Exhibit 23.2

                          INDEPENDENT AUDITORS' CONSENT

To the Board of Directors and Stockholders
of DynTek, Inc.
Irvine, California

We hereby consent to the incorporation by reference in Amendment No. 1 to this
Registration Statement on Amendment No. 1 to Form S-3/A filed by Dyntek, Inc.
and Subsidiaries (the "Company") of our report dated October 11, 2002 on our
audit of the consolidated financial statements of the Company as of June 30,
2002, and for the year then ended, appearing in the Company's Annual Report on
Form 10-k for the year ended June 30, 2002.

We also consent to the reference to us under the caption "Experts" in the
Prospectus.

/s/ GRASSI & CO., CPAs, P.C.
----------------------------
/s/ GRASSI & CO. PC.
Lake Success, New York
June 9, 2004