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)  MARCH 16, 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.

      On February 22, 2006, we entered into a consulting agreement with Montex
Exploration, Inc. ("Montex"), a holder of more than 5% of our common stock.
Pursuant to the consulting agreement, Montex has agreed to introduce us to
entities or individuals outside of the Untied States that can provide us with
debt or equity financing. In consideration of these consulting services, we have
agreed to pay Montex a fee consisting of (i) 8% of the aggregate consideration
received by us in the Offering (as defined below) from persons introduced to us
by Montex and (ii) warrants to purchase shares of our common stock equal to 8%
of the shares issuable upon conversion of the notes issued by us in the Offering
to such persons at an exercise price of $0.40 per share.

      The description of the consulting agreement set forth above is qualified
in its entirety by reference to a copy of such agreement filed as an exhibit to
this report and incorporated herein by this reference.

      The information provided in Item 3.02 regarding the issuance of the
convertible notes is hereby incorporated by reference.

                        SECTION 2 - FINANCIAL INFORMATION

ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN
OFF-BALANCE SHEET ARRANGEMENT OF REGISTRANT.

      From March 16, 2006 through March 21, 2006, we issued convertible notes in
the aggregate principal amount of $700,000.

      The information provided in Item 3.02 regarding the issuance of the
convertible notes is hereby incorporated by reference.

                   SECTION 3 - SECURITIES AND TRADING MARKETS

ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.

      From March 16, 2006 through March 21, 2006, pursuant to a series of
securities purchase agreements, we sold convertible notes in the aggregate
principal amount of $700,000 convertible into 4,666,667 shares of common stock
and warrants to purchase an additional 2,333,334 shares of common stock for
aggregate gross cash proceeds of $700,000. The securities were sold in units
consisting of a $45,000 principal amount convertible note and a warrant to
purchase 150,000 shares of common stock at a purchase price of $45,000 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 $4,050,000 principal
amount of convertible notes convertible into an aggregate 27,000,000 shares of
common stock and warrants to purchase up to an aggregate of 13,500,000 shares of
common stock. Montex, a holder of more than 5% of our common stock, purchased
$200,000 of Units in the Offering. Montex participated in the Offering on
identical terms to the terms of the Offering as the other investors
participating in the Offering.

                                       2
<PAGE>

      The convertible notes accrue interest at the rate of 10% per annum payable
at maturity, are due eighteen months after issuance, and are convertible at
anytime at the option of the holder at a conversion price of $0.15 per share.
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 convertible note 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
convertible note had been converted immediately prior to such transaction. We
may prepay the convertible notes, in whole or in part, at any time upon ten days
written notice. The amounts due under the convertible notes are subordinated to
the prior payment of all senior indebtedness which includes our obligations to
Trident Growth Fund, L.P. under that certain secured convertible note in the
principal amount of $1,600,000 dated April 1, 2005, all present or future bank
or other financial institutional indebtedness, and any indebtedness secured by a
lien on any of our assets. Upon the occurrence of a payment event of default
which is not cured within five days, or any other event of default which is not
cured within ten days, the entire principal amount and all accrued interest
under the notes shall become immediately due and payable. Events of default
include nonpayment of principal and interest when due, any material breach of
the terms of the convertible notes or the securities purchase agreement under
which they were issued, the institution of any proceedings by or against us
under any law relating to bankruptcy insolvency, reorganization or other form of
debtor relief, or an event of bankruptcy or insolvency.

      Each warrant is immediately exercisable into one (1) share 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.

      The units were sold in a private placement transaction to three 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 of 1933
as amended ("Securities Act"). We paid consulting fees consisting of $56,000 and
warrants to purchase 373,333 shares of common stock (equal to 8% of the shares
issuable upon conversion of the notes 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 to Montex 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 convertible notes 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 the shares.

      The descriptions of the securities purchase agreements, the convertible
notes 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.

                                       3
<PAGE>


ITEM 9.01         FINANCIAL STATEMENTS AND EXHIBITS.

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

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

10.1              Consulting Agreement by and between the Company and Montex
                  Exploration, Inc. dated February 22, 2006.

10.2              Form of Securities Purchase Agreement by and between the
                  Company and Purchasers of Units consisting of Convertible
                  Notes and Warrants.

10.3              Form of Convertible Note Issued to Purchasers of Units
                  consisting of Convertible Notes and Warrants.

10.4              Form of Warrant issued to Purchasers of Units and advisors in
                  Unit Offering consisting of Convertible Notes and Warrants.











                                       4
<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:  March 24, 2006                      By:  /s/ Mark G. Sampson
                                               ---------------------------------
                                                Mark G. Sampson
                                                Chief Executive Officer












                                       5
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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)  MARCH 16, 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.

      On February 22, 2006, we entered into a consulting agreement with Montex
Exploration, Inc. ("Montex"), a holder of more than 5% of our common stock.
Pursuant to the consulting agreement, Montex has agreed to introduce us to
entities or individuals outside of the Untied States that can provide us with
debt or equity financing. In consideration of these consulting services, we have
agreed to pay Montex a fee consisting of (i) 8% of the aggregate consideration
received by us in the Offering (as defined below) from persons introduced to us
by Montex and (ii) warrants to purchase shares of our common stock equal to 8%
of the shares issuable upon conversion of the notes issued by us in the Offering
to such persons at an exercise price of $0.40 per share.

      The description of the consulting agreement set forth above is qualified
in its entirety by reference to a copy of such agreement filed as an exhibit to
this report and incorporated herein by this reference.

      The information provided in Item 3.02 regarding the issuance of the
convertible notes is hereby incorporated by reference.

                        SECTION 2 - FINANCIAL INFORMATION

ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN
OFF-BALANCE SHEET ARRANGEMENT OF REGISTRANT.

      From March 16, 2006 through March 21, 2006, we issued convertible notes in
the aggregate principal amount of $700,000.

      The information provided in Item 3.02 regarding the issuance of the
convertible notes is hereby incorporated by reference.

                   SECTION 3 - SECURITIES AND TRADING MARKETS

ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.

      From March 16, 2006 through March 21, 2006, pursuant to a series of
securities purchase agreements, we sold convertible notes in the aggregate
principal amount of $700,000 convertible into 4,666,667 shares of common stock
and warrants to purchase an additional 2,333,334 shares of common stock for
aggregate gross cash proceeds of $700,000. The securities were sold in units
consisting of a $45,000 principal amount convertible note and a warrant to
purchase 150,000 shares of common stock at a purchase price of $45,000 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 $4,050,000 principal
amount of convertible notes convertible into an aggregate 27,000,000 shares of
common stock and warrants to purchase up to an aggregate of 13,500,000 shares of
common stock. Montex, a holder of more than 5% of our common stock, purchased
$200,000 of Units in the Offering. Montex participated in the Offering on
identical terms to the terms of the Offering as the other investors
participating in the Offering.

                                       2
The convertible notes accrue interest at the rate of 10% per annum payable
at maturity, are due eighteen months after issuance, and are convertible at
anytime at the option of the holder at a conversion price of $0.15 per share.
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 convertible note 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
convertible note had been converted immediately prior to such transaction. We
may prepay the convertible notes, in whole or in part, at any time upon ten days
written notice. The amounts due under the convertible notes are subordinated to
the prior payment of all senior indebtedness which includes our obligations to
Trident Growth Fund, L.P. under that certain secured convertible note in the
principal amount of $1,600,000 dated April 1, 2005, all present or future bank
or other financial institutional indebtedness, and any indebtedness secured by a
lien on any of our assets. Upon the occurrence of a payment event of default
which is not cured within five days, or any other event of default which is not
cured within ten days, the entire principal amount and all accrued interest
under the notes shall become immediately due and payable. Events of default
include nonpayment of principal and interest when due, any material breach of
the terms of the convertible notes or the securities purchase agreement under
which they were issued, the institution of any proceedings by or against us
under any law relating to bankruptcy insolvency, reorganization or other form of
debtor relief, or an event of bankruptcy or insolvency.

      Each warrant is immediately exercisable into one (1) share 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.

      The units were sold in a private placement transaction to three 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 of 1933
as amended ("Securities Act"). We paid consulting fees consisting of $56,000 and
warrants to purchase 373,333 shares of common stock (equal to 8% of the shares
issuable upon conversion of the notes 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 to Montex 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 convertible notes 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 the shares.

      The descriptions of the securities purchase agreements, the convertible
notes 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.

                                       3
ITEM 9.01         FINANCIAL STATEMENTS AND EXHIBITS.

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

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

10.1              Consulting Agreement by and between the Company and Montex
                  Exploration, Inc. dated February 22, 2006.

10.2              Form of Securities Purchase Agreement by and between the
                  Company and Purchasers of Units consisting of Convertible
                  Notes and Warrants.

10.3              Form of Convertible Note Issued to Purchasers of Units
                  consisting of Convertible Notes and Warrants.

10.4              Form of Warrant issued to Purchasers of Units and advisors in
                  Unit Offering consisting of Convertible Notes and Warrants.

                                       4
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:  March 24, 2006                      By:  /s/ Mark G. Sampson
                                               ---------------------------------
                                                Mark G. Sampson
                                                Chief Executive Officer

                                       5