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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 10-KSB
                                (Amendment No. 1)

     [X]  ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
          OF 1934

                         For the year ended May 31, 2004

     [_]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
          ACT OF 1934

         For the transition period from ______________ to ______________


                         Commission file number: 0-27587
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                                CDKNET.COM, INC.
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                 (Name of small business issuer in its charter)

             Delaware                                    22-3586087
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  (State or other jurisdiction              (I.R.S. Employer Identification No.)
of incorporation or organization)


948 US Highway 22, North Plainfield, NJ                    07060
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(Address of principal executive offices)                (Zip Code)


Issuer's telephone number: (908) 769-3232

Securities registered under Section 12(b) of the Exchange Act:

        Title of each class            Name of each exchange on which registered
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----------------------------------     -----------------------------------------

Securities registered under Section 12(g) of the Exchange Act:


                         Common Stock, $.0001 par value
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                                (Title of class)

--------------------------------------------------------------------------------
                                (Title of class)

     Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
[X] Yes [ ] No

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Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will 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-KSB
or any amendment to this Form 10-KSB. [_]

     State issuer's revenues for its most recent fiscal year. $ -0-

     The aggregate market value of the voting common equity held by
non-affiliates computed by reference to the last price at which the common
equity was sold on August 31, 2004 was $14,247,011.

     As of August 31, 2004, there were 23,012,266 shares of common stock, $.0001
par value, outstanding.

     Transitional Small Business Disclosure Format (check one): [_] Yes [X] No


(1) The information provided shall in no way be construed as an admission that
any person whose holdings are excluded from the figure is not an affiliate or
that any person whose holdings are included is an affiliate and any such
admission is hereby disclaimed. The information provided is included solely for
record keeping purposes of the Securities and Exchange Commission.












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<PAGE>

                                EXPLANATORY NOTE

     The Annual Report on Form 10-KSB for the fiscal year ended May 21, 2004
(the "Annual Report"), as filed with the Securities and Exchange Commission on
September 17, 2005 included two exhibits which were the subject of a request for
confidential treatment of certain portions. This Amendment No. 1 is being filed
to solely file such exhibits with additional material consisting of schedules
and annexes which were not included at the time of the initial filing, which
also contain material which is the subject of a request for confidential
treatment. Only Item 13 Exhibits and Exhibits 10.21 and 10.23 are filed as parts
of this Amendment No. 1. Unless otherwise expressly stated, this Amendment No. 1
does not reflect events occurring after the filing of the original Annual
Report, or modify or update in any way disclosures contained in the original
Annual Report.
























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<PAGE>

ITEM 13. EXHIBITS

EXHIBIT INDEX

    2.1       Agreement and Plan of Merger dated as of May 7, 2004 between
              CDKnet.com, Inc., CDK Merger Corp., Miletos, Inc. and Andreas
              Typaldos, as Representative of Certain Stockholders of Miletos,
              Inc.

    2.2       Amendment dated May 21, 2004 to the Agreement and Plan of Merger
              dated as of May 7, 2004 between CDKnet.com, Inc., CDK merger
              Corp., Miletos, Inc. and Andreas Typaldos, as Representative of
              Certain Stockholders of Miletos, Inc.

    3.1       Articles of Incorporation of the Registrant. (Incorporated by
              reference from our Registration Statement filed on Form 10-SB on
              October 7, 1999 (File No. 0-27587).)

    3.2       Amendment to the Articles of Incorporation. (Incorporated by
              reference from our Registration Statement filed on Form 10-SB on
              October 7, 1999 (File No. 0-27587).)

    3.3       By-Laws of the Registrant. (Incorporated by reference from our
              Registration Statement filed on Form 10-SB on October 7, 1999
              (File No. 0-27587).)

    3.4       Certificate of Merger of the Registrant. (Incorporated by
              reference from our Registration Statement filed on Form 10-SB on
              October 7, 1999 (File No. 0-27587).)

    3.5       Amendment to the Articles of Incorporation. (Incorporated by
              reference from our Registration Statement filed on Form 10-SB on
              October 7, 1999 (File No. 0-27587).)

    3.6       Designation of Series A Preferred Stock. (Incorporated by
              reference from our Registration Statement filed on Form 10-SB on
              October 7, 1999 (File No. 0-27587).)

    3.7       Amended and Restated Series A Designation (Incorporated by
              reference to Exhibit 3.1 to our Form 10-QSB Report for the period
              ended December 31, 2002).

    3.8       Series B Designation (Incorporated by reference to Exhibit 3.2 to
              our Form 10-QSB Report for the period ended December 31, 2002).

    3.9       Amendment to Certificate of Incorporation (Reverse Split ) filed
              November 31, 2003. (Incorporated by reference to Exhibit 3.1 to
              our Form 10-QSB for the period ended December 31, 2003)

    3.10      Certificate of Amendment to Certificate of Incorporation
              (increasing authorized common shares) filed November 21, 2003.
              (Incorporated by reference to Exhibit 3.2 to our Form 10-QSB for
              the period ended December 31, 2003)

    3.11      Certificate of Amendment to Series A Designation filed November
              21, 2003. (Incorporated by reference to Exhibit 3.3 to our Form
              10-QSB for the period ended December 31, 2003)

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<PAGE>

    4.1       Specimen of Common Stock Certificate. (Incorporated by reference
              from our Registration Statement filed on Form 10-SB on October 7,
              1999 (File No. 0-27587).)

    4.2       Technology Horizons Corp. Stockholders Agreement dated May 7,
              1998. (Incorporated by reference from our Registration Statement
              filed on Form 10-SB on October 7, 1999 (File No. 0-27587).)

    4.3       Amendment to 6% Convertible Debenture due September 1, 2003, dated
              January 29, 2003 between CDKnet.com, Inc. and International
              Investment Group Equities Fund N.V. (Incorporated by reference to
              Exhibit 4.1 to our Form 10-QSB Report for the period ended
              December 31, 2002).

    4.4       Amendment to 6% Convertible Debenture due September 1, 2003, dated
              January 29, 2003 between CDKnet.com, Inc. and New Millennium FSG
              Ltd. (Incorporated by reference to Exhibit 4.1 to our Form 10-QSB
              Report for the period ended December 31, 2002).

    4.5       Second Amendment and waiver to 6% Convertible Debenture due
              September 1, 2003, dated January 29, 2003 between CDKnet.com, Inc.
              and International Investment Group Equities Fund N.V.
              (Incorporated by reference to Exhibit 4.5 to our Form 10-KSB for
              the year ended June 30, 2003)

    4.6       Second Amendment and waiver to 6% Convertible Debenture due
              September 1, 2003, dated January 29, 2003 between CDKnet.com, Inc.
              and New Millennium FSG Ltd. (Incorporated by reference to Exhibit
              4.6 to our Form 10-KSB for the year ended June 30, 2003)

    4.7       Form of Stock Option Grant Agreement under the CDKnet.com, Inc.
              2004 Stock Option and Restricted Stock Plan.

    4.8       2004 Stock Option and Restricted Stock Plan

    9.1       Shareholders and Voting Agreement dated as of May 21, 2004 by and
              among CDKnet.com, Inc. and several stockholders.

    10.1      Technology Horizons Corp. 1998 Equity Incentive Plan.
              (Incorporated by reference from our Registration Statement filed
              on Form 10-SB on October 7, 1999 (File No. 0-27587).)

    10.2      Convertible Subordinated Debenture Due February 1, 2009.
              (Incorporated by reference from our Registration Statement filed
              on Form 10-SB Amendment No. 2 on November 26, 1999 (File No.
              0-27587).)

    10.2.1    Amendment No. 1 to Convertible Subordinated Debenture due February
              1, 2009. (Incorporated by reference from our Registration
              Statement filed on Form 10-SB Amendment No. 2 on November 26, 1999
              (File No. 0-27587).)

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<PAGE>

    10.3      Convertible Subordinated Debenture Due September 1, 2003.
              (Incorporated by reference from our Registration Statement filed
              on Form 10-SB Amendment No. 2 on November 26, 1999 (File No.
              0-27587).)

    10.       4 Letter Agreement between CDKNet.Com, Inc. and the holders of
              shares of Series A Preferred Stock dated October 15, 2002.
              (Incorporated by reference to Exhibit 10.8 to Form 10-QSB for
              period ended December 31, 2002)

    10.5      Agreement of Sale dated October 22, 2002 between CDKNet.Com, Inc.
              and Universal Media Holdings, Inc. relating to the sale of certain
              assets. (Incorporated by reference to Exhibit 10.56 to Form 10-KSB
              for year ended June 30, 2002)

    10.6      Form of 3 year, 5% Note payable from Universal Media Holdings,
              Inc. to CDKNet.Com, Inc. dated October 22, 2002 (Incorporated by
              reference to Exhibit 10.57 to Form 10-KSB for year ended June 30,
              2002)

    10.7      Security Agreement dated October 22, 2002 between Universal Media
              Holdings, Inc. and CDKNet.Com, Inc. (Incorporated by reference to
              Exhibit 10.58 to Form 10-KSB for year ended June 30, 2002)

    10.8      Revised Asset Purchase Agreement between CDKNet.com, Inc. and
              National Management Consultants, Inc. (formerly Universal Media
              Holdings, Inc.) dated January 2003 (Incorporated by reference to
              Exhibit 10.1 to our Form 10-QSB Report for the period ended
              December 31, 2002).

    10.9      Consulting Agreement between CDKNet.com, Inc. and Robert M. Rubin
              and C. Dean McClain dated January 22, 2003 (Incorporated by
              reference to Exhibit 10.2 to our Form 10-QSB Report for the period
              ended December 31, 2002).

    10.10     Settlement Agreement between CDKNet.com, Inc., Diversified Capital
              Holdings, LLC, JWZ Holdings, Inc. and Adelphia Holdings LLC dated
              December 31, 2002 (Incorporated by reference to Exhibit 10.3 to
              our Form 10-QSB Report for the period ended December 31, 2002).

    10.11     Settlement Agreement between CDKNet.com, Inc., Diversified Capital
              Holdings, LLC, JWZ Holdings, Inc. and Lee Rubinstein dated
              December 31, 2002 (Incorporated by reference to Exhibit 10.4 to
              our Form 10-QSB Report for the period ended December 31, 2002).

    10.12     Settlement Agreement between CDKNet.com, Inc., Diversified Capital
              Holdings, LLC and Adelphia Holdings LLC dated December 31, 2002
              (Incorporated by reference to Exhibit 10.5 to our Form 10-QSB
              Report for the period ended December 31, 2002).

    10.13     Settlement Agreement between CDKNet.com, Inc., Diversified Capital
              Holdings, LLC and Lee Rubinstein dated December 31, 2002
              (Incorporated by reference to Exhibit 10.6 to our Form 10-QSB
              Report for the period ended December 31, 2002).

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<PAGE>

    10.14     Separation and Release Agreement between CDKNet.com, Inc. and
              James W. Zimbler dated January 13, 2003, effective October 22,
              2002. (Incorporated by reference to Exhibit 10.7 to our Form
              10-QSB Report for the period ended December 31, 2002).

    10.15     Lock-Up Agreement dated as of May 21, 2004 between CDKnet.Com,
              Inc. and several stockholders.

    10.16     Consulting Agreement dated as of May 21, 2004 between CDKnet.Com,
              Inc. and Kirk M. Warshaw.

    10.17.1   Registration Rights Agreement dated as of May 21, 2004 between
              CDKnet.Com, Inc. and several Typaldos related stockholders.

    10.17.2   Registration Rights Agreement dated as of May 21, 2004 between
              CDKnet.Com, Inc. and several former Series A Preferred
              stockholders.

    10.18     Consulting Agreement dated as of May 21, 2004 between CDKnet.Com,
              Inc. and Andreas Typaldos.

    10.19     Employment Agreement dated as of May 23, 2004 between CDKnet.Com,
              Inc. and Oleg Logvinov.

    10.20     Letter Agreement dated November 19, 2003 between CDKnet.Com, Inc.
              and certain holders of Series A Preferred Stock (Incorporated by
              referenced to Exhibit 10.1 to our Form 10-QSB Report for the
              period ended December 31, 2003)

    10.21     Development Agreement between Enikia LLC and Leviton Manufacturing
              Co., Inc. dated July 14, 2003.*

    10.22     Agreement made June 28, 2004 between Arkados, Inc. and Leviton
              Manufacturing Co., Inc.

    10.23     Silicon Product Development Production Collaboration Agreement
              dated July 28, 2004 between GDA Technologies, Inc. and Arkados,
              Inc.*

    10.24     Restricted Stock Purchase Agreement dated July ___, 2004 between
              CDKnet.com, Inc. and GDA Technologies, Inc.

    10.25     Debt Conversion Agreement dated as of May 1, 2004 between
              CDKnet.com, Inc., Steven A. Horowitz and Moritt, Hock, Hamroff &
              Horowitz, LLP.

    14.1      Code of Business Conduct and Ethics

    14.2      Code of Ethics for Financial Executives

    21        Subsidiaries of the Registrant.

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    31.1      Certification of Chief Executive Officer of Periodic Report
              pursuant to Rule 13a-14a and Rule 15d-14(a).

    31.2      Certification of Chief Financial Officer of Periodic Report
              pursuant to Rule 13a-14a and Rule 15d-14(a).

    32.1      Certification of Chief Executive Officer of pursuant to 18 U.S.C.
              - Section 1350.

    32.2      Certification of Chief Financial Officer of pursuant to 18 U.S.C.
              - Section 1350.

    99.1      Chart of the signatories to the Company's Stockholder's Agreement
              (and their interest in the Company). (Incorporated by reference
              from our Registration Statement filed on Form SB-2 on December 22,
              1999, as amended (File No. 333-93277).)

*Amended exhibit filed as part of this Amendment No. 1. Confidential treatment
has been requested with respect to deleted portion of this exhibit.














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                                   SIGNATURES

     In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant
caused this report on to be signed on its behalf by the undersigned, thereunto
duly authorized.

                                      CDKnet.com, Inc. (Registrant)


                                      By: /s/ Oleg Logvinov
                                          --------------------------
                                          President and Chief Executive Officer


Date: April 28, 2006





















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