UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C.  20549





FORM
10-K/A


Amendment
No. 1


(Mark
One)


[x]
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934





For the
fiscal year ended       December 31,
2008





[
]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934





For the
transition period from ________ to __________





Commission
File
Number:                                                      000-53571





Ultra Sun
Corp.


(Exact
name of registrant as specified in charter)





Nevada                                                                                                 
                              20-1898270


State or
other jurisdiction
of                                                                                                (I.R.S.
Employer I.D. No.)


incorporation
or organization





1532 East St. Marks
Court,Salt Lake
City,Utah                                                                  84124


(Address
of principal executive
offices)                                                                   (Zip
Code)





Issuer's
telephone number, including area code: (801)
573-6982





Securities
registered pursuant to section 12(b) of the Act:





Title of
each
class                 Name
of each exchange on which registered


None                                             N/A





Securities
registered pursuant to section 12(g) of the Act:





Common Stock, $0.001 par
value


(Title
of class)





Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act


Yes
[  ]                      No   [X]





Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or 15(d) of the Act


Yes
[  ]                      No   [X]





Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
past 12 months (or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing requirements for the
past 90 days.Yes [X]No [   ]






1





Indicate
by check mark if disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained herein, and not be contained, to the best of
registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB.    [ ]





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company.  See definitions of “large accelerated filer,” “accelerated
filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange
Act.





Large Accelerated filer  ̈                                                                                                           Accelerated
filer  ̈


Non-accelerated filer   ̈ (Do not check if a
smaller reporting company)     
Smaller reporting company x





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).


Yes
[  ]   No [X]





State the
aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity was
last sold, or the average bid and asked prices of such common equity, as of the
last business day of the registrant’s most recently completed second fiscal
quarter: The Registrant=s shares do
not trade on any market or exchange.





As of
April 10, 2009, the Registrant had 1,300,000 shares of common stock issued and
outstanding.





DOCUMENTS
INCORPORATED BY REFERENCE





List
hereunder the following documents if incorporated by reference and the part of
the Form 10-K (e.g., part I, part II, etc.) into which the document is
incorporated:  (1) Any annual report to security holders; (2) Any
proxy or other information statement; and (3) Any prospectus filed pursuant to
rule 424(b) or (c) under the Securities Act of
1933:  NONE





EXPLANATORY
NOTE





This
Amendment No. 1 on Form 10-K/A (the “Amendment”) amends the Annual Report
on Form 10-K of Ultra Sun Corp. for the fiscal year ended December 31,
2008, originally filed with the Securities and Exchange Commission (“SEC”) on
April 15, 2009 (the “Original Filing”). We are filing this Amendment to amend
the front cover of the Original Filing to correct a typographical error on the
front cover as to the commission file number and to correct a typographical
error.  This Form 10-K/A does not attempt to modify or update any
other disclosures set forth in the Original Filing, except as required to
reflect the amended information in this Form 10-K/A. Additionally, this
amended Form 10-K/A, except for the amended information, speaks as of the
filing date of the Original Filing and does not update or discuss any other
developments affecting us subsequent to the date of the Original
Filing.






2





ITEM
15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.





31.01                      31                      CEO
certification                                                                This
Filing





31.02                      31                      CFO
certification
Pursuant                                               This
Filing





32.01                  
   32                      CEO
certification                                                                This
Filing





32.02               
      32                      CFO
certification                                                                This
Filing








3








SIGNATURES





Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated:





Ultra Sun Corp.








Date:           May
4,
2009                                                      By:  /s/ Neil
Blosch


Neil
Blosch, President, Director, Principal


Accounting
Officer(Principal Executive


Officer)





In
accordance with the Securities Exchange Act of 1934, this report has been signed
by the following persons on behalf of the registrant and in the capacities and
on the dates indicated.








Signature                          Title                    
   Date





/s/Neil
Blosch


Neil
Blosch                                Director                                May
4, 2009





/s/Dave
O'Bagy                      
Director                                May
4, 2009


Dave
O'Bagy