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SEC FILE NUMBER
000-28863
CUSIP NUMBER
715856 10 0
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One) |X|Form 10-K and Form 10-KSB |_| Form 20-F |_| Form 11-K
|_| Form 10-Q and Form 10-QSB |_| Form N-SAR
For Period Ended: _________________________________
[X] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended: Ten Month Period Ended June 30, 2006
Read Instructions (on back page) Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission
has verified any information contained herein.
If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:
N/A
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PART I - REGISTRANT INFORMATION
Petals Decorative Accents, Inc.
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Full Name of Registrant
ImmunoTechnology Corporation
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Former Name if Applicable
Executive Pavilion, 90 Grove Street
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Address of Principal Executive Office (Street and Number)
Ridgefield, CT 06877
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City, State and Zip Code
PART II - RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)
|X| (a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or
expense;
|X| (b) The subject annual report, semi-annual report, transition
report on Form 10-K, Form 10-KSB, Form 20-F, Form 11-K or Form
N-SAR, or portion thereof, will be filed on or before the
fifteenth calendar day following the prescribed due date; or
the subject quarterly report or transition report on Form
10-Q, Form 10-QSB, or portion thereof, will be filed on or
before the fifth calendar day following the prescribed due
date; and
|_| (c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
PART III - NARRATIVE
State below in reasonable detail the reasons why Form 10-K and Form 10-KSB, Form
20-F, Form 11-K, Form 10-Q and Form 10-QSB, Form N-SAR, or the transition report
or portion thereof, could not be filed within the prescribed time period.
(Attach Extra Sheets if Needed)
The Registrant is unable to file, on the prescribed filing date, without
unreasonable effort and expense, its Transitional Report on Form 10-KSB for the
ten month period ended June 30, 2006, because of unanticipated difficulties and
delays in collecting and formatting data.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Stephen M. Hicks 203 431-3300
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If answer is no,
identify report(s). |X| Yes |_| No
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(3) Is it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion
thereof? |X| Yes |_| No
If so, attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
See Part IV(3) Continuation Page attached hereto.
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Petals Decorative Accents, Inc.
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: September 28, 2006 By: /s/ Stephen M. Hicks
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Stephen M. Hicks, President and Chairman
INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.
Part IV(3) Continuation Page
On June 23, 2006, ImmunoTechnology Corporation, a Delaware corporation
("Immuno" or the "Company") and Petals Decorative Accents LLC, a privately held
Delaware limited liability company ("Petals LLC"), entered into a Contribution
Agreement (the "Contribution Agreement") pursuant to which Immuno agreed to
acquire substantially all the assets of Petals LLC in exchange for the
assumption by Immuno of all but certain specified liabilities of Petals LLC and
the issuance to Petals LLC of shares of Immuno's capital stock. In connection
with the proposed acquisition, Immuno also entered into debt restructuring
agreements with certain creditors (the "Debt Restructuring Agreements"). The
transactions contemplated by the Contribution Agreement were consummated on June
30, 2006 (the "Acquisition").
The Acquisition has been accounted for as a reverse acquisition for
financial reporting purposes. The reverse acquisition is deemed a capital
transaction and the net assets of Petals LLC (the accounting acquirer) are
carried forward to Immuno (the legal acquirer and the reporting entity) at their
carrying value before the combination. Although Petals LLC was deemed to have
been the acquiring corporation for financial accounting and reporting purposes,
the legal status of Immuno as the surviving corporation does not change. The
relevant acquisition process utilizes the capital structure of Immuno and the
assets and assumed liabilities of Petals LLC are recorded at historical cost. In
these financial statements, Petals LLC is the operating entity for financial
reporting purposes and the financial statements for all periods presented
represent Petals LLC's financial position and results of operations. The equity
of Immuno is the historical equity of Petals LLC retroactively restated to
reflect the number of shares issued in the Acquisition.