E5-1115. Issuer Delisting; Notice of Application of DynTek, Inc. To Withdraw Its Common Stock, $.0001 par value, and Series A Convertible Preferred Stock and Warrants, From Listing and Registration on the Boston Stock Exchange, Inc.

March 9, 2005.

On February 23, 2005, DynTek, Inc. a Delaware corporation (“Issuer”), filed an application with the Securities and Exchange Commission (“Commission”), pursuant to Section 12(d) of the Securities Exchange Act of 1934 (“Act”) ^[1] and Rule 12d2-2(d) thereunder,^[2] to withdraw its common stock, $.0001 par value, and series A convertible preferred stock and warrants (collectively “Securities”), from listing and registration on the Boston Stock Exchange, Inc. (“BSE”).

On February 3, 2005, the Board of Directors (“Board”) of the Issuer approved resolutions to withdraw the Securities from listing and registration on BSE. The Board stated that the following reasons factored into its decision. In connection with the Issuer's voluntary withdrawal of Securities from inclusion for trading on Nasdaq SmallCap Market (“Nasdaq”) on December 15, 2004, the Board determined that such withdrawal was in the best interests of the Issuer and its stockholders, and the Issuer's current principal market maker has acted to continue to make a market in the Securities on the OTC Bulletin Board. The Issuer believes that its stockholders would be better served by channeling its resources into efforts that will accelerate the profitable growth of the Issuer, and that the ongoing costs, distractions, and uncertainties of the process to maintain a Nasdaq listing for the Issuer at that time was warranted. After the Issuer's voluntary withdrawal from listing on Nasdaq, the Issuer received a letter dated December 20, 2004 from BSE requesting additional information regarding the Issuer's decision to voluntary withdraw from Nasdaq, as well as other information pertaining to the listing of the Securities on BSE. After corresponding with BSE, the Board determined that it is in the best interest of the Issuer and its stockholders to voluntarily withdraw the listing of its Securities from BSE and requested that the Issuer's current market makers continue to make markets in the Securities on the OTC Bulletin Board.

The Issuer stated in its application that it has complied with BSE rules governing the withdrawal of a security from BSE by complying with all applicable laws in effect in the State of Delaware, the state in which the Issuer is incorporated, and by complying with BSE procedures for delisting by filing the required documents governing the withdrawal of a security from listing and registration on BSE.

The Issuer's application relates solely to withdrawal of the Securities from listing on BSE and from registration under Section 12(b) of the Act,^[3] and shall not affect its obligation to be registered under Section 12(g) of the Act.^[4]

Any interested person may, on or before April 4, 2005, comment on the facts bearing upon whether the application has been made in accordance with the rules of the BSE, and what terms, if any, should be imposed by the Commission for the protection of investors. All comment letters may be submitted by either of the following methods:

Electronic Comments

• Use the Commission's Internet comment form (http://www.sec.gov/​rules/​delist.shtml); or
• Send an e-mail to [e-mail]. Please include the File Number 1-11568 or;

Paper Comments

• Send paper comments in triplicate to Jonathan G. Katz, Secretary, Securities and Exchange Commission, 450 Fifth Street, NW., Washington, DC 20549-0609.

All submissions should refer to File Number 1-11568. This file number should be included on the subject line if e-mail is used. To help us process and review your comments more efficiently, please use only one method. The Commission will post all comments on the Commission's Internet Web site (http://www.sec.gov/​rules/​delist.shtml). Comments are also available for public inspection and copying in the Commission's Public Reference Room. All comments received will be posted without change; we do not edit personal identifying information from submissions. You should submit only information that you wish to make available publicly.

The Commission, based on the information submitted to it, will issue an order granting the application after the date mentioned above, unless the Commission determines to order a hearing on the matter.

For the Commission, by the Division of Market Regulation, pursuant to delegated authority.^[5]

Jonathan G. Katz,

Secretary.

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Footnotes

1.  15 U.S.C. 78 l (d).

2.  17 CFR 240.12d2-2(d).

3.  15 U.S.C. 78 l (b).

4.  15 U.S.C. 78 l (g).

5.  17 CFR 200.30-3(a)(1).