================================================================================
                    U. S. 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                                         22-3586-87
(STATE OR OTHER JURISDICTION OF                           (IRS EMPLOYER
 INCORPORATION OR ORGANIZATION)                         IDENTIFICATION NO.)

                              250 West 57th Street
                                   Suite 1101
                            New York, New York 10019
               ---------------------------------------------------
               (Address of principal executive offices) (Zip Code)

       Registrant's telephone number, including area code: (212) 547-6050
                                                           --------------

                              CONSULTING AGREEMENT
                           BETWEEN THE REGISTRANT AND
                                STEVEN WILDSTEIN
                            (Full title of the plan)

                           STEVEN A. HOROWITZ, ESQUIRE
                        400 Garden City Plaza, Suite 202
                           Garden City, New York 11530
                     ---------------------------------------
                     (Name and address of agent for service)

                                 (516) 873-2000
          -------------------------------------------------------------
          (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)

================================================================================
                         CALCULATION OF REGISTRATION FEE

                                          Proposed     Proposed
                                          maximum      maximum
                                          offering     aggregate    Amount of
Title of securities    Amount to be       price        offering     registration
to be registered       registered(1)      per unit(2)  price        fee
--------------------------------------------------------------------------------
Common Stock, par      500,000 Shares      $ .14       $70,000      $ 17.50
value, $.0001 per
share
--------------------------------------------------------------------------------
(1) This registration statement shall also cover any additional shares of common
stock which become issuable under the Plan being registered pursuant to this
registration statement by reason of any stock dividend, stock split,
recapitalization or any other similar transaction effected without the receipt
of consideration which results in an increase in the number of shares of the
Registrant's outstanding shares of common stock.

(2) Estimated solely for purposes of calculating the registration fee.
Calculated in accordance with Rule 457(c) under the Securities Act of 1933 based
upon the last reported sale price of Common Stock of CDKnet.com, Inc. as
reported on the NASD Over-the-Counter Bulletin Board on October 9, 2001.
<PAGE>
                                     PART I

              Information Required in the Section 10(a) Prospectus

ITEM 1.  PLAN INFORMATION*

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION*

* Information required by Items 1 and 2 of Part 1 to be contained in the Section
10(a) prospectus is omitted from this registration statement will be sent to
participants in the plan in accordance with Rule 428 under the Securities Act of
1933. In accordance with the instructions to Part 1, the omitted portions are
not filed with the Securities and Exchange Commission ("Commission") as part of
this registration statement.

                                     PART II

               Information Required in the Registration Statement

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents, filed with the Commission by CDKnet.com, Inc., a
Delaware corporation (the "Company"), are incorporated herein by reference:

         (a) The registrant's annual report on Form 10-KSB for the fiscal year
ended June 30, 2001 (Commission File No. 0-27587);

         (b) The Registrant's Current Report on Form 8-K, filed with the
Commission on June 19, 2001;

         (c) The Registrant's Current Report on Form 8-K, filed with the
Commission on December 15, 2000; and

         (d) any document filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date
hereof, but prior to the filing of a post-effective amendment to this
Registration Statement which indicates that all shares of Common Stock
registered hereunder have been sold or that deregisters all such shares of
common stock then remaining unsold, such documents being deemed to be
incorporated by reference herein and to be part hereof from the date of filing
of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not Applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

THE ARTICLES OF INCORPORATION OF THE COMPANY PROVIDE FOR INDEMNIFICATION OF
EMPLOYEES AND OFFICERS IN CERTAIN CASES. INSOFAR AS INDEMNIFICATION FOR
LIABILITIES ARISING UNDER THE SECURITIES ACT OF 1933 MAY BE PERMITTED TO
DIRECTORS, OFFICERS OR PERSONS CONTROLLING THE COMPANY PURSUANT TO THE FOREGOING
PROVISIONS, THE COMPANY HAS BEEN INFORMED THAT IN THE OPINION OF THE SECURITIES
AND EXCHANGE COMMISSION SUCH INDEMNIFICATION IS AGAINST PUBLIC POLICY AS
EXPRESSED IN THE ACT AND IS THEREFORE UNENFORCEABLE.
<PAGE>
Delaware law sets forth the Registrant's powers to indemnify officers,
directors, employees and agents. The Registrant's Articles of Incorporation
provide as follows:

         "A director of the Corporation shall not be personally liable to the
         Corporation or its stockholders for monetary damages for breach of
         fiduciary duty as a director, except for liability (i) for any breach
         of the director's duty of loyalty to the Corporation or its
         stockholders, (ii) for acts or omissions not in good faith or which
         involve intentional misconduct or a knowing violation of the law, (iii)
         under Section 174 of the Delaware General corporation law, or (iv) for
         any transaction from which the director derived any improper personal
         benefit. If the Delaware General Corporation Law is amended after the
         date of incorporation of the Corporation to authorize corporate action
         further eliminating or limiting the personal liability of directors,
         then the liability of a director of the Corporation shall be eliminated
         or limited to the fullest extent permitted by the Delaware General
         Corporation law as so amended.

         Any repeal or modification of the foregoing paragraph by the
         stockholders of the Corporation shall not adversely affect any right or
         protection of a director of the Corporation existing at the time of the
         repeal or modification.

         The Corporation shall, to the fullest extent permitted by Section 145
         (or any other provision) of the Delaware general corporation Law, as
         the same may be amended and supplemented, or by any successor thereto,
         indemnify any and all officers and directors of the corporation form
         and against any and all of the expenses, liabilities or other mattes
         referred to in or converted by said Section. Such right to
         indemnification provided for herein shall not be deemed exclusive of
         any other rights to which those seeking indemnification may be entitled
         under any By-law, agreement, vote of stockholders or disinterested
         directors or otherwise."

Except as mentioned above, there is no charter provision, bylaw, contract,
arrangement or statute pursuant to which any director or officer is indemnified
in any manner against any liability which he may incur in his capacity as such.


ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.


ITEM 8.  EXHIBITS.

          4.11 - Consulting Agreement between CDKnet.com, Inc. and
                 Steven E. Wildstein.
          5.1  - Opinion of Foley, Hoag & Eliot.
         23.3  - Consent of Foley, Hoag & Eliot (included in Exhibit 5.1).
         23.4  - Consent of Radin Glass & Company, LLP.


ITEM 9.  UNDERTAKINGS.

         (a)  The undersigned Company hereby undertakes:

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

              (2) That, for the purpose of determining any liability under the
         Securities Act of 1933, 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.
<PAGE>

              (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 Company hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Company's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) 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 Securities
Act of 1933 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 public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than payment by the Company of expenses paid or incurred
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 Act and will be governed by the final adjudication of
such issue.
<PAGE>


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, 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, thereunto duly
authorized, in the City of Garden City, the State of New York on this 10th day
of October, 2001.


                                             CDKnet.com, Inc.

                                             By: /s/ STEVEN A. HOROWITZ
                                             --------------------------------
                                             STEVEN A. HOROWITZ, Chairman,
                                             Chief Executive Officer, Chief
                                             Financial Officer and Secretary



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 dates indicated.


                                Chairman, Chief Executive
                                Officer, Chief Financial
/s/ Steven A. Horowitz          Officer and Secretary           October 10, 2001
----------------------          -------------------------       ----------------
Steven A. Horowitz                       Title                        Date




/s/ Andrew J. Schenker          Director                        October 10, 2001
----------------------          -------------------------       ----------------
Andrew J. Schenker                       Title                        Date




/s/ Anthony J. Bonomo           Director                        October 10, 2001
----------------------          -------------------------       ----------------
Anthony J. Bonomo                        Title                        Date
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================================================================================
                    U. S. 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                                         22-3586-87
(STATE OR OTHER JURISDICTION OF                           (IRS EMPLOYER
 INCORPORATION OR ORGANIZATION)                         IDENTIFICATION NO.)

                              250 West 57th Street
                                   Suite 1101
                            New York, New York 10019
               ---------------------------------------------------
               (Address of principal executive offices) (Zip Code)

       Registrant's telephone number, including area code: (212) 547-6050
                                                           --------------

                              CONSULTING AGREEMENT
                           BETWEEN THE REGISTRANT AND
                                STEVEN WILDSTEIN
                            (Full title of the plan)

                           STEVEN A. HOROWITZ, ESQUIRE
                        400 Garden City Plaza, Suite 202
                           Garden City, New York 11530
                     ---------------------------------------
                     (Name and address of agent for service)

                                 (516) 873-2000
          -------------------------------------------------------------
          (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)

================================================================================
                         CALCULATION OF REGISTRATION FEE

                                          Proposed     Proposed
                                          maximum      maximum
                                          offering     aggregate    Amount of
Title of securities    Amount to be       price        offering     registration
to be registered       registered(1)      per unit(2)  price        fee
--------------------------------------------------------------------------------
Common Stock, par      500,000 Shares      $ .14       $70,000      $ 17.50
value, $.0001 per
share
--------------------------------------------------------------------------------
(1) This registration statement shall also cover any additional shares of common
stock which become issuable under the Plan being registered pursuant to this
registration statement by reason of any stock dividend, stock split,
recapitalization or any other similar transaction effected without the receipt
of consideration which results in an increase in the number of shares of the
Registrant's outstanding shares of common stock.

(2) Estimated solely for purposes of calculating the registration fee.
Calculated in accordance with Rule 457(c) under the Securities Act of 1933 based
upon the last reported sale price of Common Stock of CDKnet.com, Inc. as
reported on the NASD Over-the-Counter Bulletin Board on October 9, 2001.
PART I

              Information Required in the Section 10(a) Prospectus

ITEM 1.  PLAN INFORMATION*

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION*

* Information required by Items 1 and 2 of Part 1 to be contained in the Section
10(a) prospectus is omitted from this registration statement will be sent to
participants in the plan in accordance with Rule 428 under the Securities Act of
1933. In accordance with the instructions to Part 1, the omitted portions are
not filed with the Securities and Exchange Commission ("Commission") as part of
this registration statement.

                                     PART II

               Information Required in the Registration Statement

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents, filed with the Commission by CDKnet.com, Inc., a
Delaware corporation (the "Company"), are incorporated herein by reference:

         (a) The registrant's annual report on Form 10-KSB for the fiscal year
ended June 30, 2001 (Commission File No. 0-27587);

         (b) The Registrant's Current Report on Form 8-K, filed with the
Commission on June 19, 2001;

         (c) The Registrant's Current Report on Form 8-K, filed with the
Commission on December 15, 2000; and

         (d) any document filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date
hereof, but prior to the filing of a post-effective amendment to this
Registration Statement which indicates that all shares of Common Stock
registered hereunder have been sold or that deregisters all such shares of
common stock then remaining unsold, such documents being deemed to be
incorporated by reference herein and to be part hereof from the date of filing
of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not Applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

THE ARTICLES OF INCORPORATION OF THE COMPANY PROVIDE FOR INDEMNIFICATION OF
EMPLOYEES AND OFFICERS IN CERTAIN CASES. INSOFAR AS INDEMNIFICATION FOR
LIABILITIES ARISING UNDER THE SECURITIES ACT OF 1933 MAY BE PERMITTED TO
DIRECTORS, OFFICERS OR PERSONS CONTROLLING THE COMPANY PURSUANT TO THE FOREGOING
PROVISIONS, THE COMPANY HAS BEEN INFORMED THAT IN THE OPINION OF THE SECURITIES
AND EXCHANGE COMMISSION SUCH INDEMNIFICATION IS AGAINST PUBLIC POLICY AS
EXPRESSED IN THE ACT AND IS THEREFORE UNENFORCEABLE.
Delaware law sets forth the Registrant's powers to indemnify officers,
directors, employees and agents. The Registrant's Articles of Incorporation
provide as follows:

         "A director of the Corporation shall not be personally liable to the
         Corporation or its stockholders for monetary damages for breach of
         fiduciary duty as a director, except for liability (i) for any breach
         of the director's duty of loyalty to the Corporation or its
         stockholders, (ii) for acts or omissions not in good faith or which
         involve intentional misconduct or a knowing violation of the law, (iii)
         under Section 174 of the Delaware General corporation law, or (iv) for
         any transaction from which the director derived any improper personal
         benefit. If the Delaware General Corporation Law is amended after the
         date of incorporation of the Corporation to authorize corporate action
         further eliminating or limiting the personal liability of directors,
         then the liability of a director of the Corporation shall be eliminated
         or limited to the fullest extent permitted by the Delaware General
         Corporation law as so amended.

         Any repeal or modification of the foregoing paragraph by the
         stockholders of the Corporation shall not adversely affect any right or
         protection of a director of the Corporation existing at the time of the
         repeal or modification.

         The Corporation shall, to the fullest extent permitted by Section 145
         (or any other provision) of the Delaware general corporation Law, as
         the same may be amended and supplemented, or by any successor thereto,
         indemnify any and all officers and directors of the corporation form
         and against any and all of the expenses, liabilities or other mattes
         referred to in or converted by said Section. Such right to
         indemnification provided for herein shall not be deemed exclusive of
         any other rights to which those seeking indemnification may be entitled
         under any By-law, agreement, vote of stockholders or disinterested
         directors or otherwise."

Except as mentioned above, there is no charter provision, bylaw, contract,
arrangement or statute pursuant to which any director or officer is indemnified
in any manner against any liability which he may incur in his capacity as such.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

          4.11 - Consulting Agreement between CDKnet.com, Inc. and
                 Steven E. Wildstein.
          5.1  - Opinion of Foley, Hoag & Eliot.
         23.3  - Consent of Foley, Hoag & Eliot (included in Exhibit 5.1).
         23.4  - Consent of Radin Glass & Company, LLP.

ITEM 9.  UNDERTAKINGS.

         (a)  The undersigned Company hereby undertakes:

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

              (2) That, for the purpose of determining any liability under the
         Securities Act of 1933, 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 Company hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Company's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) 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 Securities
Act of 1933 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 public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than payment by the Company of expenses paid or incurred
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 Act and will be governed by the final adjudication of
such issue.
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, 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, thereunto duly
authorized, in the City of Garden City, the State of New York on this 10th day
of October, 2001.

                                             CDKnet.com, Inc.

                                             By: /s/ STEVEN A. HOROWITZ
                                             --------------------------------
                                             STEVEN A. HOROWITZ, Chairman,
                                             Chief Executive Officer, Chief
                                             Financial Officer and Secretary

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 dates indicated.

                                Chairman, Chief Executive
                                Officer, Chief Financial
/s/ Steven A. Horowitz          Officer and Secretary           October 10, 2001
----------------------          -------------------------       ----------------
Steven A. Horowitz                       Title                        Date

/s/ Andrew J. Schenker          Director                        October 10, 2001
----------------------          -------------------------       ----------------
Andrew J. Schenker                       Title                        Date

/s/ Anthony J. Bonomo           Director                        October 10, 2001
----------------------          -------------------------       ----------------
Anthony J. Bonomo                        Title                        Date