UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) June 23, 2006
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IMMUNOTECHNOLOGY CORPORATION
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(Exact Name of Registrant as Specified in Its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
0-24641 84-1016435
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(Commission File Number) (IRS Employer Identification No.)
1661 Lakeview Circle, Ogden, UT 84403
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(Address of Principal Executive Offices) Zip Code)
801-399-3632
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(Registrant's Telephone Number, Including Area Code)
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(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):
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01 Entry into a Material Definitive Agreement
On June 23, 2006, Immunotechnology Corporation, a Delaware corporation
("Immunotechnology"), and Petals Decorative Accents, LLC, LLC., a Delaware
liability company ("Petals") entered into a Contribution Agreement whereby
Immunotechnology agreed to purchase and Petals agreed to sell, substantially all
of the assets and contracts of Petals in consideration for (i) the assumption of
substantially all of Petals' debt by Immunotechnology, and (ii) the issuance by
Immunotechnology to Petals of 90,000,000 shares of common stock of
Immunotechnology, par value $.00001 per share, 10,800 shares of Series A
Convertible Preferred Stock, par value $.00001 per share (the "Series A
Preferred Stock") and 240 shares of Series B Convertible Preferred Stock, par
value $.00001 per share (the "Series B Preferred Stock").
The proposed transaction is subject to several conditions, including
the repayment or conversion of Immunotechnology's outstanding debt and the
authorization of the Series A Preferred Stock and the Series B Preferred Stock.
In the event the transaction is closed, of which there can be no
assurance, we anticipate that the capital structure of Immunotechnology will be
substantially as follows:
Assuming
Shareholder Group Common Stock Preferred Stock Conversion (1)
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Current Shareholders
and debt holders 6,150,000 -0- 6,150,000
Petals Members 90,000,000 -0- 90,000,000
Petals Members (2) -0- 10,800 18,000,000
Petal Members (3) -0- 240 24,000,000
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Total 96,150,000 -- 138,150,000
(1) Assumes all shares of Series A and Series B Preferred Stock convert
into common stock.
(2) The 10,800 shares of Series A Preferred Stock will be convertible
into an aggregate of 18,000,000 shares of Immunotechnology common stock subject
to certain adjustments.
(3) The 240 shares of Series B Preferred Stock will be convertible into
an aggregate of 24,000,000 shares of Immunotechnology common stock subject to
certain adjustments.
Business Operations
Immunotechnology is currently a shell corporation. If the transaction
is completed, Immunotechnology will operate the business currently operated by
Petals. Petals designs, assembles, markets and sells high-quality silk flowers,
plants and trees utilizing unique floral stems and other materials purchased by
Petals from manufacturers, primarily in Asia. Petals sells its products through
its mail order catalog and website. Petals imports the floral and tree
components and other materials used in its products, primarily from China, and
assemble them in its own facility in Portland, Tennessee. Petals order
fulfillment is performed on an outsourced basis by a third party at a call
center in Martinsville, Virginia and a distribution facility in Portland,
Tennessee.
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Other Matters
Immunotechnology will not seek stockholder approval of the
transaction. We anticipate the transaction will be completed in July 2006. We
anticipate that following the completion of the transaction, the current
officers and directors of Immunotechnology will resign and officers and
directors designated by Petals members will be appointed. We anticipate that
subsequent to the completion of the transaction, Immunotechnology will amend its
Certificate of Incorporation to change its name to some derivation of Petal
Decorative Accents and to increase the number of shares of Immunotechnology
common stock authorized. Any change of name and other amendments to
Immunotechnology's Certificate of Incorporation will require shareholder
consent.
Item 9.01 Financial Statements and Exhibits
Exhibit 10.1 Contribution Agreement (Attached hereto is a copy of the
executed Contribution Agreement entered into by Immunotechnology and Petals. All
schedules and exhibits thereto have been omitted.)
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.
Dated: June 29, 2006 IMMUNOTECHNOLOGY CORPORATION
By: /s/ Mark A. Scharmann
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Mark A. Scharmann,
Chief Executive Officer and
Chief Financial Officer
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