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-