FORM 8-K

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                 CURRENT REPORT

     Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

       Date of Report (Date of earliest event reported): February 22, 2005

                              Tasker Capital Corp.
             (Exact name of registrant as specified in its charter)

           NEVADA                     333-122383               88-0426048
           ------                     ----------               ----------
 State or other Jurisdiction         (Commission             (IRS Employer
      of Incorporation               File Number)         Identification Number)

                      100 MILL PLAIN RD, DANBURY, CT 06811
            --------------------------------------------- ----------
               (Address of principal executive offices) (Zip Code)


        -----------------------------------------------------------------
        Registrant's telephone number, including area code (203) 546-3555

                                       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):

      |_|   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.

On February 22, 2005, Tasker Capital Corp. (OTC Bulletin Board: TKER), entered
into a letter of intent relating to the purchase, through a stock and cash
transaction, of certain assets of pHarlo Citrus Technologies ("pHarlo"), Indian
River Labs ("IRL"), and Coast to Coast Labs. The completion of the transaction
is subject to approval by Tasker's Board of Directors, completion of
satisfactory due diligence by Tasker, and the negotiation of definitive
transaction documents. Tasker began its business due diligence late in the
fourth quarter of 2004 and legal due diligence has recently commenced, both of
which are expected to be completed over the next several weeks.

Tasker currently has a number of exclusive license agreements with pHarlo to
market its patented technology. Tasker currently has agreements with IRL under
which IRL manufactures certain core ingredients for Tasker and performs certain
lab tests. Tasker has no material relationship with Coast to Coast Labs, other
than in respect of the material definitive agreement.

Under the terms of the Letter of Intent, negotiations for which began late in
the fourth quarter of 2004, Tasker will pay cash totaling $2,178,000 and options
to purchase a total of 19,670,000 shares of Tasker common stock (potential
proceeds from the exercise of the options are estimated at $4,917,500). Tasker
will also assume up to $5,310,900 of tax liabilities of the selling parties. The
majority of the options will vest over a two year period, but could vest earlier
if certain revenue growth milestones are achieved or if other events occur, such
as the departure from the Company of certain key executives. The balance of the
options will vest at the closing of the transaction, should it occur. In
addition, Tasker has offered two-year contracts to each of IRL's, Coast to
Coast's and pHarlo's employees at agreed upon salaries to ensure their continued
participation. As part of the proposed acquisition, Tasker will secure the
rights to a number of new product areas that it believes offers significant
upside potential and may potentially strengthen Tasker's relationships with
targeted customers. Additionally, the proposed transaction would include the
rights to develop pHarlo's water treatment technology, which Tasker would market
to municipalities and water supply companies, worldwide.

Item 9.01.  Financial Statements and Exhibits.

(c)   99 Press Release dated February 22, 2005, issued by Tasker Capital Corp.

                                    SIGNATURE

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 D. Jenkins
                                           -------------------------------------
                                           Robert D. Jenkins
                                           Chief Financial Officer

Dated: February 28, 2005

<PAGE>

                                  Exhibit Index

99    Press Release dated February 22, 2005, issued by Tasker Capital Corp.
{"company-data": {"conformed-name": "TASKER CAPITAL CORP", "cik": "0001084557", "assigned-sic": "2844", "irs-number": "880426048", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-32019", "film-number": "05646903"}, "business-address": {"street1": "40 GROVE ST", "street2": "STE 140", "city": "WELLESLEY", "state": "MA", "zip": "024827702", "phone": "7812373600"}, "mail-address": {"street1": "40 GROVE ST", "street2": "STE 140", "city": "WELLESLEY", "state": "MA", "zip": "7812373600"}}
FORM 8-K

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                 CURRENT REPORT

     Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

       Date of Report (Date of earliest event reported): February 22, 2005

                              Tasker Capital Corp.
             (Exact name of registrant as specified in its charter)

           NEVADA                     333-122383               88-0426048
           ------                     ----------               ----------
 State or other Jurisdiction         (Commission             (IRS Employer
      of Incorporation               File Number)         Identification Number)

                      100 MILL PLAIN RD, DANBURY, CT 06811
            --------------------------------------------- ----------
               (Address of principal executive offices) (Zip Code)

        -----------------------------------------------------------------
        Registrant's telephone number, including area code (203) 546-3555

                                       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):

      |_|   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.

On February 22, 2005, Tasker Capital Corp. (OTC Bulletin Board: TKER), entered
into a letter of intent relating to the purchase, through a stock and cash
transaction, of certain assets of pHarlo Citrus Technologies ("pHarlo"), Indian
River Labs ("IRL"), and Coast to Coast Labs. The completion of the transaction
is subject to approval by Tasker's Board of Directors, completion of
satisfactory due diligence by Tasker, and the negotiation of definitive
transaction documents. Tasker began its business due diligence late in the
fourth quarter of 2004 and legal due diligence has recently commenced, both of
which are expected to be completed over the next several weeks.

Tasker currently has a number of exclusive license agreements with pHarlo to
market its patented technology. Tasker currently has agreements with IRL under
which IRL manufactures certain core ingredients for Tasker and performs certain
lab tests. Tasker has no material relationship with Coast to Coast Labs, other
than in respect of the material definitive agreement.

Under the terms of the Letter of Intent, negotiations for which began late in
the fourth quarter of 2004, Tasker will pay cash totaling $2,178,000 and options
to purchase a total of 19,670,000 shares of Tasker common stock (potential
proceeds from the exercise of the options are estimated at $4,917,500). Tasker
will also assume up to $5,310,900 of tax liabilities of the selling parties. The
majority of the options will vest over a two year period, but could vest earlier
if certain revenue growth milestones are achieved or if other events occur, such
as the departure from the Company of certain key executives. The balance of the
options will vest at the closing of the transaction, should it occur. In
addition, Tasker has offered two-year contracts to each of IRL's, Coast to
Coast's and pHarlo's employees at agreed upon salaries to ensure their continued
participation. As part of the proposed acquisition, Tasker will secure the
rights to a number of new product areas that it believes offers significant
upside potential and may potentially strengthen Tasker's relationships with
targeted customers. Additionally, the proposed transaction would include the
rights to develop pHarlo's water treatment technology, which Tasker would market
to municipalities and water supply companies, worldwide.

Item 9.01.  Financial Statements and Exhibits.

(c)   99 Press Release dated February 22, 2005, issued by Tasker Capital Corp.

                                    SIGNATURE

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 D. Jenkins
                                           -------------------------------------
                                           Robert D. Jenkins
                                           Chief Financial Officer

Dated: February 28, 2005
Exhibit Index

99    Press Release dated February 22, 2005, issued by Tasker Capital Corp.