenue from security-related solutions
over the past four quarters has increased 250% over the prior comparable period.
We are also pursuing additional strategic acquisitions to further enhance our
service offerings, extend our geographic reach and augment our overall revenue
growth."

                                     -more-


                                      -2-


                                                                   PRESS RELEASE
================================================================================

About DynTek

DynTek is a leading provider of dynamic technology, management and cyber
security solutions to the state and local government market. Our broad range of
services is designed to help organizations meet their critical business needs
through the effective and innovative use of technology. DynTek's solutions
include comprehensive IT security consulting, detection, prevention and
mitigation strategies and solutions; document management; staff augmentation;
storage solutions; and complete network, server and desktop management and
support. Each of our offerings incorporates an approach and methodology derived
from over 18 years of experience in the assessment, design, implementation,
management and support of dynamic technology solutions. For more information,
visit www.dyntek.com.


                                      # # #

Forward Looking Statements

This press release contains certain forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended, which are intended to be
covered by the safe harbors created thereby. Investors are cautioned that
certain statements in this release are "forward looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995 and involve
known and unknown risks, uncertainties and other factors. Such uncertainties and
risks include, among others, success in reaching target markets for services and
products in a highly competitive market and the ability to attract future
customers, the size and timing of additional significant orders and their
fulfillment, the success of the Company's business emphasis, the ability to
finance and sustain operations, including the ability either to maintain and
extend the Textron Factoring Facility when it becomes due or to replace it with
alternative financing, the ability to raise equity capital in the future,
despite historical losses from operations, the ability to fulfill the Company's
obligations to third parties, and ability to defend successfully certain ongoing
litigation over contract performance, the size and timing of additional
significant orders and their fulfillment, the ability to turn contract backlog
into revenue and net income, the continuing desire of state and local
governments to outsource to private contractors and the ability of the Company
to obtain extensions of the remaining profitable DMR contracts at their
maturity, the performance of governmental services, the ability to develop and
upgrade our technology, and the continuation of general economic and business
conditions that are conducive to governmental outsourcing of service performance
and the acquisition of other services and products. 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.