<PAGE>

                                  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 2, 2006
                                                      --------------------------

                           STELLAR TECHNOLOGIES, INC.
--------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)

                                    COLORADO
--------------------------------------------------------------------------------
                 (State or Other Jurisdiction of Incorporation)

                000-33099                               84-1553046
--------------------------------------------------------------------------------
        (Commission File Number)             (IRS Employer Identification No.)

  7935 AIRPORT PULLING ROAD, SUITE 201
               NAPLES, FL                                               34109
--------------------------------------------------------------------------------
(Address of Principal Executive Offices)                             (Zip Code)

                   (239) 592-1816
--------------------------------------------------------------------------------
(Registrant's Telephone Number, Including Area Code)


--------------------------------------------------------------------------------
          (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))


<PAGE>

                SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS

ITEM 1.01  ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

         The information provided in Item 3.02 regarding the issuance of the
convertible preferred stock and warrants is hereby incorporated by reference.

                   SECTION 3 - SECURITIES AND TRADING MARKETS

ITEM 3.02  UNREGISTERED SALES OF EQUITY SECURITIES.

         On June 2, 2006, pursuant to a securities purchase agreement, we sold
shares of our Series B Convertible Preferred Stock convertible into 1,400,000
shares of common stock and warrants to purchase an additional 700,000 shares of
common stock for aggregate gross cash proceeds of $210,000. The securities were
sold in units consisting of one (1) share of Series B Convertible Preferred
Stock (the "Series B Shares") and a warrant to purchase fifty (50) shares of
common stock at a purchase price of $15.00 per unit. The foregoing securities
were issued in an offering (the "Offering") solely to certain overseas investors
who are not "U.S. persons" of up $4,500,000 of units consisting of 300,000
Series B Shares convertible into an aggregate of 30,000,000 shares of common
stock and warrants to purchase up to an aggregate of 15,000,000 shares of common
stock. We have reserved the right to offer and sell additional units for an
aggregate purchase price in excess of $4,500,000 to cover any over-allotments.
As of the date of this report, we have sold an aggregate of 80,000 units for
gross cash proceeds of $1,200,000.

         The Series B Shares have an original issue price of $15.00 per share
and are convertible at anytime at the option of the holder into shares of common
stock at a conversion price of $0.15 per share. Accordingly, each Series B Share
is initially convertible into 100 shares of common stock. The Series B Shares
automatically convert into shares of common stock in the event that (i) the
average closing price of the Company's common stock over 20 consecutive trading
days equals or exceeds $0.75 per share; and (ii) the shares of common stock
issuable upon conversion of the Series B Shares are either subject to an
effective registration statement permitting the public resale of such shares
under the Securities Act of 1933, as amended (the "Securities Act"), or
transferable pursuant to Rule 144(k) promulgated under the Act. The conversion
price will be adjusted for stock splits, combinations, recapitalization and
stock dividends. In the event of a consolidation or merger in which we are not
the surviving corporation, lawful provision shall be made so that upon
conversion of the Series B Shares the holder shall be entitled to receive the
number of shares of stock or other securities or property of the successor
entity that such holder would have been entitled to receive if the Series B
Shares had been converted immediately prior to such transaction.

         Each warrant is immediately exercisable into fifty (50) shares of
common stock at an exercise price of $0.40 per share for a term of three years.
The exercise price of the warrants will be adjusted for stock splits,
combinations, recapitalization and stock dividends. In the event of a
consolidation or merger in which we are not the surviving corporation (other
than a merger with a wholly owned subsidiary for the purpose of incorporating
the Company in a different jurisdiction), all holders of the warrants shall be
given at least fifteen (15) days notice of such transaction and shall be
permitted to exercise the warrants during such fifteen (15) day period. Upon
expiration of such fifteen (15) day period, the warrants shall terminate.

                                       2
<PAGE>

         The units were sold in a private placement transaction to a limited
number of accredited investors who are not "U.S. persons" pursuant to the
exemption from registration provided by Rules 901 and 903 of Regulation S under
the Securities Act. We paid consulting fees consisting of $16,800 and warrants
to purchase 112,000 shares of common stock (equal to 8% of the shares issuable
upon conversion of the preferred stock included in the units) at an exercise
price of $0.40 per share. The other material terms of these warrants are
identical to the terms of the warrants issued to investors in the Offering and
described above.

         We have agreed to include the shares of common stock issuable upon
conversion of the Series B Shares or exercise of the warrants sold in the
Offering in any registration statement we file under the Securities Act
(excluding registration statements on SEC Forms S-4, S-8 or any similar or
successor forms) in order to permit the public resale of such shares.

         The descriptions of the securities purchase agreements, the Series B
Shares, and the warrants set forth above are qualified in their entirety by
reference to a copies of such agreements filed as exhibits to this report and
incorporated herein by this reference.

ITEM 9.01  FINANCIAL STATEMENTS AND EXHIBITS.

(c) Exhibits. The following exhibits are filed with this report:

Exhibit No.         Description of Exhibit
-----------         ----------------------

10.1                Form of Securities Purchase Agreement by and
                    between the Company and Purchasers of Units
                    consisting of Series B Convertible Preferred
                    Stock and Warrants. (incorporated by
                    reference to Exhibit 10.1 to the
                    Registrant's Current Report on Form 8-K
                    filed May 4, 2006)

10.2                Form of Reg S Warrant issued to Purchasers
                    of Units and advisors in Unit Offering
                    consisting of Series B Convertible Preferred
                    Stock and Warrants. (incorporated by
                    reference to Exhibit 10.4 to the
                    Registrant's Current Report on Form 8-K
                    filed March 24, 2006)


                                       3
<PAGE>

                                   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.

                                              Stellar Technologies, Inc.



Date:  June 8, 2006                           By: /s/ John E. Baker
                                                  -----------------------------
                                                  John E. Baker
                                                  Chief Financial Officer


                                       4
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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 2, 2006
                                                      --------------------------

                           STELLAR TECHNOLOGIES, INC.
--------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)

                                    COLORADO
--------------------------------------------------------------------------------
                 (State or Other Jurisdiction of Incorporation)

                000-33099                               84-1553046
--------------------------------------------------------------------------------
        (Commission File Number)             (IRS Employer Identification No.)

  7935 AIRPORT PULLING ROAD, SUITE 201
               NAPLES, FL                                               34109
--------------------------------------------------------------------------------
(Address of Principal Executive Offices)                             (Zip Code)

                   (239) 592-1816
--------------------------------------------------------------------------------
(Registrant's Telephone Number, Including Area Code)

--------------------------------------------------------------------------------
          (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))
SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS

ITEM 1.01  ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

         The information provided in Item 3.02 regarding the issuance of the
convertible preferred stock and warrants is hereby incorporated by reference.

                   SECTION 3 - SECURITIES AND TRADING MARKETS

ITEM 3.02  UNREGISTERED SALES OF EQUITY SECURITIES.

         On June 2, 2006, pursuant to a securities purchase agreement, we sold
shares of our Series B Convertible Preferred Stock convertible into 1,400,000
shares of common stock and warrants to purchase an additional 700,000 shares of
common stock for aggregate gross cash proceeds of $210,000. The securities were
sold in units consisting of one (1) share of Series B Convertible Preferred
Stock (the "Series B Shares") and a warrant to purchase fifty (50) shares of
common stock at a purchase price of $15.00 per unit. The foregoing securities
were issued in an offering (the "Offering") solely to certain overseas investors
who are not "U.S. persons" of up $4,500,000 of units consisting of 300,000
Series B Shares convertible into an aggregate of 30,000,000 shares of common
stock and warrants to purchase up to an aggregate of 15,000,000 shares of common
stock. We have reserved the right to offer and sell additional units for an
aggregate purchase price in excess of $4,500,000 to cover any over-allotments.
As of the date of this report, we have sold an aggregate of 80,000 units for
gross cash proceeds of $1,200,000.

         The Series B Shares have an original issue price of $15.00 per share
and are convertible at anytime at the option of the holder into shares of common
stock at a conversion price of $0.15 per share. Accordingly, each Series B Share
is initially convertible into 100 shares of common stock. The Series B Shares
automatically convert into shares of common stock in the event that (i) the
average closing price of the Company's common stock over 20 consecutive trading
days equals or exceeds $0.75 per share; and (ii) the shares of common stock
issuable upon conversion of the Series B Shares are either subject to an
effective registration statement permitting the public resale of such shares
under the Securities Act of 1933, as amended (the "Securities Act"), or
transferable pursuant to Rule 144(k) promulgated under the Act. The conversion
price will be adjusted for stock splits, combinations, recapitalization and
stock dividends. In the event of a consolidation or merger in which we are not
the surviving corporation, lawful provision shall be made so that upon
conversion of the Series B Shares the holder shall be entitled to receive the
number of shares of stock or other securities or property of the successor
entity that such holder would have been entitled to receive if the Series B
Shares had been converted immediately prior to such transaction.

         Each warrant is immediately exercisable into fifty (50) shares of
common stock at an exercise price of $0.40 per share for a term of three years.
The exercise price of the warrants will be adjusted for stock splits,
combinations, recapitalization and stock dividends. In the event of a
consolidation or merger in which we are not the surviving corporation (other
than a merger with a wholly owned subsidiary for the purpose of incorporating
the Company in a different jurisdiction), all holders of the warrants shall be
given at least fifteen (15) days notice of such transaction and shall be
permitted to exercise the warrants during such fifteen (15) day period. Upon
expiration of such fifteen (15) day period, the warrants shall terminate.

                                       2
The units were sold in a private placement transaction to a limited
number of accredited investors who are not "U.S. persons" pursuant to the
exemption from registration provided by Rules 901 and 903 of Regulation S under
the Securities Act. We paid consulting fees consisting of $16,800 and warrants
to purchase 112,000 shares of common stock (equal to 8% of the shares issuable
upon conversion of the preferred stock included in the units) at an exercise
price of $0.40 per share. The other material terms of these warrants are
identical to the terms of the warrants issued to investors in the Offering and
described above.

         We have agreed to include the shares of common stock issuable upon
conversion of the Series B Shares or exercise of the warrants sold in the
Offering in any registration statement we file under the Securities Act
(excluding registration statements on SEC Forms S-4, S-8 or any similar or
successor forms) in order to permit the public resale of such shares.

         The descriptions of the securities purchase agreements, the Series B
Shares, and the warrants set forth above are qualified in their entirety by
reference to a copies of such agreements filed as exhibits to this report and
incorporated herein by this reference.

ITEM 9.01  FINANCIAL STATEMENTS AND EXHIBITS.

(c) Exhibits. The following exhibits are filed with this report:

Exhibit No.         Description of Exhibit
-----------         ----------------------

10.1                Form of Securities Purchase Agreement by and
                    between the Company and Purchasers of Units
                    consisting of Series B Convertible Preferred
                    Stock and Warrants. (incorporated by
                    reference to Exhibit 10.1 to the
                    Registrant's Current Report on Form 8-K
                    filed May 4, 2006)

10.2                Form of Reg S Warrant issued to Purchasers
                    of Units and advisors in Unit Offering
                    consisting of Series B Convertible Preferred
                    Stock and Warrants. (incorporated by
                    reference to Exhibit 10.4 to the
                    Registrant's Current Report on Form 8-K
                    filed March 24, 2006)

                                       3
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.

                                              Stellar Technologies, Inc.

Date:  June 8, 2006                           By: /s/ John E. Baker
                                                  -----------------------------
                                                  John E. Baker
                                                  Chief Financial Officer

                                       4