8-K

UNITED STATES
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 (Date of earliest event reported)  March 8, 2006

DYNTEK, INC.

(Exact name of Registrant as Specified in Its Charter)

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

19700 Fairchild Road, Suite 230, Irvine, California 92612

(Address of principal executive offices)

(949) 955-0078

(Registrant’s telephone number, including area code)

Not Applicable

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01Entry into a Material Definitive Agreement

On March 8, 2006, DynTek, Inc. (the “Company”) completed a new debt financing and private placement of equity securities resulting in aggregate gross proceeds to the Company of approximately $10.5 million. In connection with the new financing, the Company also entered into negotiated settlements with certain secured and unsecured creditors holding approximately $10.7 million of indebtedness, approximately $7.5 million of which will be converted into common stock of the Company.

New Debt Financing

On March 8, 2006, the Company entered into a Note Purchase Agreement (the “Note Purchase Agreement”) with SACC Partners, L.P. and Lloyd I. Miller, III (the “Senior Lenders”), pursuant to which the Company issued Senior Secured Notes in the aggregate principal amount of $6.7 million (the “Senior Notes”). The interest rate for the Senior Notes is 8% per annum if paid in cash, or 11% per annum if paid in kind, which is at the Company’s election for the first three years. Principal will be amortized over three years and payable in monthly installments beginning March 31, 2009, with the balance payable on the maturity date of March 1, 2010, and interest will be payable quarterly in arrears beginning June 30, 2006, unless the Company chooses its payment in kind option, in which case interest will be added to the principal amount of the Senior Notes during the period that the Company continues such election. As a condition to the purchase of Senior Notes, the Company issued warrants pro rata, according to each Senior Lender’s proportion of the aggregate principal amount of the Senior Notes, to purchase 19.9% of its outstanding common stock at the time of exercise, exercisable at $.001 per share of common stock, until December 31, 2016 (each a “Debt Financing Warrant” and collectively, the “Debt Financing Warrants”).

Proceeds from the issuance of the Senior Notes were used to pay the outstanding principal and accrued interest under that certain Secured Convertible Term Note dated November 15, 2004 held by Laurus Master Fund, Ltd., as amended by that certain Agreement to Amend the Amended and Restated Secured Convertible Term Note and Common Stock Purchase Warrant dated October 26, 2005, in an aggregate amount of approximately $6.8 million.

Under the Note Purchase Agreement, the Company also issued a Junior Secured Convertible Note to Trust A-4 - Lloyd I. Miller (the “Junior Lender” and together with the Senior Lenders, the “Lenders”) in the aggregate principal amount of $3.0 million (the “Junior Note”). The interest rate for the Junior Note is 10% per annum if paid in cash, or 14% per annum if paid in kind, which is at the Company’s election for the first three years. Principal will be payable at the maturity date of March 1, 2011 and interest will be payable quarterly in arrears beginning June 30, 2006, unless the Company chooses its payment in kind option, in which case interest will be added to the principal amount of the Junior Note during the period that the Company continues such election. The Junior Note may be converted into common stock of the Company at any time at the election of the holder at a conversion price of $.02 per share of common stock. Proceeds from the issuance of the Junior Note will be used to reduce additional indebtedness of the Company and for general corporate purposes.

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With respect to all or any part of the shares of common stock issuable by the Company upon the exercise of warrants or conversion of notes issued by the Company to the Lenders (collectively, the “Debt Financing Registrable Securities”), the Company granted to the Lenders piggyback registration rights in the event that the Company decides to register any of its securities for its own account or for the account of others, subject to certain exceptions as provided in Note Purchase Agreement. If, on or after June 30, 2006, the Debt Financing Registrable Securities have not been registered by the Company pursuant to a piggyback registration, then the Lenders shall have the right, subject to certain exceptions as provided in the Note Purchase Agreement, to request that the Company effect a registration covering the resale of any Debt Financing Registrable Securities that have not been previously registered pursuant to a piggyback registration.

Payment of all principal and interest under the Senior Notes, as well as performance thereunder of the obligations of the Company and DynTek Services, Inc., the Company’s wholly-owned subsidiary (“DSI”), are secured by a perfected security interest under a Security and Pledge Agreement entered into on March 8, 2006, by and among the Company, DSI and the Senior Lenders (the “Senior Security Agreement”). Similarly, payment of all principal and interest under the Junior Note, as well as performance thereunder of the obligations of the Company and DSI, are secured by a perfected security interest under a Security and Pledge Agreement also entered into on March 8, 2006, by and among the Company, DSI and the Junior Lender (the “Junior Security Agreement” and together with the Senior Security Agreement, the “Security Agreements”). The Senior Security Agreement grants to the Senior Lenders a lien to substantially all assets of the Company. The Junior Security Agreement grants to the Junior Lender a lien to substantially all assets of the Company, which lien is subordinated to the perfected security interest held by the Senior Lenders.

The Note Purchase Agreement contains customary negative covenants for loans of this type, including limitations on the Company with respect to capital expenditures, mergers and acquisitions, dispositions of assets, and future issuances of equity securities. Any breach of the covenants under the Note Purchase Agreement may result in acceleration of the payment obligations under the Senior Notes and the Junior Note.

The foregoing description of the Note Purchase Agreement, the form of Senior Note, the Junior Note, the Security Agreements, and the form of Debt Financing Warrant does not purport to be complete and is qualified in its entirety by reference to such documents, copies of which will be filed as exhibits to the Company’s next quarterly report on Form 10-Q for the period ended March 31, 2006, which is expected to be filed on or around May 15, 2006.

Private Placement of Equity Securities

On March 8, 2006, the Company entered into a Securities Purchase Agreement with certain accredited investors (the “Securities Purchase Agreement”), pursuant to which the Company raised approximately $759,140 in gross proceeds through the initial closing of a private placement of an aggregate of 37,957,000 shares of common stock at a purchase price of $0.02 per share. The accredited investors also received warrants to purchase an aggregate of 7,591,400 shares of common stock, which is equal to 20% of the common stock purchased by such investors, at an exercise price of $0.02 per share (each an “Investor Warrant” and collectively, the “Investor Warrants”). Network 1 Financial Securities, Inc. (“Network 1”) acted as the placement agent for such financing and was paid a fee of $75,914 and issued a warrant to purchase 7,591,400 shares of common stock at an

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exercise price of $.02 per share (the “Placement Agent Warrant” and together with the Investor Warrants, the “PIPE Warrants”). Network 1 may continue to raise up to an aggregate of $4.5 million in equity capital under similar terms. Proceeds from the private placement of equity will be used, in conjunction with the proceeds from the issuance of the Junior Note, to reduce additional indebtedness of the Company and for general corporate purposes.

As a condition to the closing of the private placement, the Company entered into the Fifth Amended Warrant Agreement with American Stock Transfer & Trust Company (the “Fifth Amended Warrant Agreement”) to amend its publicly-traded Class A Warrants to reduce their exercise price from $2.00 per share to $0.02 per share.

In connection with the issuance of the common stock and shares of common stock issuable upon the exercise of the PIPE Warrants (collectively, the “PIPE Registrable Securities”), the Company entered into a Registration Rights Agreement with the investors obligating the Company to register for resale the PIPE Registrable Securities on a registration statement to be filed with the Securities and Exchange Commission prior to the earlier of (i) thirty (30) days after the Second Closing Date, as defined in the Securities Purchase Agreement, or (ii) June 30, 2006.

The securities issued in the private placement have not been registered under the Securities Act of 1933, as amended, and until so registered the securities may not be offered or sold in the United States absent registration or availability of an applicable exemption from registration.

The foregoing description of the private placement does not purport to be complete and is qualified in its entirety by reference to the Securities Purchase Agreement, the Registration Rights Agreement, the form of PIPE Warrant and the Fifth Amended Warrant Agreement, copies of which will be filed as exhibits to the Company’s next quarterly report on Form 10-Q for the period ended March 31, 2006, which is expected to be filed on or around May 15, 2006. A copy of the Company’s press release announcing the financings described in this Item 1.01 is filed herewith as Exhibit 99.1 and is incorporated herein by reference.

Negotiated Settlements with Secured and Unsecured Creditors

In connection with the new debt financing and private placement of equity described above, on March 8, 2006, the Company entered into binding agreements with various secured and unsecured creditors of the Company holding approximately $10.7 million of indebtedness. Under the negotiated settlements, approximately $3.2 million of such outstanding indebtedness will be paid at a discount to principal, and approximately $7.5 million of such outstanding indebtedness has agreed to convert into shares of common stock of the Company at $.02 per share (the “Conversion”), which, in the aggregate, will result in the issuance of approximately 375,000,000 shares of common stock of the Company (collectively, the “Conversion Shares”). The C.W. Zublin, Jr. Trust, the trustee of which is Casper Zublin, Jr., the Company’s Chief Executive Officer, is one such creditor that has agreed to participate in the Conversion with respect to all of the outstanding payable amount owed to it, approximately $892,000, in connection with the Company’s acquisition of Integration Technologies, Inc. on October 14, 2004.

Although the actual Conversion will not be effective until the earlier of the date immediately following the effective date of the Company’s contemplated 1-for-10 reverse stock split, or June 30, 2006, the entry into the negotiated settlements effectuated a complete settlement on the

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outstanding indebtedness owed to each such creditor and provided a release of the Company from any present or future liability with respect to the outstanding indebtedness.

Subject to certain exceptions, the Company granted to the holders of the Conversion Shares piggyback registration rights in the event that the Company decides to register any of its securities for its own account or for the account of others. If at any time on or after June 30, 2006, the Conversion Shares have not been registered by the Company pursuant to a piggyback registration, then the holders shall have the right, subject to certain exceptions, to request that the Company effect a registration covering the resale of any Conversion Shares that have not been previously registered pursuant to a piggyback registration.

Item 1.02Termination of a Material Definitive Agreement

The information contained in Item 1.01 of this Current Report with respect to the pay-off of outstanding indebtedness pursuant to negotiated settlements with certain of the Company’s secured and unsecured creditors is incorporated by this reference into this Item 1.02.

Item 2.03Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The information contained in Item 1.01 of this Current Report with respect to the Note Purchase Agreement, the Senior Notes, the Junior Note, and the Security Agreements is incorporated by this reference into this Item 2.03.

Item 3.02Unregistered Sales of Equity Securities

The information contained in Item 1.01 of this Current Report with respect to the convertible Junior Note, the Debt Financing Warrants, the private placement of common stock and associated PIPE Warrants, and the Conversion Shares is incorporated by this reference into this Item 3.02. The securities described in Item 1.01 above were offered and sold in reliance upon exemptions from registration pursuant to Section 4(2) under the Securities Act and Rule 506 promulgated thereunder. The agreements executed in connection therewith contain representations to support the Company’s reasonable belief that the investors had access to information concerning its operations and financial condition, the investors are acquiring the securities for their own account and not with a view to the distribution thereof, and that each investor is an “accredited investor” as such term is defined in Regulation D promulgated under the Securities Act. At the time of their issuance, the securities described in Item 1.01 above will be deemed to be restricted securities for purposes of the Securities Act and the certificates representing the securities shall bear legends to that effect.

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Item 5.01Changes in Control of Registrant

Immediately prior to the financings described in Item 1.01, Lloyd I. Miller, III reported direct and indirect beneficial ownership of 7,787,984 outstanding shares of common stock of the Company and warrants to purchase 1,461,538 shares of common stock. Mr. Miller disclaimed beneficial ownership of shares held indirectly except to the extent of his pecuniary interest in such shares. There were 81,164,636 shares of common stock of the Company outstanding prior to the transactions described in Item 1.01. Therefore, Mr. Miller beneficially owned approximately 11% of the Company prior to the financings described in Item 1.01.

The Junior Note issued to the Junior Lender described in Item 1.01 is convertible into 150,000,000 shares of common stock of the Company. In connection with the issuance of the Senior Notes, Mr. Miller and his affiliates also were issued Debt Financing Warrants to purchase 15.81% of the Company on the date of exercise. In addition, Mr. Miller agreed to the conversion of $1,304,657 outstanding under a promissory note previously issued to Mr. Miller into 65,232,877 shares of common stock, which was part of the $7.5 million of secured and unsecured debt that has agreed to convert into common stock, as described in Item 1.01 above. Assuming the conversion of the $7.5 million of secured and unsecured debt into common stock of the company, following the financings described in Item 1.01 above, there would be approximately 494 million shares of common stock outstanding. As a result, the Debt Financing Warrants held by Mr. Miller and his affiliates, would be exercisable into approximately 78 million shares of common stock. Assuming the exercise of warrants held by Mr. Miller and his affiliates, including the Debt Financing Warrants, and the subsequent conversion of the Junior Note, Mr. Miller and his affiliates would own approximately 302 million shares out of approximately 722 million shares outstanding, or 42% of the outstanding shares of common stock of the Company. The foregoing does not take into account the exercise or conversion of other outstanding convertible or exercisable securities of the Company, which would have the effect of reducing the percentage beneficial ownership of Mr. Miller.

In addition, as a condition to the closing of the transactions described in the Note Purchase Agreement, Alan Howe was nominated by the Lenders to the Board of Directors of the Company, which appointment was effective on March 8, 2006, as described in Item 5.02 below.

Item 5.02Departure of Directors or Principal Officers; Election of Directors;  Appointment of Principal Officers

Effective March 8, 2006, Robert Webber and Marshall Toplansky resigned from the Company’s Board of Directors. In addition, effective March 31, 2006, Mr. Webber will resign as the Company’s President and Chief Financial Officer. A copy of the Company’s press release announcing the resignations from the Board of Mr. Webber and Mr. Toplansky is filed herewith as Exhibit 99.2 and is incorporated herein by reference. A copy of the Company’s press release announcing Mr. Webber’s resignation from the officer positions mentioned above is filed herewith as Exhibit 99.3 and is incorporated herein by reference.

On March 8, 2006, pursuant to the conditions set forth in the Note Purchase Agreement, the Company appointed Alan B. Howe to the Board. Mr. Howe has extensive operational expertise combined with corporate finance and business development experience. From May 2005 until the present, he served as Vice President of Strategic and Wireless Business Development for Covad Communications, Inc. From 2001 to 2005, Mr. Howe was a principal at Broadband Initiatives, LLC,

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a boutique consulting and advisory firm. Previously, Mr. Howe was Chief Financial Officer and Vice President of Corporate Development of Teletrac, Inc. for six years from 1995 to 2001, raising approximately $200 million in public high yield debt, private equity and bank financing. Mr. Howe joined Teletrac from Sprint, where he was Director of Corporate Development from 1994 to 1995 and one of the initial team members that helped start Sprint PCS. Mr. Howe holds a B.A. in business administration from the University of Illinois and an M.B.A. from the Indiana University Kelley Graduate School of Business with a specialty in finance. A copy of the Company’s press release announcing Mr. Howe’s appointment is filed herewith as Exhibit 99.2 and is incorporated herein by reference.

On March 8, 2006, the Company announced that Mark E. Ashdown has been appointed to serve as the Company’s Chief Financial Officer effective April 1, 2006. Mr. Ashdown has served as the Company’s corporate controller since May 2005. From August 2003 to May 2005 he served as the general manager for a coatings manufacturing division of Akzo Nobel, Inc., a global Fortune 500 company that sells human and animal healthcare products, chemicals and coatings, and has worldwide revenues of more than $13 billion. He joined Akzo Nobel in 1989 as the accounting manager for a division providing computer technology for the collision repair industry and served as the controller for the Orange, California coatings manufacturing operation from 1992 until his appointment as the General Manager in 2003. Mr. Ashdown has an M.B.A. from the University of Redlands and a B.S. from Brigham Young University. A copy of the press release announcing Mr. Ashdown’s appointment is filed herewith as Exhibit 99.3 and is incorporated herein by reference.

Item 9.01  Financial Statements and Exhibits

(d)Exhibits

Exhibit Number	Description
99.1	Press release issued by the Company on March 9, 2006.
99.2	Press release issued by the Company on March 10, 2006.
99.3	Press release issued by the Company on March 13, 2006.

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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.

	DYNTEK, INC.
Date:  March 14, 2006	By:	/s/ Casper Zublin, Jr.
		Casper Zublin, Jr.
		Chief Executive Officer

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EXHIBIT INDEX

Exhibit Number	Description
99.1	Press release issued by the Company on March 9, 2006.
99.2	Press release issued by the Company on March 10, 2006.
99.3	Press release issued by the Company on March 13, 2006.

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EX-99.1

Exhibit 99.1

DynTek Completes Recapitalization

IRVINE, Calif., March 9 /PRNewswire-FirstCall/ — DynTek, Inc. (OTC Bulletin Board: DYTK - News), a leading provider of professional technology services, today announced completion of a new debt financing and private placement of equity resulting in aggregate gross proceeds to the Company of approximately $10.5 million. In connection with the new financing, the Company also entered into negotiated settlements with certain secured and unsecured creditors holding approximately $10.7 million of indebtedness, approximately $7.5 million of which will be converted into common stock of the Company.

Pursuant to a Note Purchase Agreement with SACC Partners, L.P. and Lloyd I. Miller, III, the Company has issued Senior Secured Notes in the aggregate principal amount of $6.7 million. The interest rate for the Senior Notes is 8% per annum if paid in cash, or 11% per annum if paid in kind, which is at DynTek’s election for the first three years. Principal will be amortized over three years and payable in monthly installments beginning March 31, 2009, with the balance payable on the maturity date of March 1, 2010, and interest will be payable quarterly in arrears beginning June 30, 2006. As a condition to the purchase of Senior Secured Notes, the Company issued warrants to purchase 19.9% of its outstanding common stock at the time of exercise, exercisable at $.001 per share of common stock until December 31, 2016.

Proceeds from the Senior Secured Notes were used to pay the outstanding principal and accrued interest under the Secured Convertible Term Note held by Laurus Master Fund, Ltd., in an aggregate amount of approximately $6.8 million.

Under the Note Purchase Agreement, the Company also issued a Junior Secured Convertible Note in the aggregate principal amount of $3.0 million. The interest rate for the Junior Note is 10% per annum if paid in cash, or 14% per annum if paid in kind, which is at DynTek’s election for the first three years. Principal will be payable at the maturity date of March 1, 2011 and interest will be payable quarterly in arrears beginning June 30, 2006. The Junior Note may be converted into common stock of the Company at anytime at the election of the holder at a conversion price of $.02 per share of common stock. The Senior Notes and Junior Note will be secured by a security interest in substantially all of the Company’s assets.

DynTek also announced the completion of the initial closing of a private placement of common stock and warrants to accredited investors that raised $759,140 in gross proceeds. In connection with the private placement, the Company issued 37,957,000 shares of common stock at $.02 per share and warrants to purchase 7,591,400 shares of common stock at an exercise price of $.02 per share. Network 1 Financial Securities, Inc. acted as the placement agent for such financing and was paid a fee of $75,914 and issued a warrant to purchase 7,591,400 shares of common stock at an exercise price of $.02 per share. Network 1 may continue to raise up to an aggregate of $4.5 million in equity capital under these same terms.

Proceeds from the Junior Note and the private placement of equity will be used to reduce additional indebtedness of the Company and for general corporate purposes.

In connection with the financings described above, the Company has entered into binding agreements with various creditors of the Company holding approximately $10.7 million of indebtedness. Under the negotiated settlements, a portion of such outstanding indebtedness will be paid at a discount to

principal and approximately $7.5 million of indebtedness will be converted into shares of common stock of the Company at $.02 per share.

This press release does not constitute an offer to sell or the solicitation of an offer to buy the securities discussed herein. These securities have not been registered under the Securities Act of 1933 or applicable state securities laws and may not be offered or sold in the United States or any state thereof absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws.

About DynTek

DynTek is a leading provider of professional technology services to mid-market customers, such as state and local governments, educational institutions and commercial entities in the largest IT markets nationwide. The company offers technology practices in IT security, advanced network infrastructure, voice over internet protocol (“VOIP”), and access infrastructure. DynTek’s multi-disciplinary approach allows our clients to turn to a single source for their most critical technology requirements. 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 maintain existing and attract future customers; the ability to finance and sustain operations, including the ability to comply with the terms of working capital facilities and/or other term indebtedness of the Company, and to extend such obligations when they become due, or to replace them with alternative financing; the ability to raise equity capital in the future; the ability to achieve profitability despite historical losses from operations; the ability to maintain business relationships with IT product vendors and the ability to procure products as necessary; the size and timing of additional significant orders and their fulfillment; the continuing desire of and available budgets for state and local governments to outsource to private contractors; the ability to successfully identify and integrate acquisitions; the retention of skilled professional staff and certain key executives; the performance of the Company’s government and commercial technology services; the continuation of general economic and business conditions that are conducive to outsourcing of IT services; the ability to maintain trading on the NASD OTC Bulletin Board or other markets in the future; and such other risks and uncertainties included in our Annual Report on Form 10-K filed on September 29, 2005, our Quarterly Reports on Form 10-Q filed on November 14, 2005 and February 21, 2006, and other SEC filings. 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.

Source: DynTek, Inc.

EX-99.2

Exhibit 99.2

Alan B. Howe Joins DynTek’s Board of Directors

IRVINE, Calif., March 10 /PRNewswire-FirstCall/ — DynTek, Inc. (OTC Bulletin Board: DYTK - News), a leading provider of professional technology services, announced today that Alan B. Howe has been appointed to the Company’s board of directors.

Mr. Howe has over twenty years of diverse corporate finance and business development experience within large corporate, money-center banking and entrepreneurial environments,” said J. Michael Gullard, DynTek’s chairman of the board. “His extensive expertise in technology companies, public financing and corporate restructuring, as well as his strong relationships with the venture capital community and Wall Street will be valued additions to our board of directors.”

“DynTek has made tremendous strides over the past few fiscal quarters, from both a financial and operational perspective,” said Howe. “I look forward to working with DynTek’s board of directors, employees and other key stakeholders as we continue to enact the strategic changes and initiatives necessary to help the company break through to the next level of financial success.”

Mr. Howe has extensive operational expertise combined with corporate finance and business development experience. He is currently a Vice President of Strategic and Wireless Business Development for Covad Communications, Inc, focused on wireless “last mile” alternative access and strategic partnerships for the Company. Prior to joining Covad, Mr. Howe was a principal at Broadband Initiatives, LLC, a boutique consulting and advisory firm. Mr. Howe was also previously Chief Financial Officer and Vice President of Corporate Development of Teletrac, Inc. for six years, raising approximately $200 million in public high yield debt, private equity and bank financing.

Mr. Howe joined Teletrac from Sprint, where he was Director of Corporate Development and one of the initial team members that helped start Sprint PCS. Before joining Sprint, he was an Assistant Vice President at Manufacturers Hanover Trust (now JP Morgan Chase & Co) in New York where he cross-sold a wide range of corporate finance products, including syndicated bank credits, interest rate swaps, M&A advisory services, mortgage financings, private placements, subordinated debt financings, structured finance products, cash management and trust services.

Mr. Howe holds a B.A. in business administration from the University of Illinois and an M.B.A. from the Indiana University Kelley Graduate School of Business with a specialty in finance.

The Company also announced that Marshall Toplansky, a board member since 2002, and Robert Webber, a board member since 2004, have resigned from the board of directors, effective March 8, 2006.

“We would also like to thank Marshall and Rob for their committed service to DynTek as members of the board,” stated Gullard. “They have made valuable contributions to the company during their terms of service.”

About DynTek

DynTek is a leading provider of professional technology services to government, education and mid-market commercial customers in the largest IT markets nationwide. The company provides solutions that address the critical business needs of organizations today, such as IT security, voice and data

convergence (VoIP), enterprise access and technology management. Our practice areas incorporate an approach and methodology derived from over 18 years of experience in the assessment, design, implementation, management and support of 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 maintain existing and attract future customers; the ability to finance and sustain operations, including the ability to comply with the terms of working capital facilities and/or other term indebtedness of the Company, and to extend such obligations when they become due, or to replace them with alternative financing; the ability to raise equity capital in the future; the ability to achieve profitability despite historical losses from operations; the ability to maintain business relationships with IT product vendors and the ability to procure products as necessary; the size and timing of additional significant orders and their fulfillment; the continuing desire of and available budgets for state and local governments to outsource to private contractors; the ability to successfully identify and integrate acquisitions; the retention of skilled professional staff and certain key executives; the performance of the Company’s government and commercial technology services; the continuation of general economic and business conditions that are conducive to outsourcing of IT services; the ability to maintain trading on the NASD OTC Bulletin Board or other markets in the future; and such other risks and uncertainties included in our Annual Report on Form 10-K filed on September 29, 2005, our Quarterly Reports on Form 10-Q filed on November 14, 2005 and February 21, 2006, and other SEC filings. 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.

Source: DynTek, Inc.

EX-99.3

Exhibit 99.3

DynTek Announces Organizational Changes and Additional G&A Cost Reductions

IRVINE, Calif., March 13 /PRNewswire-FirstCall/ — DynTek, Inc. (OTC Bulletin Board: DYTK - News), a leading provider of professional technology services, announced today that the Company has begun implementing organizational and executive compensation changes and cost reductions that are expected to reduce general and administrative (G&A) expenses by an additional $800,000 annually. The reductions are in addition to the $1.6 million in reductions previously announced.

Mark E. Ashdown, who has served as the Company’s corporate controller since May 2005, will be appointed to the position of chief financial officer, effective April 1, 2006. Ashdown has an extensive financial background, with direct experience managing cost reductions and containment at a national level. Prior to DynTek, Ashdown served as the general manager for a manufacturing organization, where he reduced costs, while improving efficiency, by streamlining operations across finance, purchasing, logistics, human resources, health and safety, inside sales, research and development and production. He has a MBA from the University of Redlands and a BS from Brigham Young University.

The company also announced that Robert Webber, who has served as the Company’s chief financial officer since July 2004, and the Company’s president since July 2005, will resign effective March 31, 2006 to pursue other opportunities.

“It was a difficult decision to leave DynTek, but I strongly feel that the time is right to pass the baton to other members of our team,” said Webber. “As a shareholder, I look forward to seeing DynTek complete its turnaround and bring a positive return to investors.”

“The financial and business acumen and strategic insight Rob has brought to the company have been instrumental in our progression to date,” said Casper Zublin, Jr., DynTek’s chief executive officer. “He has been a valued member of DynTek’s leadership team and we wish him the best of luck in his new endeavors.”

The company also announced that Zublin’s compensation will be restructured to reflect a lower fixed component and a higher equity-based component that rewards value creation and EBITDA growth. In addition, the company is enacting G&A cost reductions in financial, legal, marketing and general office expenses, and other selected cost controls. In total, the organizational changes and G&A cost reductions are expected to reduce annual costs by approximately $800,000, in addition to previously announced reduction targets.

“It is vital for our company to continue to control expenses at the corporate level, in order to maximize the sales and technical investments we can make at the regional level,” stated Zublin.

About DynTek

DynTek is a leading provider of professional technology services to mid- market customers, such as state and local governments, educational institutions and commercial entities in the largest IT markets nationwide. The company offers technology practices in IT security, advanced network infrastructure, voice over internet protocol (“VOIP”), and access infrastructure. DynTek’s multi-disciplinary approach allows our clients to turn to a single source for their most critical technology requirements. 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 maintain existing and attract future customers; the ability to finance and sustain operations, including the ability to comply with the terms of working capital facilities and/or other term indebtedness of the Company, and to extend such obligations when they become due, or to replace them with alternative financing; the ability to raise equity capital in the future; the ability to achieve profitability despite historical losses from operations; the ability to maintain business relationships with IT

product vendors and the ability to procure products as necessary; the size and timing of additional significant orders and their fulfillment; the continuing desire of and available budgets for state and local governments to outsource to private contractors; the ability to successfully identify and integrate acquisitions; the retention of skilled professional staff and certain key executives; the performance of the Company’s government and commercial technology services; the continuation of general economic and business conditions that are conducive to outsourcing of IT services; the ability to maintain trading on the NASD OTC Bulletin Board or other markets in the future; and such other risks and uncertainties included in our Annual Report on Form 10-K filed on September 29, 2005, our Quarterly Reports on Form 10-Q filed on November 14, 2005 and February 21, 2006, and other SEC filings. 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.