================================================================================

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                  -------------
                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                                CDKNET.COM, INC.
                                ----------------
             (Exact name of registrant as specified in its charter)

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

                               40 Marquette Drive
                            Smithtown, New York 11787
               (Address of Principal Executive Office) (Zip Code)

                         Commission File No.: 000-29462

                              Stock Award Agreement
                               dated May 20, 2004
                            (Full title of the plan)

                               Andrew J. Schenker.
                               40 Marquette Drive
                            Smithtown, New York 11787
                     (Name and address of agent for service)

                                 (631) 724-1643
          (Telephone number, including area code, of agent for service)
                                  -------------

                         CALCULATION OF REGISTRATION FEE
================================================================================
                                     Proposed        Proposed
                                     Maximum         Maximum
Title of            Amount           Offering        Aggregate      Amount of
Securities to       to be            Price Per       Offering       Registration
Be Registered       Registered       Share(1)        Price(1)       Fee
--------------------------------------------------------------------------------
Common Stock,       200,000          $1.50           $300,000       $38.01
par value $.0001
per share
================================================================================

----------------------
(1) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457, based on the closing price of the Common
Stock, as reported by the OTC Bulletin Board, on May 20, 2004.
================================================================================
<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS


ITEM 1.  PLAN INFORMATION*


ITEM 2.  INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION*

         *This Registration Statement relates to the registration of 200,000
shares of Common Stock, $0.0001 par value per share, of CDKNet.Com, Inc. (the
"Registrant") which can be issued and delivered to recipients of Stock Awards
pursuant to a form of Stock Award Agreement dated May 20, 2004. Documents
containing the information required by Part I of this Registration Statement
will be sent or given to participants in the Plan as specified by Rule
428(b)(1). Such documents are not filed with the Securities and Exchange
Commission (the "Commission") either as part of this Registration Statement or
as prospectuses or prospectus supplements pursuant to Rule 424, in reliance on
Rule 428.


         Registrant will provide without charge to each person to whom a copy of
a Section 10(a) Prospectus hereunder is delivered, upon the oral or written
request of such person, a copy of any document incorporated in this Registration
Statement by reference. Requests for such information should be directed to
Andrew J. Schenker, President, 40 Marquette Drive, Smithtown, New York 11787.
















                                       2
<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

         The following documents previously filed with the Commission pursuant
to the 1934 Act are hereby incorporated in this prospectus by reference:

         1. CDKNet.Com, Inc.'s Annual Report on Form 10-KSB for the year ended
June 30, 2003;

         2. CDKNet.Com, Inc.'s Quarterly Report on Form 10-QSB for the quarters
ended September 30, 2003, December 31, 2003 and March 31, 2004; and

         3. All reports filed by Registrant pursuant to Section 13(a) or 15(d)
of the Exchange Act since October 10, 1999.

         All documents filed by CDKNet.Com, Inc., pursuant to Section 13(a),
13(c), 14 or 15(d) of the 1934 Act subsequent to the date of this prospectus and
prior to the termination of this offering, shall be deemed to be incorporated by
reference into this prospectus. Any information incorporated by reference shall
be modified or superseded by any information contained in this prospectus or in
any other document filed later with the Commission, which modifies or supersedes
such information. Any information that is modified or superseded shall become a
part of this prospectus as the information has been so modified or superseded.

         We will provide without charge to each person to whom a prospectus is
delivered, upon written or oral request of such person, a copy of any and all of
the information that has been incorporated by reference in this prospectus
(excluding exhibits unless such exhibits are specifically incorporated by
reference into such documents). Please direct such requests to Mr. Andrew J.
Schenker, President, 40 Marquette Drive, Smithtown, New York 11787

         All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
Registration Statement and prior to the time a post-effective amendment which
indicates that the securities offered hereby have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference into this Registration Statement and to be a part hereof from the date
of filing of such documents.

         Any statement contained in any document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as modified or superseded, to constitute a part of this Registration
Statement.

                                       3
<PAGE>

ITEM 4.  DESCRIPTION OF SECURITIES

         Not applicable. The class of securities to be offered is registered
under Section 12 of the Exchange Act.


ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         Sommer & Schneider LLP, who has prepared this Registration Statement
and the opinion regarding the authorization, issuance and fully-paid and
non-assessable status of the securities covered by this Registration Statement,
has represented the Registrant in the past on certain legal matters. The
partners of Sommer & Schneider LLP are the recipients of a Stock Award of an
aggregate of 50,000 shares of Common Stock of the Registrant which are included
in this Registration Statement.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Company is a Delaware corporation. Reference is made to Section 145
of the Delaware General Corporation Law (the "DGCL"), which provides that a
corporation may indemnify any person, including an officer or director, who is,
or is threatened to be made, party to any threatened, pending or completed legal
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of such corporation), by
reason of the fact that such person is or was an officer, director, employee, or
agent of such corporation or is or was serving at the request of such
corporation as an officer, director, employee, or agent of another corporation
or enterprise. The indemnity may include expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by such person in connection with such action, suit or proceeding, provided such
officer, director, employee, or agent acted in good faith and in a manner he
reasonably believed to be in or not opposed to the corporation's best interests
and, with respect to criminal proceedings, had no reasonable cause to believe
that his conduct was unlawful. Section 145 of the DGCL provides further that a
Delaware corporation may indemnify officers and directors in an action by or in
the right of the corporation under the same conditions, except that no
indemnification is permitted without judicial approval if the officer or
director is adjudged to be liable to the corporation. Where an officer or
director is successful on the merits or otherwise in the defense of any action
referred to above or any claim therein, the corporation must indemnify him
against the expenses that such officer or director actually and reasonably
incurred. The certificate of incorporation of the Company provides for
indemnification of its officers and directors to the full extent permitted by
the DGCL.

         The certificate of incorporation also provides that directors of the
Company will not be personally liable for monetary damages for breach of a
director's fiduciary duty as a director, except for liability (i) for any breach
of the director's duty of loyalty to the Company or its shareholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) for unlawful payment of dividends or unlawful
stock

                                        4
<PAGE>

repurchases or redemptions as provided in Section 174 of the DGCL, or (iv) for
any transaction from which the director derived an improper personal benefit.


ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable


ITEM 8.  EXHIBITS.

3.1      Articles of Incorporation of the Company, as amended (1)
3.2      By-laws of the Company, as amended (1)
4.1      Form of Stock Award Agreement dated May 20, 2004 (2)
5.1      Opinion of Sommer & Schneider LLP (2)
23.1     Consent of Radin, Glass & Co., LLP, Independent Auditor (2)
24.1     Consent of Sommer & Schneider LLP (included in Exhibit 5.1)

(1)      Incorporated by reference from the Company's Amended Report on Form
         10-SB, filed with the Commission on October 7, 1999, and as amended
         thereafter, and incorporated herein by reference.
(2)      Filed herewith


ITEM 9.  UNDERTAKINGS.

         The undersigned the Company hereby undertakes:

         (a)(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:

                  (i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933 (the "Securities Act");

                  (ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represents a fundamental change in the information set forth in the registration
statement;

                  (iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement.

                  PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
Company pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the registration statement.

                                       5
<PAGE>

                  (2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

                  (3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

         (b) The undersigned the Company hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the Company's
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act
(and, where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against pubic policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Company of expenses incurred or
paid by a director, officer or controlling person of the Company in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.














                                       6
<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Company certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, hereunto
duly authorized, in the County of Suffolk, State of New York on May 24, 2004.

                                            CDKNet.Com, Inc.


                                            By:   /s/ Steven A. Horowitz
                                               ---------------------------------
                                               Steven A. Horowitz, Chairman and
                                               Chief Executive Officer


         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated:

Signature                         Title                          Date
---------                         -----                          ----


/s/ Steven A. Horowitz            Chairman and                   May 24, 2004
---------------------------       Chief Executive Officer
Steven A. Horowitz



/s/ Andrew J. Schenker            Director                       May 24, 2004
---------------------------
Andrew J. Schenker



/s/ Timothy J. Mayette            Chief Financial Officer        May 24, 2004
---------------------------
Timothy J. Mayette



                                  Director                       May   , 2004
---------------------------
Anthony J. Bonomo






                                       7
<PAGE>

                                  EXHIBIT INDEX
EXHIBIT
NUMBER             DESCRIPTION
------             -----------

3.1                Articles of Incorporation of the Company, as amended (1)
3.2                By-laws of the Company, as amended (1)
4.1                Form of Stock Award Agreement dated May 20, 2004 (2)
5.1                Opinion of Sommer & Schneider LLP (2)
23.1               Consent of Radin, Glass & Co., LLP, Independent Auditor (2)
24.1               Consent of Sommer & Schneider LLP (included in Exhibit 5.1)

(1)      Incorporated by reference from the Company's Amended Report on Form
         10-SB, filed with the Commission on October 7, 1999, and as amended
         thereafter, and incorporated herein by reference.
(2)      Filed herewith





























                                       8
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{"company-data": {"conformed-name": "CDKNET COM INC", "cik": "0001095130", "assigned-sic": "7389", "irs-number": "223586087", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-115835", "film-number": "04829373"}, "business-address": {"street1": "595 STEWART AVE", "street2": "STE 710", "city": "GARDEN CITY", "state": "NY", "zip": "11530", "phone": "5162222345"}, "mail-address": {"street1": "595 STEWART AVE", "street2": "STE 710", "city": "GARDEN CITY", "state": "NY", "zip": "11530"}}
================================================================================

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                  -------------
                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                                CDKNET.COM, INC.
                                ----------------
             (Exact name of registrant as specified in its charter)

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

                               40 Marquette Drive
                            Smithtown, New York 11787
               (Address of Principal Executive Office) (Zip Code)

                         Commission File No.: 000-29462

                              Stock Award Agreement
                               dated May 20, 2004
                            (Full title of the plan)

                               Andrew J. Schenker.
                               40 Marquette Drive
                            Smithtown, New York 11787
                     (Name and address of agent for service)

                                 (631) 724-1643
          (Telephone number, including area code, of agent for service)
                                  -------------

                         CALCULATION OF REGISTRATION FEE
================================================================================
                                     Proposed        Proposed
                                     Maximum         Maximum
Title of            Amount           Offering        Aggregate      Amount of
Securities to       to be            Price Per       Offering       Registration
Be Registered       Registered       Share(1)        Price(1)       Fee
--------------------------------------------------------------------------------
Common Stock,       200,000          $1.50           $300,000       $38.01
par value $.0001
per share
================================================================================

----------------------
(1) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457, based on the closing price of the Common
Stock, as reported by the OTC Bulletin Board, on May 20, 2004.
================================================================================
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1.  PLAN INFORMATION*

ITEM 2.  INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION*

         *This Registration Statement relates to the registration of 200,000
shares of Common Stock, $0.0001 par value per share, of CDKNet.Com, Inc. (the
"Registrant") which can be issued and delivered to recipients of Stock Awards
pursuant to a form of Stock Award Agreement dated May 20, 2004. Documents
containing the information required by Part I of this Registration Statement
will be sent or given to participants in the Plan as specified by Rule
428(b)(1). Such documents are not filed with the Securities and Exchange
Commission (the "Commission") either as part of this Registration Statement or
as prospectuses or prospectus supplements pursuant to Rule 424, in reliance on
Rule 428.

         Registrant will provide without charge to each person to whom a copy of
a Section 10(a) Prospectus hereunder is delivered, upon the oral or written
request of such person, a copy of any document incorporated in this Registration
Statement by reference. Requests for such information should be directed to
Andrew J. Schenker, President, 40 Marquette Drive, Smithtown, New York 11787.

                                       2
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

         The following documents previously filed with the Commission pursuant
to the 1934 Act are hereby incorporated in this prospectus by reference:

         1. CDKNet.Com, Inc.'s Annual Report on Form 10-KSB for the year ended
June 30, 2003;

         2. CDKNet.Com, Inc.'s Quarterly Report on Form 10-QSB for the quarters
ended September 30, 2003, December 31, 2003 and March 31, 2004; and

         3. All reports filed by Registrant pursuant to Section 13(a) or 15(d)
of the Exchange Act since October 10, 1999.

         All documents filed by CDKNet.Com, Inc., pursuant to Section 13(a),
13(c), 14 or 15(d) of the 1934 Act subsequent to the date of this prospectus and
prior to the termination of this offering, shall be deemed to be incorporated by
reference into this prospectus. Any information incorporated by reference shall
be modified or superseded by any information contained in this prospectus or in
any other document filed later with the Commission, which modifies or supersedes
such information. Any information that is modified or superseded shall become a
part of this prospectus as the information has been so modified or superseded.

         We will provide without charge to each person to whom a prospectus is
delivered, upon written or oral request of such person, a copy of any and all of
the information that has been incorporated by reference in this prospectus
(excluding exhibits unless such exhibits are specifically incorporated by
reference into such documents). Please direct such requests to Mr. Andrew J.
Schenker, President, 40 Marquette Drive, Smithtown, New York 11787

         All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
Registration Statement and prior to the time a post-effective amendment which
indicates that the securities offered hereby have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference into this Registration Statement and to be a part hereof from the date
of filing of such documents.

         Any statement contained in any document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as modified or superseded, to constitute a part of this Registration
Statement.

                                       3
ITEM 4.  DESCRIPTION OF SECURITIES

         Not applicable. The class of securities to be offered is registered
under Section 12 of the Exchange Act.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         Sommer & Schneider LLP, who has prepared this Registration Statement
and the opinion regarding the authorization, issuance and fully-paid and
non-assessable status of the securities covered by this Registration Statement,
has represented the Registrant in the past on certain legal matters. The
partners of Sommer & Schneider LLP are the recipients of a Stock Award of an
aggregate of 50,000 shares of Common Stock of the Registrant which are included
in this Registration Statement.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Company is a Delaware corporation. Reference is made to Section 145
of the Delaware General Corporation Law (the "DGCL"), which provides that a
corporation may indemnify any person, including an officer or director, who is,
or is threatened to be made, party to any threatened, pending or completed legal
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of such corporation), by
reason of the fact that such person is or was an officer, director, employee, or
agent of such corporation or is or was serving at the request of such
corporation as an officer, director, employee, or agent of another corporation
or enterprise. The indemnity may include expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by such person in connection with such action, suit or proceeding, provided such
officer, director, employee, or agent acted in good faith and in a manner he
reasonably believed to be in or not opposed to the corporation's best interests
and, with respect to criminal proceedings, had no reasonable cause to believe
that his conduct was unlawful. Section 145 of the DGCL provides further that a
Delaware corporation may indemnify officers and directors in an action by or in
the right of the corporation under the same conditions, except that no
indemnification is permitted without judicial approval if the officer or
director is adjudged to be liable to the corporation. Where an officer or
director is successful on the merits or otherwise in the defense of any action
referred to above or any claim therein, the corporation must indemnify him
against the expenses that such officer or director actually and reasonably
incurred. The certificate of incorporation of the Company provides for
indemnification of its officers and directors to the full extent permitted by
the DGCL.

         The certificate of incorporation also provides that directors of the
Company will not be personally liable for monetary damages for breach of a
director's fiduciary duty as a director, except for liability (i) for any breach
of the director's duty of loyalty to the Company or its shareholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) for unlawful payment of dividends or unlawful
stock

                                        4
repurchases or redemptions as provided in Section 174 of the DGCL, or (iv) for
any transaction from which the director derived an improper personal benefit.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable

ITEM 8.  EXHIBITS.

3.1      Articles of Incorporation of the Company, as amended (1)
3.2      By-laws of the Company, as amended (1)
4.1      Form of Stock Award Agreement dated May 20, 2004 (2)
5.1      Opinion of Sommer & Schneider LLP (2)
23.1     Consent of Radin, Glass & Co., LLP, Independent Auditor (2)
24.1     Consent of Sommer & Schneider LLP (included in Exhibit 5.1)

(1)      Incorporated by reference from the Company's Amended Report on Form
         10-SB, filed with the Commission on October 7, 1999, and as amended
         thereafter, and incorporated herein by reference.
(2)      Filed herewith

ITEM 9.  UNDERTAKINGS.

         The undersigned the Company hereby undertakes:

         (a)(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:

                  (i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933 (the "Securities Act");

                  (ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represents a fundamental change in the information set forth in the registration
statement;

                  (iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement.

                  PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
Company pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the registration statement.

                                       5
(2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

                  (3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

         (b) The undersigned the Company hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the Company's
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act
(and, where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against pubic policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Company of expenses incurred or
paid by a director, officer or controlling person of the Company in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

                                       6
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Company certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, hereunto
duly authorized, in the County of Suffolk, State of New York on May 24, 2004.

                                            CDKNet.Com, Inc.

                                            By:   /s/ Steven A. Horowitz
                                               ---------------------------------
                                               Steven A. Horowitz, Chairman and
                                               Chief Executive Officer

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated:

Signature                         Title                          Date
---------                         -----                          ----

/s/ Steven A. Horowitz            Chairman and                   May 24, 2004
---------------------------       Chief Executive Officer
Steven A. Horowitz

/s/ Andrew J. Schenker            Director                       May 24, 2004
---------------------------
Andrew J. Schenker

/s/ Timothy J. Mayette            Chief Financial Officer        May 24, 2004
---------------------------
Timothy J. Mayette

                                  Director                       May   , 2004
---------------------------
Anthony J. Bonomo

                                       7
EXHIBIT INDEX
EXHIBIT
NUMBER             DESCRIPTION
------             -----------

3.1                Articles of Incorporation of the Company, as amended (1)
3.2                By-laws of the Company, as amended (1)
4.1                Form of Stock Award Agreement dated May 20, 2004 (2)
5.1                Opinion of Sommer & Schneider LLP (2)
23.1               Consent of Radin, Glass & Co., LLP, Independent Auditor (2)
24.1               Consent of Sommer & Schneider LLP (included in Exhibit 5.1)

(1)      Incorporated by reference from the Company's Amended Report on Form
         10-SB, filed with the Commission on October 7, 1999, and as amended
         thereafter, and incorporated herein by reference.
(2)      Filed herewith

                                       8