Unassociated Document
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): August 21, 2006
IMMUNOTECHNOLOGY
CORPORATION
(Exact
Name of Registrant as Specified in Charter)
|
Delaware
|
0-24641
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84-1016435
|
|
(State
or other jurisdiction of
incorporation)
|
(Commission
File
Number)
|
(IRS
Employer Identification
Number)
|
Executive
Pavilion, 90 Grove Street, Ridgefield, Connecticut
06877
(Address
of principal executive offices) (Zip Code)
(203)431-3300
(Registrant’s
telephone number, including area code)
N/A
(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 (see General Instruction A.2. below).
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
4.01 Change
in the Registrant’s Certifying Accountant
On
August
21, 2006, following approval from our board of directors, we terminated Spector
& Wong, LLP ("Spector")
as our
registered independent certified public accountant. Spector audited our
financial statements for the fiscal year ended June 30, 2005.
Spector's
report on our financial statements for the fiscal year ended June 30, 2005
did
not contain any adverse opinion or disclaimer of opinion and was not qualified
as to audit scope or accounting principles. The report of Spector for the fiscal
year ended June 30, 2005, was qualified in that adverse financial conditions
identified by the accountants raised substantial doubt about our ability to
continue as a going-concern. During the fiscal year ended June 30, 2005, and
in
the subsequent interim periods through the date of this current report, (i)
there were no disagreements between us and Spector on any matter of accounting
principles or practices, financial statement disclosure or auditing scope or
procedure which, if not resolved to the satisfaction of Spector, would have
caused Spector to make reference to the subject matter of the disagreement
in
connection with its reports and (ii) there were no "reportable events," as
defined in Item 304(a)(1)(iv) of Regulation S-B of the Securities Exchange
Act
of 1934, as amended. The decision to replace Spector was not the result of
any
disagreement between Spector and us on any matter of accounting principle or
practice, financial statement disclosure or audit procedure. The board of
directors deemed it in the best interests of Immuno to change independent
auditors following the Closing of the Acquisition (as defined below).
We
have
furnished Spector with a copy of this current report on Form 8-K prior to its
filing with the Securities and Exchange Commission (the “SEC”).
We
have also requested that Spector furnish a letter addressed to the SEC stating
whether it agrees with the statements made in this current report. A copy of
Spector's letter to the SEC is filed with this current report as Exhibit
16.1.
Our
financial statements for the fiscal years ended June 30, 2004 and June 30,
2003
were audited by independent registered public accounting firms other than
Spector. On September 19, 2005, we filed a current report on Form 8-K, which
is
incorporated herein by reference, to disclose the dismissal of HJ &
Associates, the prior principal accountants for Immuno and the independent
registered public accounting firm that audited our financial statements for
the
fiscal year ended June 30, 2004. On October 13, 2004, we filed a current report
on Form 8-K, which is incorporated herein by reference, to disclose the
dismissal of Rose, Snyder & Jacobs, the principal accountants for Immuno
prior to HJ & Associates and the independent registered public accounting
firm that audited our financial statements for the fiscal year ended June 30,
2003.
On
June
30, 2006 we acquired substantially all the assets of Petals Decorative Accents
LLC (“Petals”)
in
exchange for the assumption by the Corporation of all but certain specified
liabilities of Petals and the issuance to Petals of shares of our capital stock
(the “Acquisition”).
The
shares we issued to Petals in the Acquisition represent a controlling interest
in us, and thereforethe transaction was accounted for as a recapitalization,
and
Petals is considered to have acquired us for accounting purposes. Petals is
a
private company, and its financial statements for fiscal years ended September
3, 2005 and August 28, 2004 were audited by Most & Company,
LLP.
Item
5.02 Departure
of Directors or Principal Officers; Election of Directors; Appointment
of Principal Officers
On
August
7, 2006, we filed a Schedule 14F-1 and a current report on Form 8-K with the
SEC
in connection with the resignation of Mark A. Scharmann as a member of our
board
of directors. The Information Statement was subseqently mailed to our
stockholders of record on August 8, 2006. On August 18, 2006, the resignation
of
Mr Scharmann as a member of, and the appointment of Henry Sargent to, our board
of directors became effective.
Mr.
Shcarmann’s resignmation was received on July 31, 2006, and stated that it would
become effective upon the expiration of the 10-day period beginning on the
later
of the date of the filing of an Information Statement on Schedule 14F-1 with
the
SEC pursuant to Rule 14f-1 or the date of mailing of such Information Statement
to our shareholders. The combined resignations of Dan O. Price on June 30,
2006,
and Mr. Scharmann on July 31, 2006, represent a complete change in the members
of our board of directors since the closing of that certain Contribution
Agreement entered into between ImmunoTechnology Corporation and Petals
Decorative Accent LLC (“Petals”),
dated
June 23, 2006 (the “Contribution
Agreement”).
Copies of the Contribution Agreement and other agreements related to the
acquisition of assets from Petals are attached as exhibits to our current
reports on Form 8-K filed with the SEC on June 30, 2006 and July 7, 2006. All
Company filings and exhibits thereto, may be inspected without charge at the
public reference section of the SEC N.W. at 450 Fifth Street, Washington, D.C.
20549 or obtained on the SEC's website at www.sec.gov.
On
August
2, 2006, our board of directors appointed Henry Sargent to fill the vacancy
created by Mr. Scharmann’s resignation. Mr. Sargent's appointment was
conditioned upon the effectiveness of Mr. Scharmann's board
resignation.
Mr.
Sargent is 39 years old and has been a director of Petals since its inception.
He has held various executive positions with Southridge Capital Management,
LLC
since 1998. Prior to joining Southridge, Mr. Sargent practiced corporate law
with Claugus & Mitchell, a New York law firm. Mr. Sargent is a CFA and
received his BA from Connecticut College and his JD from Fordham University.
At
the
time of this filing, Mr. Sargent is not, and we do not expect him to be, named
to any committees of the board of directors.
Mr.
Sargent is not a party to any transactions with us that we would be required
to
disclose pursuant to Item 404(a) of Regulation S-B promulgated under the
Securities Act of 1933. However, on August 1, 2006, Petals filed a Form 4 with
the SEC to report that it had entered into an Assignment Agreement with Mountain
West Partners LLC (“MWP”),
dated
July 31, 2006, pursuant to which it assigned 5,700,000 shares of our common
stock to MWP in exchange for services rendered. Mr. Sargent is a control person
of MWP.
Item
9.01 Financial
Statements And Exhibits
(c) Exhibits
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Number
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Title
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16.1
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Letter
of Spector & Wong, LLP dated August 23, 2006 regarding change in
certifying accountant.
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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.
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IMMUNOTECHNOLOGY
CORPORATION
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Dated:
August 24, 2006
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By:
/s/ Stephen M.
Hicks
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Stephen
M. Hicks
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President
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