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)


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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.


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                                   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


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                                  EXHIBIT INDEX

Exhibit Number                             Description
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99.1                  Press Release, dated May 17, 2004, of the Registrant