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): July 15, 2005
                                                           --------------

                              TASKER CAPITAL CORP.
             (Exact name of registrant as specified in its charter)

    Nevada                         000-32019                  88-0426048
--------------------------------------------------------------------------------
(State or other                   (Commission                (IRS Employer
jurisdiction of                    File Number)           Identification Number)
incorporation)

                  39 Old Ridgebury Road, Suite 14, Danbury, CT
               06810-5116 (Address of principal executive offices,
                               including zip code)

                                 (203) 730-4350
              (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:

|_|   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>

Item 1.01 Entry into a Material Definitive Agreement

Asset Acquisition Agreement and Related Consideration Note

On July 15, 2005,  Tasker  Capital Corp.  (the  "Company")  and its wholly owned
subsidiary,  Tasker  Products  IP Holdings  Corp.  ("Tasker  IP  Holdings"  and,
together  with the  Company,  the  "Buyers"),  entered  into an  Asset  Purchase
Agreement (the "Purchase  Agreement")  with Indian River Labs,  L.L.C.  ("IRL"),
pHarlo Citrus Technologies, Inc. ("PCTI"), pHarlo Citrus Properties Partnership,
LLLP  ("PCPP") and Coast to Coast  Laboratories,  LLC ("C2C",  and together with
IRL, PCTI and PCPP, the "Sellers").  The purchase of the assets  contemplated by
the Purchase Agreement was completed on the same day.

Pursuant to the Purchase  Agreement,  the Buyers purchased all of the functional
assets of the Sellers that relate to the  Company's  product lines and fields of
use.  Included  in  the  acquired  assets  were  the  following  utility  patent
applications.   Such  patent  applications  include  both  US  applications  and
applications in other countries (pursuant to The Patent Cooperation Treaty), and
include two US  Provisional  Applications  not yet subject to any  international
application:

      o     Antimicrobial Composition for Pre-Harvest and Post-Harvest Treatment
            of Plants and Animals

      o     Skin Care Composition for  Dermatological  Disorders  including burn
            and wrinkle creams (US Provisional Application)

      o     Oral Health Care Drink and Method for Reducing Malodors

      o     Antimicrobial Food Additive and Treatment for Cooked Food, Water and
            Wastewater

      o     Antimicrobial  Processing  Aid and  Food  Additive  (US  Provisional
            Application)

      o     Hangover Remedy and Alcohol Abatement Composition

In addition to  purchasing  the rights to the utility  patent  applications  and
provisional  patent  applications  described  above,  the Company  acquired  the
working assets of IRL and C2C,  which  includes the equipment,  raw material and
inventory  of their  operations  and all  existing  contracts,  including  C2C's
recently   announced  national   distribution   agreement  with  WALCO  for  its
UNIFRESH(TM) Footbath.

As part of the  consideration  for  the  acquired  assets,  the  Company  issued
18,792,388  shares  of its  common  stock  to the  Sellers  (the  "Consideration
Shares") and was obligated to issue an additional  200,000  shares of its common
stock  (the  "Additional  Shares")  to a  third  party  designated  by  PCTI  in
connection with certain claims against the assets of PCTI. The Additional Shares
were issued to White Sales and Marketing Inc. ("WSMI") on July 21, 2005 pursuant
to a  Settlement  and  Registration  Rights  Agreement  dated the same date (the
"Settlement  Agreement").   The  Consideration  Shares  have  been  or  will  be
distributed  to the ultimate  equity holders of the Sellers.  The  Consideration
Shares  and the  Additional  Shares  were  issued in  transactions  exempt  from
registration  under the  Securities  Act of 1933,  as amended  (the  "Securities
Act"),  by reason of Section  4(2) and/or  Regulation D of the  Securities  Act.
Pursuant to the terms of the Purchase  Agreement and the  Settlement  Agreement,
the Company was able to rely upon the representations and warranties provided by
the Sellers and WSMI  contained  therein in connection  with the issuance of the
Consideration Shares and the Additional Shares without registration.

In addition to the Consideration  Shares and the Additional  Shares, the Company
issued  and  delivered  to IRL a  promissory  note in the  principal  amount  of
$1,931,973.37  (the  "Consideration  Note")  and paid  $1,428,000  in cash.  The
Consideration  Note matures on July 20,  2007.  The Company is obligated to make
principal  and  interest  payments  bi-weekly  at an interest  rate of 3.40% per
annum,  simple  interest.  IRL may accelerate the maturity of the  Consideration
Note upon the  occurrence of an event of default,  which  includes,  among other
things,  (i) the failure by the Company to make payments under the Consideration
Note  within  10 days  after  the  applicable  due  date,  (ii) the  filing of a
voluntary or  involuntary  bankruptcy or  appointment  of a liquidator (or other
similar event) for the Company,  (iii) the  acceleration by any senior lender of
the Company of any  indebtedness  due from the Company to the senior lender,  or
(iv) a change in control of the Company.  In addition to the consideration  paid
by the Company  specified  above,  the Company also cancelled  promissory  notes
dated September 28, 2004 and November 12, 2004 with PCTI, promissory notes dated
December 15 and 30, 2004,  January 20, 2005,  February 15, 2005, and March 7 and
31, 2005 with PCPP,  promissory  notes  dated  January 3, 2005 and March 1, 2005
with David Creasey, a promissory note dated January 10, 2005 with Barry Cummins,
promissory  notes dated January 10, 2005 and March 4, 2005 with David  Dickinson
and a promissory  note dated March 3, 2005 with C2C,  along with other debt owed
to it by the Sellers and certain equity holders of the Sellers.

<PAGE>

A majority of the  Consideration  Shares will be subject to lock-up  agreements,
which allow only a certain  number of  Consideration  Shares to be eligible  for
resale over of the course of the next two years in  accordance  with the vesting
schedules contained in the agreements.  The vesting of the Consideration  Shares
is based, in part, upon the closing price of the Company's common stock. After a
change of control of the  Company or a change in, or the  resignation,  removal,
death or disability of, the Company's Chief  Executive  Officer,  President,  or
Chief Operating Officer, the Consideration Shares subject to the lock-up will be
freely  disposable.  Pursuant  to the  Purchase  Agreement,  the  holders of the
Consideration Shares have registration rights, which require the Company to file
a registration  statement covering the resale of the Consideration Shares within
30 days  after the  closing  and to have that  registration  statement  declared
effective  within 105 days after the  closing.  The  Company is  required to pay
liquidated  damages if the  registration  statement has not been filed within 30
days after the filing deadline specified above or if the registration  statement
has not been declared effective within 30 days after the effectiveness  deadline
specified  above.  Further,  if  the  registration  statement  is  not  declared
effective by the effectiveness  deadline specified above, the lock-up agreements
covering  a  majority  of the  Consideration  Shares  will  cease to  apply.  In
addition,  the Company has agreed  that,  within seven  business  days after the
effectiveness of such  registration  statement,  it will use its best efforts to
find qualified  purchasers to purchase the  Consideration  Shares covered by the
registration  statement  that are not then subject to any lock-up  restrictions.
WSMI also has  registration  rights  for the  Additional  Shares.  Within  three
business days following the effectiveness of the registration statement covering
the  Additional  Shares,  WSMI is  obligated  to  execute a release of all prior
claims against PCTI and the Company.

In  addition  to the  sale  of the  acquired  assets,  and  subject  to  certain
conditions, the Sellers have also agreed to cause Phitex Ltd. LLLP ("Phitex") to
issue to the Company  19.9% of the then total  outstanding  equity  interests of
Phitex on a fully  diluted  basis.  Prior to the  issuance of the Phitex  equity
interests,   (i)  the  registration   statement   covering  the  resale  of  the
Consideration  Shares must be declared  effective;  (ii) the Company  must enter
into a lock-up and  repurchase  right  agreement  relating to its Phitex  equity
interests,  (iii) no change of control of the Company shall have  occurred,  and
(iv) no  change  in,  or  resignation,  removal,  death or  disability  of,  the
Company's Chief Executive Officer,  President,  or Chief Operating Officer shall
have occurred.  Under the lock-up and repurchase  right  agreement,  Phitex will
retain the right to  repurchase  the  Company's  equity  interests for a nominal
amount  upon a  change  of  control  of  the  Company  or a  change  in,  or the
resignation,  removal,  death or disability  of, the Company's  Chief  Executive
Officer, President, or Chief Operating Officer. Phitex is the direct one hundred
percent owner of pHarlo IP, LLC ("pHarlo IP"),  the sole and exclusive  licensee
of certain base patents, as more fully described below.

<PAGE>

Ancillary Agreements

In September  2004, the Company  entered into Exclusive Field of Use and License
Agreements (the "License  Agreements") with PCTI to use, sell,  develop,  market
and  distribute  products  using PCTI's  proprietary,  patented  technology  for
consumer deodorant breath products, animal breath products, soft drink products,
and products used as  post-harvesting  processing aids for the poultry industry.
Pursuant to the License Agreements,  the Company agreed to make royalty payments
to PCTI based on product sales. In conjunction with the License Agreements,  the
Company   entered  into  General   Contracts  for  Products   (the   "Production
Agreements")  with IRL to manufacture and sell to the Company  concentrates  for
the  products  licensed by PCTI.  Pursuant  to the  Purchase  Agreement  and the
agreements  described below, the License Agreements with PCTI and the Production
Agreements with IRL have been terminated by the parties.

In connection with the Purchase Agreement,  the Buyers entered into a Patent and
Technology  Sub-License  Agreement,   dated  July  15,  2005  (the  "Sub-License
Agreement"),  with pHarlo IP,  whereby pHarlo IP granted to Tasker IP Holdings a
royalty free exclusive worldwide license to exploit the Base Patents (as defined
below) in the following fields of use (the "Fields of Use"):

      1.    Pre-harvest  food  processing  and  safety  applications,  including
            treatment for plants and animals;

      2.    Post-harvest  food  processing  and safety  applications,  including
            treatment for plants and animals, including the following:

            a.    antimicrobial  processing  aide  and food  additive  including
                  specific seafood applications, and

            b.    antimicrobial for airborne contaminants on cooked food;

      3.    Breath and mouthwash applications;

      4.    Hangover and alcohol abatement applications;

      5.    Topical  palliative  for  dermatological  disorders,  including skin
            moisturizing   applications,   anti-wrinkle  applications  and  burn
            treatment applications;

      6.    Pet product applications; and

      7.    Antimicrobial water treatment applications.

The Sub-License  Agreement and the license  granted  thereunder are scheduled to
terminate  on the  expiration  of the last to expire of the patents  forming the
basis  for the  licenses.  Pursuant  to the  Sub-License  Agreement,  Tasker  IP
Holdings  has the right to  sublicense  and assign to any third party any of the
rights and licenses granted under the Sub-License Agreement.  In addition to the
intellectual  property licensed under the Sub-License  Agreement,  pHarlo IP has
licensed to Tasker IP Holdings  all  additions,  enhancements,  improvements  or
further  developments to the  intellectual  property  having  application in the
Fields of Use. pHarlo IP has retained the right to pursue patent  protection for
such improvements.  Further, to the extent that pHarlo IP expresses an intent to
enter into a transaction with an unaffiliated  third party pursuant to which the
third party would acquire rights related to the Base Patents  outside the Fields
of Use, the Company has the right to enter into the  transaction  with pHarlo IP
for the same  consideration and on the same terms as the third party transaction
("Right of First Refusal").

As described  above and subject to certain  conditions,  the Company will have a
19.9% equity ownership  interest in Phitex, the direct one hundred percent owner
of pHarlo IP, the sole and exclusive licensee of the Base Patents.  In the event
the Company  elects not to  exercise  its Right of First  Refusal,  as an equity
owner the Company  would share in the monetary  benefits  derived by Phitex from
any transaction  between pHarlo IP and an  unaffiliated  third party pursuant to
which that third party acquires  rights to exploit the Base Patents  outside the
Fields of Use. The conditions to the Company's  ownership interest in Phitex are
described more fully above.

<PAGE>

During the term of the Sub-License Agreement, pHarlo IP has agreed to provide to
the Company and Tasker IP Holdings technical  assistance necessary to implement,
refine and exploit the Base Patents in the Fields of Use. In  consideration  for
the technical assistance,  the Company and Tasker IP Holdings have agreed to pay
to pHarlo  IP, in  advance,  prior to the  calendar  quarter  for which they are
payable, certain research and development fees ("R&D Fees"). The R&D Fees may be
subject to recovery by the Company in certain circumstances described below.

The Company,  Wynn Starr Special  Products,  LLC. ("Wynn Starr"),  PCTI, IRL and
pHarlo IP are parties to an Exclusive Field of Use License Agreement and Product
Sale  Agreement  made  effective as of September 16, 2004, as amended (the "Wynn
Starr  Agreement").  Pursuant to the Sub-License  Agreement,  commencing  within
thirty  days after  December  31, 2005 and within  thirty days of each  calendar
quarter  thereafter,  pHarlo IP has agreed to pay to the Company  that amount of
any royalties that are actually received by pHarlo IP from Wynn Starr during the
preceding  calendar  quarter  in an amount up to and not to exceed the amount of
any R&D Fees actually paid by the Buyers to pHarlo IP during the same  preceding
calendar  quarter.  The Company  expects that the royalties paid to pHarlo IP by
Wynn Starr will be sufficient to allow the Company to fully recover the R&D Fees
paid in advance to pHarlo IP.

Additionally,  to the extent that the amount of any  royalties  actually paid to
pHarlo IP by Wynn Starr under the Wynn Starr Agreement  exceed the R&D fees paid
by the  Buyers to pHarlo  IP,  pHarlo IP has  agreed to pay over to the  Company
one-third  of the amount by which  such  royalties  exceed the R&D fees.  In the
event that pHarlo IP ceases to receive  royalty  payments in respect of sales by
Wynn Starr of certain  products  based on  technology  licensed  by pHarlo IP to
Tasker IP Holdings,  Tasker IP Holdings is  obligated  to make cash  payments to
pHarlo IP equal to the royalties pHarlo IP is entitled to receive under the Wynn
Starr  Agreement with respect to such sales that are not subject to repayment to
the Company.

Mr. Steven Zavagli, one of the directors of the Company,  founded Wynn Starr and
serves as its chairman of the board of directors and chief executive officer. In
addition,  Mr. Zavagli is also the founder of Wynn Starr  Flavors,  the ultimate
parent  company  of Wynn  Starr,  and  serves  as the  chairman  of the board of
directors and chief executive officer of Wynn Starr Flavors.

The technology that forms the basis of the technology  licensed to the Buyers by
pHarlo IP is derived from U.S. Patent No.  5,989,595,  U.S. Patent No. 6,242,011
and U.S. Patent Application  Serial No. 10/453,805 (the "Base Patents").  pHarlo
IP is the sole and exclusive  licensee of the Base Patents pursuant to a certain
License Agreement by and between Barry Cummins  ("Cummins") and pHarlo IP, dated
July 15, 2005 and effective as of March 18, 2005 (the "Base License").  Pursuant
to the Base License,  pHarlo IP is required to pay to Cummins  royalties  ("Base
License Royalty Payments").  Pursuant to the Sub-License Agreement, in the event
that pHarlo IP  defaults in its  obligations  to make the Base  License  Royalty
Payments  to Cummins,  pHarlo IP is required to assign that  portion of the Base
License  representing all of the rights  sublicensed to Tasker IP Holdings under
the Sub-License  Agreement to Tasker IP Holdings and Tasker IP Holdings will pay
to Cummins the Base License Royalty Payments.

In connection with the Buyer's purchase of assets under the Purchase  Agreement,
PCTI  transferred to Tasker IP Holdings certain patent  applications  (the "PCTI
Transferred Patents"). Pursuant to the Sub-License Agreement, Tasker IP Holdings
has granted to pHarlo IP a royalty-free,  worldwide  exclusive right and license
to import,  export, make,  manufacture,  use and sell any inventions outside the
Fields of Use which are disclosed and claimed in the PCTI  Transferred  Patents.
In addition,  pHarlo IP has the right to sublicense  and assign to third parties
all of the rights and licenses granted by Tasker IP Holdings with respect to the
PCTI Transferred Patents.

<PAGE>

The Company has also agreed to supply  pHarlo IP with up to one hundred  gallons
per month of the concentrate formulated from the Base Patents as well as certain
derivative products.

The  description  of the  Purchase  Agreement,  the  Consideration  Note and the
various  ancillary  agreements  contained  in this Form 8-K is  qualified in its
entirety  by  reference  to  the  full  text  of  the  Purchase  Agreement,  the
Consideration Note, the lock-up  agreements,  and the license agreement filed as
exhibits to this Form 8-K.

This  Form  8-K  contains  forward-looking   statements.   The  Company  intends
statements  which are not historical in nature to be, and are hereby  identified
as  "forward-looking  statements" to be covered by the safe harbor provisions of
the Private  Securities  Litigation  Reform Act of 1995.  These  forward-looking
statements  involve  risks  and  uncertainties,  such as  statements  about  the
Company's plans, objectives,  expectations,  assumptions or future events. These
statements   involve   estimates,   assumptions,   known  and   unknown   risks,
uncertainties  and  performances,  or  achievements  expressed or implied by the
forward-looking   statement.   Actual  future  results  and  trends  may  differ
materially from those made in or suggested by any forward-looking statements due
to a variety of  factors,  including,  for  example,  the  Company's  ability to
compete with other  products in their  space;  the risk of  unfavorable  federal
regulation;  and the fact  that the  Company's  status  as a  development  stage
company  makes their  future  unclear.  Consequently  you should not place undue
reliance on these  forward-looking  statements.  The Company  discusses  many of
these and other  risks and  uncertainties  in greater  detail  under the section
entitled,  "Risk  Factors  That  May  Affect  Future  Results"  in Item 1 of the
Company's  Annual  Report on Form 10-KSB for the fiscal year ended  December 31,
2004 filed with SEC.

Item 1.02 Termination of a Material Definitive Agreement

See the disclosure set forth in Item 1.01 above, which is incorporated herein by
reference.

Item 2.01 Completion of Acquisition or Disposition of Assets.

See the disclosure set forth in Item 1.01 above, which is incorporated herein by
reference.

Item 2.03 Creation of a Direct  Financial  Obligation or an Obligation  under an
          Off-Balance Sheet Arrangement of a Registrant.

See the disclosure set forth in Item 1.01 above, which is incorporated herein by
reference.

Item 3.02 Unregistered Sales of Equity Securities.

See the disclosure set forth in Item 1.01 above, which is incorporated herein by
reference.

Item 9.01 Financial Statements and Exhibits.

(a)   Financial statements of business acquired.

The financial  statements of the acquired business required by this section will
be filed within 71 days after the date that this initial Report on Form 8-K must
be filed.

<PAGE>

(b)   Pro forma financial information.

The pro forma  financial  information  required  by this  section  will be filed
within  71 days  after the date  that  this  initial  Report on Form 8-K must be
filed.

(c)   Exhibits.

The following exhibits are filed with this report:

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

2.1                Asset  Purchase  Agreement by and among Tasker  Capital Corp.
                   and Tasker  Products  IP Holdings  Corp.  (as  "Buyers")  and
                   Indian River Labs, L.L.C., pHarlo Citrus Technologies,  Inc.,
                   pHarlo Citrus Properties Partnership, LLLP and Coast to Coast
                   Laboratories, LLC (as "Sellers") dated July 15, 2005.

4.1                Cummins Lock-Up Agreement dated July 15, 2005.

4.2                Creasey Lock-Up Agreement dated July 15, 2005.

4.3                Dickinson Lock-Up Agreement dated July 15, 2005.

4.4                Smith Lock-Up Agreement dated July 15, 2005.

10.1               Promissory  Note  executed by Tasker  Capital Corp. to Indian
                   River Labs, L.L.C. dated July 15, 2005.

10.2               Patent and  Technology  Sublicense  Agreement made as of July
                   15, 2005 by and among pHarlo IP, LLC,  Tasker  Capital  Corp.
                   and Tasker Products IP Holdings Corp.

<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.

                                       TASKER CAPITAL CORP.

                                       (Registrant)

                                       By: /s/  Robert P. Appleby
                                           -------------------------------------
                                           Robert P. Appleby
                                           President and Chief Executive Officer

Date:  July 21, 2005
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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): July 15, 2005
                                                           --------------

                              TASKER CAPITAL CORP.
             (Exact name of registrant as specified in its charter)

    Nevada                         000-32019                  88-0426048
--------------------------------------------------------------------------------
(State or other                   (Commission                (IRS Employer
jurisdiction of                    File Number)           Identification Number)
incorporation)

                  39 Old Ridgebury Road, Suite 14, Danbury, CT
               06810-5116 (Address of principal executive offices,
                               including zip code)

                                 (203) 730-4350
              (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:

|_|   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))
Item 1.01 Entry into a Material Definitive Agreement

Asset Acquisition Agreement and Related Consideration Note

On July 15, 2005,  Tasker  Capital Corp.  (the  "Company")  and its wholly owned
subsidiary,  Tasker  Products  IP Holdings  Corp.  ("Tasker  IP  Holdings"  and,
together  with the  Company,  the  "Buyers"),  entered  into an  Asset  Purchase
Agreement (the "Purchase  Agreement")  with Indian River Labs,  L.L.C.  ("IRL"),
pHarlo Citrus Technologies, Inc. ("PCTI"), pHarlo Citrus Properties Partnership,
LLLP  ("PCPP") and Coast to Coast  Laboratories,  LLC ("C2C",  and together with
IRL, PCTI and PCPP, the "Sellers").  The purchase of the assets  contemplated by
the Purchase Agreement was completed on the same day.

Pursuant to the Purchase  Agreement,  the Buyers purchased all of the functional
assets of the Sellers that relate to the  Company's  product lines and fields of
use.  Included  in  the  acquired  assets  were  the  following  utility  patent
applications.   Such  patent  applications  include  both  US  applications  and
applications in other countries (pursuant to The Patent Cooperation Treaty), and
include two US  Provisional  Applications  not yet subject to any  international
application:

      o     Antimicrobial Composition for Pre-Harvest and Post-Harvest Treatment
            of Plants and Animals

      o     Skin Care Composition for  Dermatological  Disorders  including burn
            and wrinkle creams (US Provisional Application)

      o     Oral Health Care Drink and Method for Reducing Malodors

      o     Antimicrobial Food Additive and Treatment for Cooked Food, Water and
            Wastewater

      o     Antimicrobial  Processing  Aid and  Food  Additive  (US  Provisional
            Application)

      o     Hangover Remedy and Alcohol Abatement Composition

In addition to  purchasing  the rights to the utility  patent  applications  and
provisional  patent  applications  described  above,  the Company  acquired  the
working assets of IRL and C2C,  which  includes the equipment,  raw material and
inventory  of their  operations  and all  existing  contracts,  including  C2C's
recently   announced  national   distribution   agreement  with  WALCO  for  its
UNIFRESH(TM) Footbath.

As part of the  consideration  for  the  acquired  assets,  the  Company  issued
18,792,388  shares  of its  common  stock  to the  Sellers  (the  "Consideration
Shares") and was obligated to issue an additional  200,000  shares of its common
stock  (the  "Additional  Shares")  to a  third  party  designated  by  PCTI  in
connection with certain claims against the assets of PCTI. The Additional Shares
were issued to White Sales and Marketing Inc. ("WSMI") on July 21, 2005 pursuant
to a  Settlement  and  Registration  Rights  Agreement  dated the same date (the
"Settlement  Agreement").   The  Consideration  Shares  have  been  or  will  be
distributed  to the ultimate  equity holders of the Sellers.  The  Consideration
Shares  and the  Additional  Shares  were  issued in  transactions  exempt  from
registration  under the  Securities  Act of 1933,  as amended  (the  "Securities
Act"),  by reason of Section  4(2) and/or  Regulation D of the  Securities  Act.
Pursuant to the terms of the Purchase  Agreement and the  Settlement  Agreement,
the Company was able to rely upon the representations and warranties provided by
the Sellers and WSMI  contained  therein in connection  with the issuance of the
Consideration Shares and the Additional Shares without registration.

In addition to the Consideration  Shares and the Additional  Shares, the Company
issued  and  delivered  to IRL a  promissory  note in the  principal  amount  of
$1,931,973.37  (the  "Consideration  Note")  and paid  $1,428,000  in cash.  The
Consideration  Note matures on July 20,  2007.  The Company is obligated to make
principal  and  interest  payments  bi-weekly  at an interest  rate of 3.40% per
annum,  simple  interest.  IRL may accelerate the maturity of the  Consideration
Note upon the  occurrence of an event of default,  which  includes,  among other
things,  (i) the failure by the Company to make payments under the Consideration
Note  within  10 days  after  the  applicable  due  date,  (ii) the  filing of a
voluntary or  involuntary  bankruptcy or  appointment  of a liquidator (or other
similar event) for the Company,  (iii) the  acceleration by any senior lender of
the Company of any  indebtedness  due from the Company to the senior lender,  or
(iv) a change in control of the Company.  In addition to the consideration  paid
by the Company  specified  above,  the Company also cancelled  promissory  notes
dated September 28, 2004 and November 12, 2004 with PCTI, promissory notes dated
December 15 and 30, 2004,  January 20, 2005,  February 15, 2005, and March 7 and
31, 2005 with PCPP,  promissory  notes  dated  January 3, 2005 and March 1, 2005
with David Creasey, a promissory note dated January 10, 2005 with Barry Cummins,
promissory  notes dated January 10, 2005 and March 4, 2005 with David  Dickinson
and a promissory  note dated March 3, 2005 with C2C,  along with other debt owed
to it by the Sellers and certain equity holders of the Sellers.
A majority of the  Consideration  Shares will be subject to lock-up  agreements,
which allow only a certain  number of  Consideration  Shares to be eligible  for
resale over of the course of the next two years in  accordance  with the vesting
schedules contained in the agreements.  The vesting of the Consideration  Shares
is based, in part, upon the closing price of the Company's common stock. After a
change of control of the  Company or a change in, or the  resignation,  removal,
death or disability of, the Company's Chief  Executive  Officer,  President,  or
Chief Operating Officer, the Consideration Shares subject to the lock-up will be
freely  disposable.  Pursuant  to the  Purchase  Agreement,  the  holders of the
Consideration Shares have registration rights, which require the Company to file
a registration  statement covering the resale of the Consideration Shares within
30 days  after the  closing  and to have that  registration  statement  declared
effective  within 105 days after the  closing.  The  Company is  required to pay
liquidated  damages if the  registration  statement has not been filed within 30
days after the filing deadline specified above or if the registration  statement
has not been declared effective within 30 days after the effectiveness  deadline
specified  above.  Further,  if  the  registration  statement  is  not  declared
effective by the effectiveness  deadline specified above, the lock-up agreements
covering  a  majority  of the  Consideration  Shares  will  cease to  apply.  In
addition,  the Company has agreed  that,  within seven  business  days after the
effectiveness of such  registration  statement,  it will use its best efforts to
find qualified  purchasers to purchase the  Consideration  Shares covered by the
registration  statement  that are not then subject to any lock-up  restrictions.
WSMI also has  registration  rights  for the  Additional  Shares.  Within  three
business days following the effectiveness of the registration statement covering
the  Additional  Shares,  WSMI is  obligated  to  execute a release of all prior
claims against PCTI and the Company.

In  addition  to the  sale  of the  acquired  assets,  and  subject  to  certain
conditions, the Sellers have also agreed to cause Phitex Ltd. LLLP ("Phitex") to
issue to the Company  19.9% of the then total  outstanding  equity  interests of
Phitex on a fully  diluted  basis.  Prior to the  issuance of the Phitex  equity
interests,   (i)  the  registration   statement   covering  the  resale  of  the
Consideration  Shares must be declared  effective;  (ii) the Company  must enter
into a lock-up and  repurchase  right  agreement  relating to its Phitex  equity
interests,  (iii) no change of control of the Company shall have  occurred,  and
(iv) no  change  in,  or  resignation,  removal,  death or  disability  of,  the
Company's Chief Executive Officer,  President,  or Chief Operating Officer shall
have occurred.  Under the lock-up and repurchase  right  agreement,  Phitex will
retain the right to  repurchase  the  Company's  equity  interests for a nominal
amount  upon a  change  of  control  of  the  Company  or a  change  in,  or the
resignation,  removal,  death or disability  of, the Company's  Chief  Executive
Officer, President, or Chief Operating Officer. Phitex is the direct one hundred
percent owner of pHarlo IP, LLC ("pHarlo IP"),  the sole and exclusive  licensee
of certain base patents, as more fully described below.
Ancillary Agreements

In September  2004, the Company  entered into Exclusive Field of Use and License
Agreements (the "License  Agreements") with PCTI to use, sell,  develop,  market
and  distribute  products  using PCTI's  proprietary,  patented  technology  for
consumer deodorant breath products, animal breath products, soft drink products,
and products used as  post-harvesting  processing aids for the poultry industry.
Pursuant to the License Agreements,  the Company agreed to make royalty payments
to PCTI based on product sales. In conjunction with the License Agreements,  the
Company   entered  into  General   Contracts  for  Products   (the   "Production
Agreements")  with IRL to manufacture and sell to the Company  concentrates  for
the  products  licensed by PCTI.  Pursuant  to the  Purchase  Agreement  and the
agreements  described below, the License Agreements with PCTI and the Production
Agreements with IRL have been terminated by the parties.

In connection with the Purchase Agreement,  the Buyers entered into a Patent and
Technology  Sub-License  Agreement,   dated  July  15,  2005  (the  "Sub-License
Agreement"),  with pHarlo IP,  whereby pHarlo IP granted to Tasker IP Holdings a
royalty free exclusive worldwide license to exploit the Base Patents (as defined
below) in the following fields of use (the "Fields of Use"):

      1.    Pre-harvest  food  processing  and  safety  applications,  including
            treatment for plants and animals;

      2.    Post-harvest  food  processing  and safety  applications,  including
            treatment for plants and animals, including the following:

            a.    antimicrobial  processing  aide  and food  additive  including
                  specific seafood applications, and

            b.    antimicrobial for airborne contaminants on cooked food;

      3.    Breath and mouthwash applications;

      4.    Hangover and alcohol abatement applications;

      5.    Topical  palliative  for  dermatological  disorders,  including skin
            moisturizing   applications,   anti-wrinkle  applications  and  burn
            treatment applications;

      6.    Pet product applications; and

      7.    Antimicrobial water treatment applications.

The Sub-License  Agreement and the license  granted  thereunder are scheduled to
terminate  on the  expiration  of the last to expire of the patents  forming the
basis  for the  licenses.  Pursuant  to the  Sub-License  Agreement,  Tasker  IP
Holdings  has the right to  sublicense  and assign to any third party any of the
rights and licenses granted under the Sub-License Agreement.  In addition to the
intellectual  property licensed under the Sub-License  Agreement,  pHarlo IP has
licensed to Tasker IP Holdings  all  additions,  enhancements,  improvements  or
further  developments to the  intellectual  property  having  application in the
Fields of Use. pHarlo IP has retained the right to pursue patent  protection for
such improvements.  Further, to the extent that pHarlo IP expresses an intent to
enter into a transaction with an unaffiliated  third party pursuant to which the
third party would acquire rights related to the Base Patents  outside the Fields
of Use, the Company has the right to enter into the  transaction  with pHarlo IP
for the same  consideration and on the same terms as the third party transaction
("Right of First Refusal").

As described  above and subject to certain  conditions,  the Company will have a
19.9% equity ownership  interest in Phitex, the direct one hundred percent owner
of pHarlo IP, the sole and exclusive licensee of the Base Patents.  In the event
the Company  elects not to  exercise  its Right of First  Refusal,  as an equity
owner the Company  would share in the monetary  benefits  derived by Phitex from
any transaction  between pHarlo IP and an  unaffiliated  third party pursuant to
which that third party acquires  rights to exploit the Base Patents  outside the
Fields of Use. The conditions to the Company's  ownership interest in Phitex are
described more fully above.
During the term of the Sub-License Agreement, pHarlo IP has agreed to provide to
the Company and Tasker IP Holdings technical  assistance necessary to implement,
refine and exploit the Base Patents in the Fields of Use. In  consideration  for
the technical assistance,  the Company and Tasker IP Holdings have agreed to pay
to pHarlo  IP, in  advance,  prior to the  calendar  quarter  for which they are
payable, certain research and development fees ("R&D Fees"). The R&D Fees may be
subject to recovery by the Company in certain circumstances described below.

The Company,  Wynn Starr Special  Products,  LLC. ("Wynn Starr"),  PCTI, IRL and
pHarlo IP are parties to an Exclusive Field of Use License Agreement and Product
Sale  Agreement  made  effective as of September 16, 2004, as amended (the "Wynn
Starr  Agreement").  Pursuant to the Sub-License  Agreement,  commencing  within
thirty  days after  December  31, 2005 and within  thirty days of each  calendar
quarter  thereafter,  pHarlo IP has agreed to pay to the Company  that amount of
any royalties that are actually received by pHarlo IP from Wynn Starr during the
preceding  calendar  quarter  in an amount up to and not to exceed the amount of
any R&D Fees actually paid by the Buyers to pHarlo IP during the same  preceding
calendar  quarter.  The Company  expects that the royalties paid to pHarlo IP by
Wynn Starr will be sufficient to allow the Company to fully recover the R&D Fees
paid in advance to pHarlo IP.

Additionally,  to the extent that the amount of any  royalties  actually paid to
pHarlo IP by Wynn Starr under the Wynn Starr Agreement  exceed the R&D fees paid
by the  Buyers to pHarlo  IP,  pHarlo IP has  agreed to pay over to the  Company
one-third  of the amount by which  such  royalties  exceed the R&D fees.  In the
event that pHarlo IP ceases to receive  royalty  payments in respect of sales by
Wynn Starr of certain  products  based on  technology  licensed  by pHarlo IP to
Tasker IP Holdings,  Tasker IP Holdings is  obligated  to make cash  payments to
pHarlo IP equal to the royalties pHarlo IP is entitled to receive under the Wynn
Starr  Agreement with respect to such sales that are not subject to repayment to
the Company.

Mr. Steven Zavagli, one of the directors of the Company,  founded Wynn Starr and
serves as its chairman of the board of directors and chief executive officer. In
addition,  Mr. Zavagli is also the founder of Wynn Starr  Flavors,  the ultimate
parent  company  of Wynn  Starr,  and  serves  as the  chairman  of the board of
directors and chief executive officer of Wynn Starr Flavors.

The technology that forms the basis of the technology  licensed to the Buyers by
pHarlo IP is derived from U.S. Patent No.  5,989,595,  U.S. Patent No. 6,242,011
and U.S. Patent Application  Serial No. 10/453,805 (the "Base Patents").  pHarlo
IP is the sole and exclusive  licensee of the Base Patents pursuant to a certain
License Agreement by and between Barry Cummins  ("Cummins") and pHarlo IP, dated
July 15, 2005 and effective as of March 18, 2005 (the "Base License").  Pursuant
to the Base License,  pHarlo IP is required to pay to Cummins  royalties  ("Base
License Royalty Payments").  Pursuant to the Sub-License Agreement, in the event
that pHarlo IP  defaults in its  obligations  to make the Base  License  Royalty
Payments  to Cummins,  pHarlo IP is required to assign that  portion of the Base
License  representing all of the rights  sublicensed to Tasker IP Holdings under
the Sub-License  Agreement to Tasker IP Holdings and Tasker IP Holdings will pay
to Cummins the Base License Royalty Payments.

In connection with the Buyer's purchase of assets under the Purchase  Agreement,
PCTI  transferred to Tasker IP Holdings certain patent  applications  (the "PCTI
Transferred Patents"). Pursuant to the Sub-License Agreement, Tasker IP Holdings
has granted to pHarlo IP a royalty-free,  worldwide  exclusive right and license
to import,  export, make,  manufacture,  use and sell any inventions outside the
Fields of Use which are disclosed and claimed in the PCTI  Transferred  Patents.
In addition,  pHarlo IP has the right to sublicense  and assign to third parties
all of the rights and licenses granted by Tasker IP Holdings with respect to the
PCTI Transferred Patents.
The Company has also agreed to supply  pHarlo IP with up to one hundred  gallons
per month of the concentrate formulated from the Base Patents as well as certain
derivative products.

The  description  of the  Purchase  Agreement,  the  Consideration  Note and the
various  ancillary  agreements  contained  in this Form 8-K is  qualified in its
entirety  by  reference  to  the  full  text  of  the  Purchase  Agreement,  the
Consideration Note, the lock-up  agreements,  and the license agreement filed as
exhibits to this Form 8-K.

This  Form  8-K  contains  forward-looking   statements.   The  Company  intends
statements  which are not historical in nature to be, and are hereby  identified
as  "forward-looking  statements" to be covered by the safe harbor provisions of
the Private  Securities  Litigation  Reform Act of 1995.  These  forward-looking
statements  involve  risks  and  uncertainties,  such as  statements  about  the
Company's plans, objectives,  expectations,  assumptions or future events. These
statements   involve   estimates,   assumptions,   known  and   unknown   risks,
uncertainties  and  performances,  or  achievements  expressed or implied by the
forward-looking   statement.   Actual  future  results  and  trends  may  differ
materially from those made in or suggested by any forward-looking statements due
to a variety of  factors,  including,  for  example,  the  Company's  ability to
compete with other  products in their  space;  the risk of  unfavorable  federal
regulation;  and the fact  that the  Company's  status  as a  development  stage
company  makes their  future  unclear.  Consequently  you should not place undue
reliance on these  forward-looking  statements.  The Company  discusses  many of
these and other  risks and  uncertainties  in greater  detail  under the section
entitled,  "Risk  Factors  That  May  Affect  Future  Results"  in Item 1 of the
Company's  Annual  Report on Form 10-KSB for the fiscal year ended  December 31,
2004 filed with SEC.

Item 1.02 Termination of a Material Definitive Agreement

See the disclosure set forth in Item 1.01 above, which is incorporated herein by
reference.

Item 2.01 Completion of Acquisition or Disposition of Assets.

See the disclosure set forth in Item 1.01 above, which is incorporated herein by
reference.

Item 2.03 Creation of a Direct  Financial  Obligation or an Obligation  under an
          Off-Balance Sheet Arrangement of a Registrant.

See the disclosure set forth in Item 1.01 above, which is incorporated herein by
reference.

Item 3.02 Unregistered Sales of Equity Securities.

See the disclosure set forth in Item 1.01 above, which is incorporated herein by
reference.

Item 9.01 Financial Statements and Exhibits.

(a)   Financial statements of business acquired.

The financial  statements of the acquired business required by this section will
be filed within 71 days after the date that this initial Report on Form 8-K must
be filed.
(b)   Pro forma financial information.

The pro forma  financial  information  required  by this  section  will be filed
within  71 days  after the date  that  this  initial  Report on Form 8-K must be
filed.

(c)   Exhibits.

The following exhibits are filed with this report:

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

2.1                Asset  Purchase  Agreement by and among Tasker  Capital Corp.
                   and Tasker  Products  IP Holdings  Corp.  (as  "Buyers")  and
                   Indian River Labs, L.L.C., pHarlo Citrus Technologies,  Inc.,
                   pHarlo Citrus Properties Partnership, LLLP and Coast to Coast
                   Laboratories, LLC (as "Sellers") dated July 15, 2005.

4.1                Cummins Lock-Up Agreement dated July 15, 2005.

4.2                Creasey Lock-Up Agreement dated July 15, 2005.

4.3                Dickinson Lock-Up Agreement dated July 15, 2005.

4.4                Smith Lock-Up Agreement dated July 15, 2005.

10.1               Promissory  Note  executed by Tasker  Capital Corp. to Indian
                   River Labs, L.L.C. dated July 15, 2005.

10.2               Patent and  Technology  Sublicense  Agreement made as of July
                   15, 2005 by and among pHarlo IP, LLC,  Tasker  Capital  Corp.
                   and Tasker Products IP Holdings Corp.
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.

                                       TASKER CAPITAL CORP.

                                       (Registrant)

                                       By: /s/  Robert P. Appleby
                                           -------------------------------------
                                           Robert P. Appleby
                                           President and Chief Executive Officer

Date:  July 21, 2005