-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, F0rc+d7JwW5DpuHRN5TZDNV+7LKdCMUdE7aWeXbMFwugD2HaLsJ/6J5p60pVmHA2 f3mbsUTtPznVjx2oTLjHJg== 0000891092-04-005005.txt : 20041022 0000891092-04-005005.hdr.sgml : 20041022 20041022145426 ACCESSION NUMBER: 0000891092-04-005005 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 7 CONFORMED PERIOD OF REPORT: 20040630 FILED AS OF DATE: 20041022 DATE AS OF CHANGE: 20041022 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DYNTEK INC CENTRAL INDEX KEY: 0000879465 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 954228470 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-11568 FILM NUMBER: 041091645 BUSINESS ADDRESS: STREET 1: 18881 VON KARMAN AVENUE STREET 2: SUITE 250 CITY: IRVINE STATE: CA ZIP: 92612 BUSINESS PHONE: 949-955-0078 MAIL ADDRESS: STREET 1: 18881 VON KARMAN AVE STREET 2: SUITE 250 CITY: IRVINE STATE: CA ZIP: 92612 FORMER COMPANY: FORMER CONFORMED NAME: TEKINSIGHT COM INC DATE OF NAME CHANGE: 20000103 FORMER COMPANY: FORMER CONFORMED NAME: TADEO HOLDINGS INC DATE OF NAME CHANGE: 19980212 FORMER COMPANY: FORMER CONFORMED NAME: UNIVERSAL SELF CARE INC DATE OF NAME CHANGE: 19950808 10-K/A 1 e19378_10ka.txt FORM 10-K/A U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-K/A (Amendment No. 2) (X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2004 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from__________ to __________ Commission File Number 1-11568 DYNTEK, INC. (Exact Name of Registrant as Specified in its Charter) DELAWARE 95-4228470 (State or other jurisdiction of (I.R.S Employer incorporation or organization) Identification No.) 18881 Von Karman Ave., Suite 250 Irvine, CA 92612 (Address of principal executive offices) (Zip code) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (949) 955-0078 Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: Common Stock, $.0001 par value (Title of Class) Series A Preferred Stock, $.0001 par value (Title of Class) Check whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act OF 1934 during the preceding 12 months, and (2) has been subject to such filings requirements for the past 90 days. Yes [X] No [_] Check if there is no disclosure of delinquent filers in response to item 405 of Regulation S-K is not contained herein, and will not 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-k or any amendment to this form 10-K. [X] The aggregate market value of the voting stock held by non-affiliates for the issuer as of September 27, 2004 was approximately $36,000,000. The number of shares outstanding of the issuer's Common Stock, $.0001 par value, as of September 27, 2004 was 58,430,597. Documents incorporated by reference: None. REASON FOR AMENDMENT This Amendment No. 2 to Report on Form 10-K/A filed by DynTek, Inc. for the Annual Period ended June 30, 2004 is filed for the purpose of adding the following items as Exhibits to PART IV, Item 15 ( c) : Exhibit 23.4 Consent of Marcum & Kliegman LLP Exhibit 23.5 Consent of Grassi & Co., P.C. No other changes were made to DynTek's Report on Form 10-K for the Annual Period ended June 30, 2004 PART IV Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K (c) Exhibits NUMBER DESCRIPTION OF EXHIBIT 23.4 Consent of Marcum & Kliegman LLP 23.5 Consent of Grassi & Co., P.C. 31.1 Certification Pursuant to 17 CFR 240, 13a-14(a) or 15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2 Certification Pursuant to 17 CFR 240, 13a-14(a) or 15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. -2- SIGNATURE Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on it's behalf by the undersigned, thereunto duly authorized. DATED: OCTOBER 22, 2004 DYNTEK, INC. BY _______________________________ Steven J. Ross, President and Chief Executive Officer -3- EXHIBIT INDEX Exhibit 23.4 Consent of Marcum & Kliegman LLP Exhibit 23.5 Consent of Grassi & Co., P.C. Exhibit 31.1 Certification Pursuant to 17 CFR 240, 13a-14(a) or 15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Exhibit 31.2 Certification Pursuant to 17 CFR 240, 13a-14(a) or 15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Exhibit 32.1 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Exhibit 32.2 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. -4- EX-23.4 2 e19378ex23_4.txt CONSENT Exhibit 23.4 INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM'S CONSENT We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (33-78426), Form S-8 (33-93448), Form S-8 (333-84941), Form S-8 (333-56900), Form S-8 (333-356902), Form S-8 (333-117808), Post-Effective Amendment No. 2 to Form S-3 (333-31153), Post -Effective Amendment No. 1 to Form S-1 on Form S-3 (333-112555), Form S-3 (333-115117) and Form S-3 (333-116888) of our report dated August 26, 2004, appearing in the Annual Report on Form 10-K of DynTek, Inc. for the year ended June 30, 2004. _____________________ Marcum & Kliegman LLP New York, New York October 22, 2004 EX-23.5 3 e19378ex23_5.txt INDEPENDENT AUDITORS' CONSENT Exhibit 23.5 INDEPENDENT AUDITORS' CONSENT To the Board of Directors and Stockholders of DynTek, Inc. Irvine, California We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (33-78426), Form S-8 (33-93448), Form S-8 (333-84941), Form S-8 (333-56900), Form S-8 (333-356902), Form S-8 (333-117808), Post-Effective Amendment No. 2 to Form S-3 (333-31153), Post-Effective Amendment No. 1 to Form S-1 on Form S-3 (333-112555), Form S-3 (333-115117) and Form S-3 (333-116888) of our report dated October 11, 2002 appearing in the Annual Report on Form 10-K of DynTek, Inc. for the year ended June 30, 2004. _____________________________ GRASSI & CO., P.C. Lake Success, New York October __, 2004 EX-31.1 4 e19378ex31_1.txt CERTIFICATION Exhibit 31.1 CERTIFICATION I, Steven J. Ross, certify that: 1. I have reviewed this annual report on Form 10-K, as amended by the second amendment on Form 10-K/A, of DynTek, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report. Date: October 22, 2004 By: /s/ Steven J. Ross ----------------------- Steven J. Ross Chief Executive Officer EX-31.2 5 e19378ex31_2.txt CERTIFICATION Exhibit 31.2 CERTIFICATION I, Robert I. Webber, certify that: 1. I have reviewed this annual report on Form 10-K, as amended by the second amendment on Form 10-K/A, of DynTek, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report. Date: October 22, 2004 By: /s/ Robert I. Webber ----------------------- Robert I. Webber Chief Financial Officer EX-32.1 6 e19378ex32_1.txt CERTIFICATION Exhibit 32.1 Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes - Oxley Act of 2002 In connection with the Annual Report of DynTek, Inc., a Delaware corporation (the "Company"), on Form 10-K, as amended by the second amendment on Form 10-K/A, for the year ended June 30, 2004 as filed with the Securities Exchange Commission on the date hereof (the "Report"), the undersigned, the Chief Executive Officer, hereby certifies pursuant to 18 U.S.C. ss. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 that, to the best of my knowledge: (1) the Report of the Company filed today pursuant to Section 13(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), fully complies with the requirements of Section 13(a) of the Exchange Act; and (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ Steven J. Ross ------------------------ Steven J. Ross Chief Executive Officer October 22, 2004 EX-32.2 7 e19378ex32_2.txt CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 Exhibit 32.2 Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes - Oxley Act of 2002 In connection with the Annual Report of DynTek, Inc., a Delaware corporation (the "Company"), on Form 10-K, as amended by the second amendment on Form 10-K/A, for the year ended June 30, 2004 as filed with the Securities Exchange Commission on the date hereof (the "Report"), the undersigned, the Chief Financial Officer, hereby certifies pursuant to 18 U.S.C. ss. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 that, to the best of my knowledge: (1) the Report of the Company filed today pursuant to Section 13(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), fully complies with the requirements of Section 13(a) of the Exchange Act; and (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ Robert I. Webber ----------------------- Robert I. Webber Chief Financial Officer October 22, 2004 -----END PRIVACY-ENHANCED MESSAGE-----