UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C.  20549





FORM
10-K/A


Amendment
No. 2


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





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:





Tital
      of each class
            
            Name
      of each exchange on which registeredNone
            
            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 [   ]














Indicate
by check mark if disclosure of delinquent filers in response to Item 405 of
Regulation S-K is not contained herein, and will 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-K or any amendment to this
Form 10-K.    [ ]





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. 2 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 14, 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.












PART
I





ITEM
1. BUSINESS





SPECIAL NOTE REGARDING
FORWARD-LOOKING STATEMENTS





This
periodic report contains certain forward-looking statements with respect to the
financial condition, results of operations, business strategies, operating
efficiencies or synergies, competitive positions, growth opportunities for
existing products, plans and objectives of management. Statements in this
periodic report that are not historical facts are hereby identified as
“forward-looking statements.”





General
Business





Ultra Sun Corp. (“Ultra Sun”) was
incorporated under the laws of the state of Utahon November 5,
2004.  Following incorporation in November 2004, Ultra Sun acquired
the net assets, business and trade name of Sahara Sun (a DBA of Neil Blosch),
for the purpose of continuing operations of a tanning salon
business.





Ultra Sun presently operates a tanning
salon in Utah under the name Sahara Sun.  The salon contains the
traditional tanning beds along with spray on tanning machines.  It is
Ultra Sun’s goal to seek to expand opening new salons as funds are
available.  With the fragmented and locally owned nature of the
tanning business, Ultra Sun’s management believes there is opportunity to expand
into new markets and that it is possible to acquire established tanning salon
businesses.





The tanning salon business has been
expanding as improvements in technology and additional products and services
have broadened the product offerings.  Most tanning salons have
switched to machines, typically the clamshell looking beds, which utilize long
wave light sources (UVA) as opposed to the older versions that utilized
ultraviolet rays (UVB).  Although there may still be damage to the
skin caused by UVA, many people prefer it to the UVB machines and sun
exposure.  Older salons have the older UVA style beds or have had to
upgrade to the newer beds in the last few years as the technology has
advanced.  This change in technology has allowed for new facilities to
open and offer an essentially new product from the older established
salons.  With the major cost of a facility being the tanning beds, the
older facilities have had to incur substantial new cost in upgrading their
equipment to compete in the tanning business.  This extra cost has
allowed new facilities to be established.





The
newest and one of our more in demand items is the spray on tan for people
concerned about exposure to sun or tanning bed rays.  Additionally,
the consumer products that can be offered from skin care to tanning products has
expanded over the same time offering additional avenues of revenue for a tanning
salon.  Tanning salons are also seeing increased demand for services
typically found in a day salon such as massages.  With these
expansions in services and capabilities, tanning salons are becoming more
profitable and reducing the seasonal nature of the business.  By being
able to better utilize facilities’ space by providing multiple services and
customer options, the tanning business has been able to reach into new
demographics and revenue streams.





The tanning salon business has
developed as a local owner single shop establishment ownership
structure.  The only major corporate players in the industry tend to
be franchisors.  There is little overlapping ownership and no major
corporate ownership in the industry. A large salon owner would own five to ten
salons.  Most of the tanning salons are located in strip malls
adjacent to high traffic flow areas near residential
communities.  Management has found the location near the residential
communities is essential as people like the flexibility and ease of being able
to run into the salon while running errands or being close to their
homes.





The Company believes the tanning salon
business in many ways is very generic in that all salons purchase tanning beds
from a few suppliers with most beds similar complying with the same
standards.  The differentiation among the salons comes in ancillary
services offered, design and in customer service.  Additionally, the
tanning salon business has been driven by the manufacturers of the equipment who
have provided most of the training, design and some financing for the
businesses.












The nature of the tanning salon
business is often based on a debt financing plan or lease to own plan where the
equipment to start the business is leased over three to five year
periods.  This requires large upfront monthly cash outlays to pay for
the equipment.  Once the equipment is paid for, and a clientele
established, the cash flow from the tanning business changes to be cash flow
positive for the tanning salon.  There are little outlays other than
the equipment and facility lease.  Most employees are minimum wage
level employees.





Products
and Services





Ultra Sun is a full service tanning
salon.  We offer a range of tanning options and utilize the newest
tanning beds.  Additionally, we offer alternative tanning solutions
with our spray on tanning machines for people who want to have a tanned look but
do not want to have exposure to the sun or tanning beds’ rays.  As we
have refined our business we have also offered tanning products for sale and are
evaluating expanding into other day spa services such as massages.





Management believes that to maximize
the fixed overhead cost of the space, a full service salon on top of the tanning
services will maximize the utilization of the facility without adding
significant overhead cost.  Additionally, the tanning business is
somewhat cyclical in that it is busier in the winter months and early spring
than in the summer months.  As such, management believes that
expanding the services offered balances out the overall seasonal
cycles.





We have
strived to offer a unique environment and have stressed customer
service.  Our facilities tend to be more upscale in design and we have
focused on wealthier demographic regions.  Additionally, we have done
extensive demographic research prior to opening our salon to make sure the
demographics match our perceived target customer.  We believe that our
target customer tends to be younger and female with enough disposable income
that regular tanning sessions is not deemed a luxury item.





Marketing
Strategy





The tanning business is very regional
in nature.  Generally, people will go to the tanning salon in their
local area.  With this in mind, Ultra Sun has chosen locations that
demographically have people with high to medium disposable income and in areas
that have longer winter months where outside tanning is not readily
available.  Ultra Sun has focused on strip malls that are newer and
offer ready access to customers making it easy and quick for customers to stop
by the facilities.





Marketing includes direct mail
advertising and discount promotions aimed at set mile radius from the salon to
concentrate on those who would be shopping or driving by
frequently.  Additionally, we rely on signage that is visible from
adjacent roads.  With a defined customer base, we are able to keep
advertising very directed to our customers.  As we expand, we will
focus more on branding our Sahara Sun store concepts to differentiate ourselves
from other competitors.  Presently, we are focused on our direct
customer contact as a means to attract customers.  In our salon, we
have tried to differentiate ourselves by having a more distinctive look that all
future salons will mirror.  We have strived to offer a higher end
finishing to our salon with the use of acid washed concrete floors, specialty
lighting and interior design features to create a higher end
appearance.  Even with the finishing in our salon, we recognize that
our customers tend to focus on location, cleanliness and cost as the driving
force in the decisions.





Regulations





We do not believe we face extensive
regulations.  The tanning business is regulated on the state and local
level.  The primary regulations pertain to the beds used and health
code issues.  As we do not manufacture any beds, these regulations do
not affect us directly since we rely on the manufactureres to deal with any
issues prior to selling us the beds.  Tanning beds must meet certain
specifications and be checked on a regular basis to assure no potential defects
or injuries to customers.  Health code issues deal with cleanliness of
the facility.  We do not believe any of the current regulations are
going to be an issue in running our facilities.  Currently, we are
only required to obtain a license from the city of Saratoga Springs, Utah who
also inspects our premises to make sure it meets their zoning and use
requirements and an operating license from Utah County Health
Department.  To date, we have not encountered any regulatory issues
that make us believe we will face anything but nominal cost associated with
complying with regulations.












Description
of Property





Ultra Sun leases space for its salon,
which also serves as its corporate offices.  The facilities are 1,820
square feet in size and have an annual lease rate ranging from $17 a square foot
in year one of the lease to $19.13 a square foot in year five of the lease with
monthly rental ranging from $2,578.33 to $2,901.38 over five
years.  The facilities can be released for two consecutive five years
lease terms with three percent rent increases each year over the extension
terms.





Technology





In our
industry, the technology revolves around the tanning beds and new spray-on
tanning procedures.  Since we purchase our beds and tanning products,
we buy the same technology as our competitors.








Competitors





We face
extensive competition from other tanning salons.  Most of our
competitors are one and two person shops.  With the nature of our
business, our main competitors are generally other tanning salons in our general
geographical area.   We believe that there is very little
competitive advantage that one salon has over another except as to appearance,
service and the ancillary services provided such as full service salon
features.  With this in mind, we intend to focus more on site
selection and salon appearance.  We intend to have a nicer more
upscale feel to our salons through the way the salon is finished including using
higher end finishing touches such as acid washed concrete floors, specialty
lighting and a general nicer quality finish than the typical salon which is
framed out with a small reception room and sheet rocked
booths.  Although we will try and differentiate our salon and future
salons, unfortunately, the typical customer will only travel so far for tanning
services and in the end, the location of the salon and price may be the
determining factor in where customers will use.  As a very small
player in the tanning salon business and even in our local market, we do not
think our name recognition will help drive customers to our
salon.  Hopefully, as we expand, we will be able to develop more of
name recognition.





Concentration
of Customers





We do not
have any concentration of customers and rely on individuals as
customers.





Patents,
Trademarks, Licenses, Franchises, Concessions, Royalty Agreements or Labor
Contracts, including Duration





We have
no patents, trademarks, other than the name Sahara Sun.  We also have
no franchisees, concessions, royalty agreements or labor
contracts.  Currently, we are licensed to conduct a tanning salon
business with a business license from the City of Saratoga Springs, Utah and
also have an operating license from Utah County Health Department.





Research
and Development Costs During the Last Two Fiscal Years





We have
not engaged in any research and development in the last two years.





Risks Related to Ultra Sun’s
Operations





Ultra
Sun’s operations are subject to a number of risks including:





RISK
FACTORS ASSOCIATED WITH ULTRA SUN





In order to expand, we will need
additional capital which may dilute current stockholders and if we do not find
additional financing, we may not be able to expand also making it difficult for
us to make a profit.





Ultra Sun has relied on investments and
loans from founders and other debt financing to continue in
operations.  Ultra Sun may still be in need of additional capital to
stay in operations and cover any shortfalls in revenue.  Therefore,
the ultimate success of Ultra Sun may be dependent on its ability to raise
additional capital.  There is no assurance that any additional funds
will be available from any source or, if available, on terms and conditions
favorable to Ultra Sun and existing stockholders.












We do not have substantial resources
and are only marginally profitable bringing into question our ability to stay in
business.





We have been only marginally profitable
with net income of only $2,596 for the year ended December 31, 2008 and net
income of $8,482 for the year ended December 31, 2007.  Shareholders
of Ultra Sun have provided bridge capital to meet any short-term cash needs in
the past but there is no requirement for the shareholders to contribute funds in
the future.  Given the current economic conditions, it is possible
that revenue will decrease this year, and for us to need funding to cover
shortfalls in our operating capital.





We are a small business and will be
dependent on the ability to expand operations to be profitable and increase
revenues.





As a small business our business model
requires we continue to expand opening new locations.  Each salon is
limited in the amount of revenue it can generate and the number of customers in
its geographical area.  Accordingly, to generate additional revenues
and profits, we need to be able to expand to new locations which will require
additional capital.  At this time we have very limited capital and
will be dependent on debt and equity financing.  Given current
liquidity issues facing the economy in general, there is no assurance we can
obtain any debt financing or that the terms of any debt financing will be very
favorable.  Additionally, equity financing may be difficult in today’s
environment given the current economic climate.  Without financing, we
would likely have to postpone additional salon openings limiting our
profitability.





There is ongoing concern over the risk
of tanning beds and there is a possibility that regulations in the future will
substantially affect our industry or limit the number of customers that seek
indoor tanning options.





Although tanning beds do not expose
individuals to the sun, there is concern over the dangers of tanning beds and
many believe they still cause skin damage including skin cancer.  All
customers must sign a form indicating they understand the potential dangers of
tanning beds including eye and skin injury, allergic reactions, premature aging
of the skin and skin cancer.  It is possible that governmental
agencies will add more regulations to the tanning industry as it continues to
grow which would increase our cost.  Additionally, it is possible that
a customer may be injured or have other health problems related to the tanning
experience at our facility and seek redress from us.  We currently
carry only limited insurance and if we were to lose a lawsuit from an injured
customer, it is likely we would not be able to stay in business.





We compete in a very competitive
industry with limited barriers to entry and new competitors constantly entering
into the market taking away potential customers.





Ultra Sun competes in a highly
competitive industry with only minor differentiations in product
offered.  As a tanning salon, Ultra Sun will have to rely on location
and customer service to differentiate from competitors.  We do not
have the name recognition of other salons and will depend on advertisement and
walk-in customers.  Many of the competitors whom we compete with have
been in existence substantially longer and have an established
clientele.  We will have to depend on opening in newer areas and
developments where existing tanning salons are not located.  It may be
difficult for us to find new sites where there is not already a tanning salon
that we would compete against.  Additionally, if we are forced to
compete with another salon, the main source of competition in the industry is in
prices.  If we have to lower our prices, the ability for us to grow
and service our debt load will be questionable.





We currently have very limited
resources and depend on current management to keep operating and provide
temporary loans.  If we lose any of our current management, it may be
difficult for us to stay in business or to find replacements.





Ultra Sun has only two management
personnel with Neil Blosch the only full- time manager.  We currently
do not have the funds to be able to hire new people and will be dependent on Mr.
Blosch to continue to work for Ultra Sun.  If we were forced to go
outside and hire new management it is likely our cost would be
increased.





We have not and do not intend to pay
dividends in the foreseeable future.





Ultra Sun has not paid, and does not
plan to pay, dividends in the foreseeable future, even if it were
profitable.  Earnings, if any, are expected to be used to expand
operations, for research and development and for general corporate purposes,
rather than to make distributions to stockholders.












Shares which may be available for
resale could have a depressive affect on our stock price if we were to become
listed on an exchange or market.





Ultra Sun has previously issued shares
of Common Stock that constitute “restricted securities” as that term is defined
in rule 144 adopted under the Securities Act.  Subject to certain
restrictions, such securities may generally be sold in limited amounts one year
after their acquisition.  In 2004, Ultra Sun issued 500,000 shares of
Common Stock which were available for resale starting in November
2005.  Sales of these restricted securities under rule 144 or
otherwise by current stockholders of Ultra Sun could have a depressive effect on
any trading market for Common Stock that may exist now or develop in the
future.




It is likely, even if our common stock
becomes listed on an exchange or market, that it would be subject to the “penny
stock” rules limiting the ability of prospective investors to purchase our
shares creating potential liquidity issues for our stockholders.





Ultra Sun’s Common Stock is covered by
a Securities and Exchange Commission rule that imposes additional sales practice
requirements on broker-dealers which sell such securities to persons other than
established customers and accredited investors (generally institutions with
assets in excess of $5,000,000 or individuals with net worth in excess of
$1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their
spouse).  For transactions covered by the rule, the broker-dealer must
make a special suitability determination for the purchaser and receive the
purchaser’s written agreement to the transaction prior to the
sale.  Consequently, the rule may affect the ability of broker-dealers
to sell Ultra Sun’s securities and also may affect the ability of persons now
owning or subsequently acquiring Ultra Sun’s securities to resell such
securities in any trading market that may develop.





We may issue additional shares of our
common or preferred stock which potentially could have a dilutive effect on
current stockholders.





Ultra Sun currently has authorized
45,000,000 shares of Common Stock of which 1,300,000 shares are issued and
outstanding.  The board of directors has authority, without action by
or vote of Ultra Sun’s stockholders to issue all or part of the authorized but
unissued shares.  It is likely that Ultra Sun will seek additional
equity capital in the future as it develops and markets additional
products.  Any issuance of additional shares of Common Stock will
dilute the percentage ownership interest of stockholders and may further dilute
the book value of Ultra Sun’s shares.





For all of the foregoing reasons and
others set forth herein, an investment in these securities involves a high
degree of risk.





Employees





As of
March 15, 2009, we had 1 full-time employee and 3 part-time
employees.





ITEM
2. PROPERTIES





Ultra Sun
leases space for its salon, which also serves as its corporate
offices.  The facility is located at 87 East State Road 73, Saratoga
Springs 84045.  The facilities are 1,820 square feet in size and have
an annual lease rate ranging from $17 a square foot in year one of the lease to
$19.13 a square foot in year five of the lease with monthly rental ranging from
$2,578 to $2,901 over five years.  The facilities can be released for
two consecutive five years lease terms with three percent rent increases each
year over the extension terms.





ITEM
3. LEGAL PROCEEDINGS





None.





ITEM
4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS





No
matters were submitted to a vote of stockholders of the Company during the
fourth quarter of the fiscal year ended December 31, 2008.












PART
II





ITEM
5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
PURCHASES OF EQUITY SECURITIES





Ultra
Sun’s common stock is not quoted on any market or exchange.  Since its
inception, Ultra Sun has not paid any dividends on shares of common stock, and
Ultra Sun does not anticipate that it will pay dividends in the foreseeable
future. At March 15, 2008, we had approximately 54 holders of
record.  As of December 31, 2008 and March 15, 2009, Ultra Sun had
1,300,000 shares of our common stock issued and outstanding.





Possible
Sale of Common Stock Pursuant to Rule 144





Ultra Sun
has previously issued shares of common stock that constitute restricted
securities as that term is defined in Rule 144 adopted under the Securities
Act.  Subject to certain restrictions, such securities may generally
be sold in limited amounts under Rule 144.  All of Ultra Sun’s issued
1,300,000 shares have been outstanding for several years with the majority of
the shares issued in 2005 and 2006.    No shares have been
issued since 2006.  Accordingly, all the shares of common stock
outstanding would meet the time test of Rule 144 and potentially be available
for resale.  With the number of shares potentially becoming available
for resale, there could be a depressive effect on any market that may develop
for Ultra Sun’s common stock.





Recent Sales of Unregistered
Securities





Ultra Sun
has not sold any securities during the last two years.  On June 13,
2006, Ultra Sun closed an offering in which 800,000 shares of common stock were
sold to approximately 51 investors.  The offering was sold at $0.25
per share with total proceeds of $200,000 received.  Ultra Sun relied
on an exemption from registration found in Regulation D, Rule 504 for the offer
and sale of shares.





ITEM
6 SELECTED FINANCIAL DATA




Summary
of Financial Information







We had
revenues of $226,631 and a net income of $2,596 for the year ended December 31,
2008.  At December 31, 2008, we had cash and cash equivalents of
$8,068 and a negative working capital of approximately $13,806, as opposed to a
negative working capital of $44,952 at December 31, 2007.





The
following table shows selected summarized financial data for Ultra Sun at the
dates and for the years indicated.  The data should be read in
conjunction with the financial statements and notes included herein beginning on
page F-1.












STATEMENT OF OPERATIONS
DATA:





For the Year Ended
                December 31, 2008
              For the Year Ended
                December 31, 2007Revenues
              $      226,631
              $     221,258Cost
      of Revenues
              52,095
              49,700General
      and Administrative Expenses
              46,073
              41,556Net
      Income (Loss)
              2,596
              8,482Basic
      Income (Loss) per Share
              0.00
              0.01Diluted
      Income (Loss) per Share
              0.00
              0.01Basic
      Weighted Average Number of Shares Outstanding
              1,300,000
              1,300,000Diluted
      Weighted Average Number of Shares Outstanding
              1,300,000
              1,300,000BALANCE SHEET
      DATA:December 31, 2008
              December 31, 2007Total
      Current Assets
              $    12,238
              $     43,522Total
      Assets
              80,837
              142,050Total
      Current Liabilities
              26,044
              88,474Working
      Capital
              (13,806)
              (44,952)Stockholders’
      Equity
              49,022
              46,426





ITEM
7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS





Certain
statements in this Report constitute “forward-looking
statements.”  Such forward-looking statements involve known and
unknown risks, uncertainties and other factors that may cause our actual
results, performance or achievements to be materially different from any future
results, performance or achievements expressed or implied by such
forward-looking statements. Factors that might cause such a difference include,
among others, uncertainties relating to general economic and business
conditions; industry trends; changes in demand for our products and services;
uncertainties relating to customer plans and commitments and the timing of
orders received from customers; announcements or changes in our pricing policies
or that of our competitors; unanticipated delays in the development, market
acceptance or installation of our products and services; changes in government
regulations; availability of management and other key personnel; availability,
terms and deployment of capital; relationships with third-party equipment
suppliers; and worldwide political stability and economic growth. The words
"believe", "expect", "anticipate", "intend" and "plan" and similar expressions
identify forward-looking statements. Readers are cautioned not to place undue
reliance on these forward-looking statements, which speak only as of the date
the statement was made.





Critical
Accounting Policies and Estimates





The
preparation of financial statements and related disclosures in conformity with
accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the amounts
reported in the Financial Statements and accompanying notes.  Management
bases its estimates on historical experience and on various other assumptions
that are believed to be reasonable under the circumstances. Actual results
could differ from these estimates under different assumptions or
conditions.  Ultra Sun believes there have been no significant
changes during the year ended December 31, 2008.





Ultra
Sun’s accounting policies are more fully described in Note 1 of the audited
financial statements.  As discussed in Note 1, the preparation of
financial statements and related disclosures in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions about the future events that affect
the amounts reported in the financial statements and the accompanying notes.
Management bases its estimates on historical experience and on various other
assumptions that are believed to be reasonable under the
circumstances.  Actual differences could differ from these estimates
under different assumptions or conditions.  Ultra Sun believes that
the following addresses Ultra Sun’s most critical accounting
policies.












We
recognize revenue in accordance with Securities and Exchange Commission Staff
Accounting Bulletin No. 104, “Revenue Recognition” (“SAB 104”).  Under
SAB 104, revenue is recognized at the point of passage to the customer of title
and risk of loss, when there is persuasive evidence of an arrangement, the sales
price is determinable, and collection of the resulting receivable is reasonably
assured.





Our
allowance for doubtful accounts is maintained to provide for losses arising from
customers’ inability to make required payments.  If there is
deterioration of our customers’ credit worthiness and/or there is an increase in
the length of time that the receivables are past due greater than the historical
assumptions used, additional allowances may be required.





Stock-Based
Compensation. The Company has stock-based compensation plans. Effective January
1, 2006, the Company adopted the fair value recognition provisions of Statement
of Financial Accounting Standards No. 123 (revised 2004), "Share-Based Payment"
("SFAS 123R"), using the modified prospective transition method. Under this
transition method, stock-based compensation expense for the year ended December
31, 2006 includes compensation expense for all stock-based compensation awards
granted during the year, or granted in a prior year if not fully vested as of
January 1, 2006, based on the grant date fair value estimated in accordance with
the original provision of Statement of Financial Accounting Standards No. 123,
"Accounting for Stock-based Compensation" ("SFAS 123"). Stock-based compensation
expense for all stock-based compensation awards granted after January 1, 2006 is
based on the grant date fair value estimated in accordance with the provisions
of SFAS 123R. The value of the compensation cost is amortized on a straight-line
basis over the requisite service periods of the award (the option vesting
term).





·
            The
      Company estimates fair value using the Black-Scholes valuation model.
      Assumptions used to estimate compensation expense are determined as
      follows:





·
            Expected
      term is determined using an average of the contractual term and vesting
      period of the award;





·
            Expected
      volatility of award grants made under the Company's plans is measured
      using the historical daily changes in the market price of similar industry
      indices, which are publicly traded, over the expected term of the
      award;





·
            Risk-free
      interest rate is equivalent to the implied yield on zero-coupon U.S.
      Treasury bonds with a remaining maturity equal to the expected term of the
      awards; and,





Forfeitures
are based on the history of cancellations of awards granted by the Company
and   management's analysis of potential
forfeitures.





Prior to
the adoption of SFAS 123R, the Company recognized stock-based compensation
expense in accordance with Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued to Employees" ("APB No. 25").





We
account for income taxes in accordance with Statement of Financial Accounting
Standards No. 109, “Accounting for Income Taxes” (“SFAS No.
109).  Under SFAS No. 109, deferred tax assets and liabilities are
measured using enacted tax rates in effect for the year in which the differences
are expected to reverse.  Deferred tax assets will be reflected on the
balance sheet when it is determined that it is more likely than not that the
asset will be realized.





Plan of
Operation





We are
currently engaged in the operation of a tanning salon.  We believe
that the tanning salon business has been fragmented and operated primarily as
single shop owners.  We are hoping to expand by purchasing additional
salons and opening new salons to capitalize on the industry
fragmentation.  We have spent the last several years developing our
salon model and want to be able to expand upon what we have found works
best.   This includes expanding upon the traditional tanning
business to focus on a salon with a broader product offering with other salon
amenities besides tanning.   We also intend to focus on tanning
alternatives including spray on tans and tanning products which, we believe,
have improved over recent years and now offer a comparable appearance to
traditional outdoor and indoor tanning.












Over the
last several years of operations, we believe we have developed a business model
that can be applied to multiple locations with each location being profitable
and providing a steady income stream.  We have experimented with the
appearance of a tanning salon and offering different services and products for
several years.  Now, we believe, we have developed an appearance and
product category that can be expanded to multiple locations across the
country.  This expansion will require additional capital and given
current economic conditions may require we seek equity investments instead of
relying solely on debt financing.





It is our
goal to open multiple locations and then be able to expand into our own line of
private label tanning and beauty products that we can sell at our
locations.  We have already been focusing on up selling clients with
different tanning and beauty products and found sufficient receptiveness to the
product sales that we believe it can become a revenue channel for
us.  We believe with multiple locations, we can purchase in bulk at
reduced prices and receive better profit margins off of tanning and beauty
product sales.





Our
future success will be dependent on our ability to open multiple
locations.  We have been looking for new sites for several additional
salons and believe we can obtain sufficient debt financing for the next two to
three stores but beyond that number we will need to have additional equity
infusions.  Debt financing will require guarantees from current
management who have indicated a willingness to continue to provide personal
guarantees for initial planned expansion.





As we
look to expand operations, we face many challenges including the current
economic environment which has made it difficult, if not impossible, for
companies our size and with our financial position to obtain debt financing from
banks.  Additionally, consumers have been reducing expenditures and
although it has not significantly affected our current operations, it is likely,
if the recession continues that our business will be negatively
affected.  It will be important as we look to expand to be able to
raise additional capital either through existing shareholders and management or
through outside sources.  Future capital raises will likely result in
significant dilution to current investors and it is uncertain that we will be
able to raise any new capital, particularly in light of the current economic
conditions.  Without additional capital, we will not be able to start
private labeling our own line of tanning products nor expand
operations.  This inability to expand or private label will restrict
our ability to be profitable and increase revenue.





Results of
Operations





December 31, 2008 and
2007





For the
year ended December 31, 2008 and 2007, we had revenues of $226,631 and $221,258,
respectively with net income of $2,596 and $8,482, respectively.  We
spent a portion of 2006 and 2007 refining our product offering and salon
appearance and trying new tanning and beauty care products.  From
these efforts, we believe we have improved on our product offering and salon
appearance to the point where we can expand and have profitable operations
quicker than in the past.  We also benefited from a reduction in
interest expense as we paid down our initial loans on equipment and tenant
improvements.  We anticipate future results to remain fairly
consistent.  Current economic conditions may reduce revenues as we
move forward for a period of time as consumers reduce their discretionary
spending.  So far, our business has not seen a shift in consumer
spending but we would anticipate at least a short-term effect given current
economic conditions.





Our expenses for the year ended
December 31, 2008, remained similar to the year ended December 31,
2007.  Operating expenses increased by only $13,554 for the year ended
December 31, 2008 compared to 2007 with operating expenses of $170,050 for
2008.    General and administrative expense increased to
$46,073 form $41,556 for the year ended December 31, 2008 versus December 31,
2007.  We believe expense will remain in these ranges going forward
and should be similar for additional salons. Our depreciation expense decreased
slightly to $31,651 from $33,813 for December 31, 2008 versus December 31,
2007.





Our
revenues allowed us to continue to reduce the initial debt incurred on the
opening of the salon and we feel it should continue to be reduced as we are
better able to meet ongoing costs.   Our costs should stay around
the current levels so it will be important for us to generate more revenue in
the salon to increase net income.  The nature of the salon business is
such that additional customers have very little additional incremental
cost.  We should therefore be able to generate more net income by
increasing the revenue.  This may require additional marketing
dollars.  Currently, we have not focused on marketing and relied on
location and word of mouth.  As we have paid off debt, and with
operations stabilizing, we now hope to be able to expend additional monies on
marketing.  For the year ended December 31, 2008, we spent only $174
on advertising and $154 for the year ended December 31, 2007.  We
believe even a slight increase in marketing should increase
revenues.













Our cost
of goods sold related to our revenue is approximately 22% to 23%.  For
the year ended December 31, 2008, our cost of goods sold was only $52,095
compared to revenues of $226,631 resulting in a gross profit of
$174,536.  For the year ended December 31, 2007, our cost of goods
sold was only $49,700 compared to revenues of $221,258 resulting in a gross
profit of $171,558.  Based on the gross profit margin of approximately
77% we feel it is important to drive more revenues to our salon.  We
believe additional revenue will result in a larger portion of net income given
the incremental cost of additional revenues should be relatively
small.  We do not anticipate additional revenues causing much of an
increase in operating expenses and believe cost of goods sold will remain
similar going forward on the tanning side of the business.  We will
start offering more products at the salon which will have higher cost of goods
sold but the additional products should not cause much effect on operating
expenses.





Seasonality and
Cyclicality





Although
our salon receives steady business throughout the year, we experience our
busiest seasons in the winter and spring months.  We would anticipate
this trend to continue.  With the ability to offer spray-on tanning,
we are seeing more demand for this tanning method in the summer months as people
seek to avoid outdoor tanning.





Liquidity and Capital
Resources





As of
December 31, 2008, we had a working capital deficit of $13,806 compared to a
working capital deficit of $44,952 for December 31, 2007.  Part of the
reason for our working capital deficit is we carry very little inventory and
have no accounts receivable and had to borrow funds to open the salon and cover
initial short-falls.  We believe we will be able to meet ongoing
expenses from revenues in the future and any short- falls will continue to be
covered by management.  We also believe as we have refined our
business model that we will not face short-falls as we did in the past as we
tried different salon structures and appearances.  We are hopeful in
future quarters that our working capital deficit will be reduced further as we
continue to pay off debt.  We have been able to pay off all of our
initial long- term debt from revenue and initial equity
investments.





As we
have reduced our overall indebtedness, we have been able to fund operations from
revenues.  Occasionally, we have had to rely on short-term funding
from management or shareholders but we believe as our overall indebtedness has
decreased, we should start to be able to cover ongoing expense from
revenues.  Management has indicated a wiliness to fund any
unanticipated shortfalls for the next twelve months.  We will have to
seek additional capital if we try and expand our operations through private
labeling products or opening new salons.  We will probably seek
additional equity financing if we seek additional capital but at this time, the
exact amounts are unknown until we have found either salons to acquire or new
sites to open.  Future expansion will be dependent on additional
capital which most likely would cause dilution to current
shareholders.  As our current revenues seem to have stabilized and we
have sufficient revenues to fund ongoing operations, any future capital would be
raised and used for expansion.  Management will most likely continue
to fund ongoing shortfalls.  With the current economy, revenues could
decrease in which case we would have to rely on additional capital
sources.  For the immediate needs of our current salon, we would seek
management and shareholder loans.  There can be no assurance that
management and shareholders will continue to loan Ultra Sun funds.





As we
move to expand our operations, we anticipate incurring new debt as we open new
salons.  Our goal is to balance debt financing with equity
investments.  We anticipate each new salon will take approximately two
to three years to pay off the debt associated with its opening and the purchase
of equipment.  We believe that after the first year each new salon
should be able to finance its own debt associated with its opening and pay all
of the salon’s management cost.   Given current economic
conditions of the economy in general, our estimates may have to be revised if
consumers further reduce discretionary spending.  If consumers reduce
discretionary spending, we may delay further salon openings until the economy is
better.





Off-Balance Sheet
Arrangements





We have
no off-balance sheet arrangements.





ITEM
8.  FINANCIAL STATEMENTS AND SUPPLEMENATRY DATA





The
financial statements of the Company are set forth immediately following the
signature page to this Form 10-K.














ITEM
8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE





The
Company has had no disagreements with its certified public accountants with
respect to accounting practices or procedures or financial
disclosure.





ITEM
9A(T).  CONTROLS AND PROCEDURES





Evaluation
of Disclosure Controls and Procedures





Our
management with the assistance of an outside CPA firm, evaluated the
effectiveness of our disclosure controls and procedures as of the end of the
period covered by this report. Based on that evaluation, our President and CFO
concluded that our disclosure controls and procedures as of the end of the
period covered by this report were effective such that the information required
to be disclosed by us in reports filed under the Exchange Act is
(i) recorded, processed, summarized and reported within the time periods
specified in the SEC’s rules and forms and (ii) accumulated and
communicated to our management, including our President and CFO, as appropriate
to allow timely decisions regarding disclosure. A controls system cannot provide
absolute assurance, however, that the objectives of the controls system are met,
and no evaluation of controls can provide absolute assurance that all control
issues and instances of fraud, if any, within a company have been
detected.  This evaluation was made in light of the fact the Company
has no operations or revenue and limited cash on hand.







Management’s
Annual Report on Internal Control over Financial Reporting





Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting (as defined in Rule 13a-15(f) under the
Exchange Act). Our internal control over financial reporting is a process
designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in
accordance with accounting principles generally accepted in the United
States.







Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. Therefore, even those systems determined to be
effective can provide only reasonable assurance of achieving their control
objectives.







Our
management, with the participation of the outside CPA firm, evaluated the
effectiveness of our internal control over financial reporting as of
December 31, 2008.  In making this assessment, our management
used the criteria set forth by the Committee of Sponsoring Organizations of the
Treadway Commission (“COSO”) in Internal Control - Integrated
Framework.   Further, our management considered the size of our
operations and revenue and the use of an outside CPA firm which reconciles all
financial transactions prior to being delivered to our auditors.  Based on
this evaluation, our management concluded that, as of December 31, 2008,
our internal control over financial reporting was effective.  However,
management recognized the weaknesses of inadequate segregation of duties
consistent with control objectives due to our small size and limited resources
but believes the use of an outside CPA firm, in addition to our auditors, helps
mitigate this potential weakness.





This
annual report does not include an attestation report of the Company’s registered
public accounting firm regarding internal control over financial
reporting.  Management’s report was not subject to attestation by the
Company’s registered public accounting firm pursuant to temporary rules of the
Security and Exchange Commission that permit the Company to provide only
management’s report in this annual report.





Changes
in internal control over financial reporting





There
have been no changes in internal control over financial reporting.





ITEM
9B.  OTHER INFORMATION





None












PART
III





ITEM
10.  DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE





The
following table sets forth information with respect to the officers and
directors of Ultra Sun.





Name
            Age
            Position With Ultra SunNeil
      Blosch
            49
            Director,
      Chief Executive Officer, Principal Accounting OfficerDave
      O’ Bagy
            54
            Director





The term of office of each director is
one year and until his successor is elected and qualified at Ultra Sun’s annual
meeting, subject to removal by the Shareholders.  The term of office
for each officer is one year and until a successor is elected at the annual
meeting of the board of directors and is qualified, subject to removal by the
board of directors.





Biographical
Information





Set forth below is certain biographical
information for each of Ultra Sun’s officers and directors and other key
personnel.  Investors will be relying on the general business acumen
and experience of Ultra Sun’s management and should critically assess the
information set forth below.





Neil
Blosch has been the owner and operator of tanning salons since 2000, owning
Sahara Sun Tanning Salon.  Mr. Blosch is also a licensed General
Contractor and specializes in tenant finishing including the tenant finishing of
tanning salons.  Mr. Blosch received his Bachelor of Science degree in
Economics from the University of Utah.





Dave
O’Bagy has been involved in the real estate business since 1985 owning O’Bagy
and Associates.  O’Bagy and Associates operates as a real estate
broker in Utah and engages in both commercial and residential
development.  Mr. O’Bagy graduated from the University of Utah with a
B.S. in accounting.





To the knowledge of management, during
the past five years, no present or former director, executive officer or person
nominated to become a director or an executive officer of the
Company:





(1)           filed
a petition under the federal bankruptcy laws or any state insolvency law, nor
had a receiver, fiscal agent or similar officer appointed by a court for the
business or property of such person, or any partnership in which he was a
general partner at or within two years before the time of such filing, or any
corporation or business association of which he was an executive officer at or
within two years before the time of such filing;





(2)           was
convicted in a criminal proceeding or named subject of a pending criminal
proceeding (excluding traffic violations and other minor offenses);





(3)           was
the subject of any order, judgment or decree, not subsequently reversed,
suspended or vacated, of any court of competent jurisdiction, permanently or
temporarily enjoining him from or otherwise limiting, the following
activities:





(i)           acting
as a futures commission merchant, introducing broker, commodity trading advisor,
commodity pool operator, floor broker, leverage transaction merchant, associated
person of any of the foregoing, or as an investment advisor, underwriter, broker
or dealer in securities, or as an affiliate person, director or employee of any
investment company, or engaging in or continuing any conduct or practice in
connection with such activity;





(ii)           engaging
in any type of business practice; or





(iii)           engaging
in any activity in connection with the purchase or sale of any security or
commodity or in connection with any violation of federal or state securities
laws or federal commodities laws;












(4)           was
the subject of any order, judgment, or decree, not subsequently reversed,
suspended, or vacated, of any federal or state authority barring, suspending, or
otherwise limiting for more than 60 days the right of such person to engage in
any activity described above under this Item, or to be associated with persons
engaged in any such activity;





(5)           was
found by a court of competent jurisdiction in a civil action or by the
Securities and Exchange Commission to have violated any federal or state
securities law, and the judgment in such civil action or finding by the
Securities and Exchange Commission has not been subsequently reversed,
suspended, or vacated.





(6)           was
found by a court of competent jurisdiction in a civil action or by the Commodity
Futures Trading Commission to have violated any federal commodities law, and the
judgment in such civil action or finding by the Commodity Futures Trading
Commission has not been subsequently reversed, suspended or
vacated.





Family
Relationships





None of
the officers or directors have any family relationship to each
other.





COMPLIANCE WITH SECTION
16(A) OF THE EXCHANGE ACT





The
Company is not aware of any other late reports filed by officers, directors and
ten percent stockholders.





ITEM
11.  EXECUTIVE COMPENSATION





The
following table sets forth, for the fiscal years indicated, all compensation
awarded to, earned by or paid to Ultra Sun’s chief executive officer and each of
the other executive officers that were serving as executive officers at December
31, 2008 (collectively referred to as the "Named Executives").  No
other executive officer serving during 2008 received compensation greater than
$100,000.





SUMMARY
COMPENSATION TABLE





Summary
Compensation Table





Name
      and
              Principal
      Position
            Year
            Salary
            Bonus
            Stock
              Awards
            Option
              Awards
            Non-Equity
              Incentive
      Plan
              Compensation
            All
              OtherCompensation
            TotalNeil
      Blosch
            2008
            -0-
            -0-
            -0-
            -0-
            -0-
            -0-
            -0-CEO,
      President
            2007
              2006
            -0-
              -0-
            -0-
              -0-
            -0-
              -0-
            -0-
              -0-
            -0-
              -0-
            -0-
              -0-
            -0-
              -0-





Outstanding
Equity Awards At Fiscal Year-End





We had no
outstanding equity awards at fiscal year end.





Compensation
of Directors





At this
time, we do not compensate our directors for their services as
directors.





Option/SAR Grants in Last
Fiscal Year





In fiscal 2008, no options were
granted.





Stock Option
Exercise





In fiscal
2008, none of the named executives exercised any options to purchase shares of
common stock.





Long-Term Incentive Plan
(“LTIP”)





There were no awards granted during
fiscal year 2008, 2007, or 2006 under a long-term incentive plan.












Board of Directors
Compensation





Each
director may be paid his expenses, if any, of attendance at each meeting of the
board of directors, and may be paid a stated salary as director or a fixed sum
for attendance at each meeting of the board or directors or both.  No
such payment shall preclude any director from serving the corporation in any
other capacity and receiving compensation therefore.





No other
compensation arrangements exist between Ultra Sun and our
Directors.





Employment Contracts and
Termination of Employment and Change-in-Control Arrangements





We
currently do not have any employment contracts.




Report
on Repricing of Options/SARs







We have
not adjusted or amended the exercise price of stock options or SARs previously
awarded to any executive officers.





Report on Executive
Compensation





The Board
of Directors determines the compensation of Ultra Sun’s executive officer and
president and sets policies for and reviews with the chief executive officer and
president the compensation awarded to the other principal executives, if
any.   The board of directors does not have an audit or
compensation committee because of the size of the board of
directors.  As the Company grows, the board of directors will look to
add additional directors and add an audit and compensation
committee.





The
compensation policies utilized by the Board of Directors are intended to enable
Ultra Sun to attract, retain and motivate executive officers to meet our goals
using appropriate combinations of base salary and incentive compensation in the
form of stock options. Generally, compensation decisions are based on
contractual commitments, if any, as well as corporate performance, the level of
individual responsibility of the particular executive and individual
performance.





Base
salaries for Ultra Sun’s executive officers are determined initially by
evaluating the responsibilities of the position held and the experience of the
individual, and by reference to the competitive marketplace for management
talent, including a comparison of base salaries for comparable positions at
comparable companies within Ultra Sun’s industry.





Annual
salary adjustments are determined by evaluating the competitive marketplace, the
performance of Ultra Sun, the performance of the executive, particularly with
respect to the ability to manage the growth of Ultra Sun, the length of the
executive's service to Ultra Sun and any increased responsibilities assumed by
the executive.





During
2008, the board of directors of Ultra Sun met one time.  All members
of the board of directors were either present in person or by proxy at all the
meetings.





Code of
Ethics





We have
adopted a Code of Ethics that applies to all of our directors and executive
officers serving in any capacity for our Company, including our principal
executive officer, principal financial officer, principal accounting officer or
controller or persons performing similar functions.




Board
of Directors Interlocks and Insider Participation in Compensation
Decisions







No such
interlocks existed or such decisions were made during fiscal year
2008.





Option
Plans





Ultra Sun has no option plans and no
outstanding options.












ITEM
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS





The
following table sets forth certain information as of March 15, 2009, with
respect to the beneficial ownership of Ultra Sun’s Common Stock by each director
of Ultra Sun and each person known by Ultra Sun to be the beneficial owner of
more than 5% of Ultra Sun’s outstanding shares of Common Stock.  At
March 15, 2009, there were 1,300,000 shares of common stock
outstanding.




For
purposes of this table, information as to the beneficial ownership of shares of
common stock is determined in accordance with the rules of the Securities and
Exchange Commission and includes general voting power and/or investment power
with respect to securities. Except as otherwise indicated, all shares of our
common stock are beneficially owned, and sole investment and voting power is
held, by the person named. For purposes of this table, a person or group of
persons is deemed to have “beneficial ownership” of any shares of common stock,
which such person has the right to acquire within 60 days after the date hereof.
The inclusion herein of such shares listed as beneficially owned does not
constitute an admission of beneficial ownership.





All
percentages are calculated based upon a total number of 1,300,000 shares of
common stock outstanding as of March 15, 2009, plus, in the case of the
individual or entity for which the calculation is made, that number of options
or warrants owned by such individual or entity that are currently exercisable or
exercisable within 60 days.





Title of Class
              Name of Beneficial Owner
              Number of Shares Owned
              Percent of ClassPrincipal
      StockholdersCommon
              Jeff
      W. Holmes
                P.O.
      Box 11207
                Zephyr
      Cove, NV 89448
              378,900
              29.15%Common
              Kirk
      Blosch
                2081
      Lakeline Drive
                Salt
      Lake City, Utah 84111
              378,900
              29.15%Common
              Neil
      Blosch
                1532
      East St. Marks Court
                Salt
      Lake City, Utah 84124
              71,400
              5.49%Officers
      and DirectorsCommon
              Neil
      Blosch
              See
      AboveCommon
              Dave
      O’Bagy
              -0-
              -0-Common
              All
      Officers and Directors as a Group (2 Persons)
              71,400





Control
by Existing Shareholders





Current
management, along with two shareholders, one of whom is the brother of the CEO,
have 63.7% control of the issued and outstanding shares of our common
stock.  As a result, the persons currently in control of Ultra Sun
will most likely continue to be in a position to elect at least a majority of
the Board of Directors of Ultra Sun, to dissolve, merge or sell the assets of
Ultra Sun, and generally, to direct the affairs of Ultra Sun.





Dividends





We have
not declared any cash dividends with respect to our common stock, and do not
intend to declare dividends in the foreseeable future. Our future dividend
policy cannot be ascertained with any certainty. There are no material
restrictions limiting, or that are likely to limit, our ability to pay dividends
on our securities.












Securities
Authorized for Issuance under Equity Compensation Plans





Plan
      Category
              Number
      of Securities to be issued upon exercise of outstanding options, warrants
      and rights
              Weighted-average
      exercise price of outstanding options, warrants and rights
              Number
      of securities remaining available for future issuance under equity
      compensation plans excluding securities reflected in column
      (a)(a)
              (b)
              (c)Equity
      compensation plans approved by security holders
              None
              None
              NoneEquity
      compensation plans not approved by security holders
              None
              None
              NoneTotal
              NA
              NA
              NA





ITEM
13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE





Transactions with Management
and Others.





We
believe that all purchases from or transactions with affiliated parties were on
terms and at prices substantially similar to those available from unaffiliated
third parties.





There
were no material transactions, or series of similar transactions, during our
Company’s last fiscal year, or any currently proposed transactions, or series of
similar transactions, to which our Company or any of our subsidiaries was or is
to be a party, in which the amount involved exceeded the lesser of $120,000 or
one percent of the average of our total assets at year-end for the last three
completed fiscal years and in which any director, executive officer or any
security holder who is known to us to own of record or beneficially more than
five percent of any class of our common stock, or any member of the immediate
family of any of the foregoing persons, had an interest.





There
were no material transactions, or series of similar transactions, during our
Company’s last five fiscal years, or any currently proposed transactions, or
series of similar transactions, to which we or any of our subsidiaries was or is
to be a party, in which the amount involved exceeded the lesser of $120,000 or
one percent of the average of our total assets at year-end for the last three
completed fiscal years and in which any promoter or founder of ours or any
member of the immediate family of any of the foregoing persons, had an
interest.





Independence of
Management





There
were no material transactions, or series of similar transactions, since the
beginning of the Company's last fiscal year, or any currently proposed
transactions, or series of similar transactions, to which the Company was or is
to be a party, in which the amount involved exceeds $60,000 and in which any
director or executive officer, or any security holder who is known to the
Company to own of record or beneficially more than 5% of any class of the
Company's common stock, or any member of the immediate family of any of the
foregoing persons, has an interest.





Transactions with
Promoters





There
have been no transactions between the Company and promoters during the last
fiscal year.












ITEM
14. PRINCIPAL ACCOUNTANT FEES AND SERVICES





1) Audit
Fees - The aggregate fees incurred for each of the last two fiscal years for
professional services rendered by our principal accountant for the audit of our
annual financial statements and review of our quarterly financial statements is
approximately $7,000and $6,500 for each of the years ending December 31, 2008
and 2007.





2)
Audit-Related Fees. $6,500 and $6,000.


3) Tax
Fees. $500and $500.


4) All
Other Fees. $0.


5) Not
applicable.


6) Not
Applicable.





ITEM
15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.





(a)(1)FINANCIAL
STATEMENTS.  The following financial statements are included in this
report:





Title
      of Document
              
              PageReport
      of Independent Registered Public Accounting Firm
              
              F-1Balance
      Sheets
              
              F-2Statements
      of Operations
              
              F-3Statements
      of Stockholders’ Equity
              
              F-4Statements
      of Cash Flows
              
              F-5Notes
      to Financial Statements
              
              F-6





(a)(2)FINANCIAL
STATEMENT SCHEDULES.  The following financial statement schedules are
included as part of this report:





None.





(a)(3)EXHIBITS.  The
following exhibits are included as part of this report:





Exhibit
      Number
              
              SEC
      Reference Number
              
              Title
      of Document
              
              LocationItem
      3
              Articles
      of Incorportion and Bylaws3.01
              
              3
              
              Articles
      of Incorporation
              
              Incorporated
      by reference3.02
              
              3
              
              Bylaws
              
              Incorporated
      by referenceItem
      4
              Instruments
      Defining the Rights of Secruity Holders4.01
              
              4
              
              Specimen
      Stock Certficate
              
              Incorporated
      by reference31.01
              
              31
              
              CEO
      certification
              
              This
      filing31.02
              
              31
              
              CFO
      certification
              
              This
      filing32.01
              
              32
              
              CEO
      certification
              
              This
      filing32.02
              
              32
              
              CFO
      certification
              
              This
      filingIncorporated
      by reference from the Company's registration statement on Form 10 filed
      with the Commission, SEC file no.
000-53571.















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
20,
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
20, 2009





/s/Dave
O'Bagy                        Director                                May
20, 2009


Dave
O'Bagy
















Ultra
Sun Corp.





December
31, 2008 and 2007












Ultra
Sun Corp.





Financial
Statements


December
31, 2008 and 2007













Ultra
Sun Corp.





Audited
Financial Statements





For the
Years Ended


December
31, 2008 and 2007








Table of
Contents








PageReport
      of Independent Registered Public Accounting Firm
              
              2Financial
      StatementsBalance
      Sheets
              
              3Statements
      of Operations
              
              4Statement
      of Changes in Stockholders' Equity
              
              5Statements
      of Cash Flows
              
              6Notes
      to Audited Financial Statements
              
              7 -
      12






































Douglas
W. Child, CPA
 Marty D.
Van Wagoner, CPA
 J. Russ
Bradshaw, CPA
 William
R. Denney, CPA
 Roger B.
Kennard, CPA
 Russell
E. Anderson, CPA
 Scott L.
Farnes


Report
of Independent Registered Public Accounting Firm








To the
Board of Directors


Ultra Sun
Corp.





We have
audited the balance sheet of Ultra Sun Corp. (the Company) as of December 31,
2008 and 2007, and the related statements of operations, changes in
stockholders’ equity and cash flows for the years ended December 31, 2008 and
2007.  These financial statements are the responsibility of the
Company’s management.  Our responsibility is to express an opinion on
these financial statements based on our audits.





We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States).  Those standards require
that we plan and perform the audits to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements.  An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation.  We
believe that our audits provide a reasonable basis for our opinion.







In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of the Company as of December 31, 2008
and 2007, and the results of its operations and its cash flows for the years
then ended, in conformity with accounting principles generally accepted in the
United States of America.







The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern.  As discussed in Note 8 to the
financial statements, the Company has suffered net losses since inception
arising from its planned principle operations.  These factors raise
substantial doubt about the Company’s ability to meet its obligations and to
continue as a going concern. Management’s plans in regard to these matters are
also described in Note 8.  The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.











Child,
Van Wagoner & Bradshaw, PLLC


March 23,
2009


Kaysville,
Utah




1284 W.
Flint Meadow Dr. #D
 Kaysville,
Utah 84037
 Telephone
801.927.1337
 Facsimile
801.927.1344
 
 
 5296 S.
Commerce Dr. #300
 Salt Lake
City, Utah 84107
 Telephone
801.281.4700
 Facsimile
801.281.4701
 
 
 Suite A,
5/F
 Max Share
Centre
 373
King’s Road
 North
Point, Hong Kong
 Telephone
852.21.555.333
 Facsimile
852.21.165.222
 
 
 www.cpaone.net









ULTRA SUN CORP.


Balance
Sheets








December
      31,2008
              
              2007ASSETSCurrent
      assets:Cash
              
              $
              8,068
              
              $
              42,725Accounts
      receivable
              
              
              302
              
              
              -Inventory
              
              
              1,868
              
              
              797Prepaid
      expenses
              
              
              2,000
              
              
              -Total
      current assets
              
              
              12,238
              
              
              43,522Fixed
      assets:Furniture
      and equipment
              
              
              10,619
              
              
              10,196Tanning
      beds
              
              
              158,446
              
              
              158,447Leasehold
      improvements
              
              
              36,365
              
              
              36,365Total
      fixed assets
              
              
              205,430
              
              
              205,008Less
      accumulated depreciation
              
              
              (139,559)
              
              
              (109,208)Net
      fixed assets
              
              
              65,871
              
              
              95,800Other
      assetsDeposits
              
              
              2,728
              
              
              2,728Total
      assets
              
              $
              80,837
              
              $
              142,050LIABILITIES
      AND STOCKHOLDERS' EQUITYLiabilitiesCurrent
      liabilities:Accounts
      payable and accrued expenses
              
              $
              14,230
              
              $
              38,565Due
      to officer (note 5)
              
              
              212
              
              
              -Deferred
      revenue
              
              
              1,574
              
              
              1,582Note
      payable - current portion (note 4)
              
              
              -
              
              
              48,283Note
      payable - related party - current portion (note 5)
              
              
              10,000
              
              
              -Accrued
      interest - notes payable
              
              
              28
              
              
              44Total
      current liabilities
              
              
              26,044
              
              
              88,474Long-term
      liabilitiesDeferred
      revenue – long-term portion
              
              
              5,771
              
              
              -Notes
      payable, less current portion (note 4)
              
              
              -
              
              
              7,150Total
      long-term liabilities
              
              
              5,771
              
              
              7,150Total
      liabilities
              
              
              31,815
              
              
              95,624Stockholders'
      equity (note 3)Preferred
      stock; $.001 par value, 5,000,000 authorizedshares,
      no shares issued and outstanding
              
              
              -
              
              
              -Common
      stock; $.001 par value, 45,000,000 authorizedshares,
      1,300,000 and 1,300,000 shares issuedand
      outstanding, respectively
              
              
              1,300
              
              
              1,300Additional
      paid-in capital
              
              
              226,341
              
              
              226,341Retained
      deficit
              
              
              (178,619)
              
              
              (181,215)Total
      stockholders' equity
              
              
              49,022
              
              
              46,426Total
      liabilities and stockholders' equity
              
              $
              80,837
              
              $
              142,050





See
accompanying notes to financial statements.















ULTRA
SUN CORP.


Statements
of Operations


For
the Years Ended December 31, 2008 and 2007








2008
              
              2007RevenueTanning
      and product sales
              
              $
              226,631
              
              $
              221,258Cost
      of goods sold
              
              
              (52,095)
              
              
              (49,700)Gross
      profit
              
              
              174,536
              
              
              171,558Operating
      Expenses:Advertising
              
              
              174
              
              
              152Depreciation
      and amortization
              
              
              9,016
              
              
              11,178General
      and administrative
              
              
              46,073
              
              
              41,556Payroll
              
              
              64,383
              
              
              57,088Professional
      fees
              
              
              16,285
              
              
              12,470Rent
              
              
              34,119
              
              
              34,052Total
      operating expenses
              
              
              170,050
              
              
              156,496Income
      from operations before other income (expenses) and income
      taxes
              
              
              4,486
              
              
              15,062Other
      income (expense)Discount
      on note payoff
              
              
              469
              
              
              -Interest
      expense
              
              
              (1,981)
              
              
              (6,580)Loss
      on disposal of equipment
              
              
              (378)
              
              
              -Total
      other income (expense)
              
              
              (1,890)
              
              
              (6,580)Income
      taxes (note 2)
              
              
              -
              
              
              -Net
      income
              
              $
              2,596
              
              $
              8,482Net
      income per share
              
              $
              0.00
              
              $
              0.01Weighted
      average commonshares
      outstanding
              
              
              1,300,000
              
              
              1,300,000





See
accompanying notes to financial statements.













ULTRA
SUN CORP.


Statement
of Changes in Stockholders’ Equity


For
the Years Ended December 31, 2008 and 2007








Additional
              
              
              
              
              TotalCommon
      Stock
              
              Paid-in
              
              Retained
              
              Stockholders'Shares
              
              Amount
              
              Capital
              
              Deficit
              
              EquityBalance,
      December 31, 2006
              
              1,300,000
              
              $
              1,300
              
              $
              226,341
              
              $
              (189,697)
              
              $
              37,944Net
      income for the year endedDecember
      31, 2007
              
              -
              
              
              -
              
              
              -
              
              
              8,482
              
              
              8,482Balance,
      December 31, 2007
              
              1,300,000
              
              
              1,300
              
              
              226,341
              
              
              (181,215)
              
              
              46,426Net
      income for the year endedDecember
      31, 2008
              
              -
              
              
              -
              
              
              -
              
              
              2,596
              
              
              2,596Balance,
      December 31, 2008
              
              1,300,000
              
              $
              1,300
              
              $
              226,341
              
              $
              (178,619)
              
              $
              49,022





See
accompanying notes to financial statements.




ULTRA
SUN CORP.


Statements
of Cash Flows


For
the Years Ended December 31, 2008 and 2007








2008
                
                2007Operating
      ActivitiesNet
      income
                
                $
                2,596
                
                $
                8,482Adjustments
      to reconcile net income to net cashprovided
      by operating activities:Depreciation
      and amortization
                
                
                31,651
                
                
                33,813Loss
      on disposal of equipment
                
                
                378
                
                
                -Changes
      in operating assets and liabilities:(Increase)
      decrease in inventory
                
                
                (1,071)
                
                
                (492)(Increase)
      decrease in accounts receivable
                
                
                (302)
                
                
                870(Increase)
      decrease in prepaid expenses
                
                
                (2,000)
                
                
                -Increase
      (decrease) in accounts payableand
      accrued expenses
                
                
                (24,335)
                
                
                3,860Increase
      (decrease) in due to officer
                
                
                212
                
                
                -Increase
      (decrease) in accrued interest
                
                
                (16)
                
                
                44Increase
      (decrease) in deferred revenue
                
                
                5,763
                
                
                (77)Net
      cash provided by operating activities
                
                
                12,876
                
                
                46,500Financing
      ActivitiesPrincipal
      payments on notes payable
                
                
                (55,433)
                
                
                (56,409)Issuance
      of common stock for cash
                
                
                -
                
                
                -Cash
      borrowed from related parties
                
                
                10,000
                
                
                -Net
      cash used in financing activities
                
                
                (45,433)
                
                
                (56,409)Investing
      ActivitiesAcquisition
      of equipment and furniture
                
                
                (2,100)
                
                
                -Acquisition
      of tanning bed
                
                
                -
                
                
                (3,801)Net
      cash used in investing activities
                
                
                (2,100)
                
                
                (3,801)Net
      increase (decrease) in cash
                
                
                (34,657)
                
                
                (13,710)Cash
      at beginning of year
                
                
                42,725
                
                
                56,435Cash
      at end of year
                
                $
                8,068
                
                $
                42,725Supplemental disclosuresInterest
      paid in cash
                
                $
                1,997
                
                
                6,536





See
accompanying notes to financial statements.











ULTRA
SUN CORP.


Notes
to the Financial Statements


December
31, 2008 and 2007








NOTE
1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





Organization-Ultra Sun Corp. (the
Company) was incorporated under the laws of the state of Nevada on November 5,
2004.  On November 15, 2004 (Date of Acquisition) the Company acquired
the net assets, with a deemed fair value of ($5,118) on the date of acquisition,
and the existing business and trade name of Sahara Sun (a DBA of Neil Blosch,
the sole proprietor), for the purpose of continuing operations in the tanning
salon business (the Acquisition).  In connection with the Acquisition,
the Company also issued $5,000 in stock and $78,000 in notes payable, and
acquired a covenant-not-to-compete with a deemed fair value of
$88,118.  The Acquisition was accounted for using the purchase method
of accounting in accordance with Statement of Financial Accounting Standards
#141, “Business
Combinations.”





Cash and
Cash Equivalents-The Company considers all highly liquid debt instruments purchased with a
maturity of three months or less to be cash equivalents.  The Company
had $8,068 and $42,725 in cash and equivalents at December 31, 2008 and 2007,
respectively.





Inventory-Inventory consists of
tanning products, such as oils and bronzers, and is carried at the lower of cost
or market, using the first-in, first out method (FIFO) of determining
cost.





Fixed
Assets-Fixed
assets are stated at cost less accumulated depreciation.  Depreciation
is computed using the straight-line method based on estimated useful lives,
which range from 3 to 7 years.





Revenue
Recognition-The
Company recognizes revenue from product or tanning sales at the time the
purchase is made or services are rendered.  Gift certificates issued
are recognized as a liability at the time the gift certificates are
sold.  Revenue is recognized for these gift certificates when the
services are provided.





Estimates-The preparation of
financial statements in accordance with accounting principles generally accepted
in the United States of America requires management to make estimates and
assumptions that affect the carrying amounts of assets and liabilities, as well
as footnote disclosures included in the financial statements and accompanying
notes.  Actual results may differ from those estimates and such
differences may be material to the financial statements.  Significant
estimates that may change significantly in the near future include allowances
for bad debts and reserves for inventory obsolescence.





Advertising
Costs-The
Company generally expenses advertising costs as incurred.  Advertising
expenses totaled $174 and $152 for the years ended December 31, 2008 and 2007,
respectively.





Earnings
Per Share – Basic net income (loss) per share is calculated based on the
weighted average number of common shares outstanding during the
period.  Diluted net income (loss) per share incorporates the dilutive
effect of common stock equivalent options, warrants and other convertible
securities, if any, as determined in accordance with the treasury-stock
accounting method.





Recently
Issued Accounting Pronouncements – In February 2007, the FASB issued SFAS
No. 159, The Fair Value Option for Financial Assets and Financial Liabilities,
including an amendment of FASB Statement No. 115.  This pronouncement
permits entities to choose to measure many financial instruments and certain
other items at fair value that are not currently required to be measured at fair
value.  The adoption of SFAS 159 has not materially affected the
Company’s reported income, financial condition, or cash flows.













ULTRA
SUN CORP.


Notes
to the Financial Statements


December
31, 2008 and 2007








NOTE
1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)





Recently
Issued Accounting Pronouncements (Continued) – In December 2007, the FASB
issued SFAS No. 141R “Business Combinations” (“SFAS No. 141R”).  SFAS
No. 141R amends SFAS 141 and provides revised guidance for recognizing and
measuring identifiable assets and goodwill acquired, liabilities assumed, and
any non-controlling interest in the acquiree.  It also provides
disclosure requirements to enable users of the financial statements to evaluate
the nature and financial effects of the business combination.  It is
effective for fiscal years beginning on or after December 15, 2008 and will be
applied prospectively.  We are currently evaluating the impact of
adopting SFAS No. 141R on our financial statements, but don’t expect it to have
a material impact.





In
December 2007, the FASB issued SFAS No. 160, “Non-controlling Interests in
Consolidated Financial Statements – an amendment of ARB No. 51” (“SFAS No.
160”).  SFAS No. 160 requires that ownership interests in subsidiaries
held by parties other than the parent, and the amount of consolidated net
income, be clearly identified, labeled, and presented in the consolidated
financial statements.  It is effective for financial statements issued
for fiscal years beginning on or after December 15, 2008 and requires
retroactive adoption of the presentation and disclosure requirements for
existing minority interests.  All other requirements shall be applied
prospectively.  We are currently evaluating the impact of adopting
SFAS No. 160 on our financial statements, but don’t expect it to have a material
impact.





In March
2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments
and Hedging Activities” (an amendment to SFAS No. 133).  This
statement is effective for financial statements issued for fiscal years and
interim periods beginning after November 15, 2008 and requires enhanced
disclosures with respect to derivative and hedging activities.  We are
currently evaluating the impact of adopting SFAS No. 161 on our financial
statements, but don’t expect it to have a material impact.





In May
2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted
Accounting Principles”.  This statement identifies the sources of
accounting principles and the framework for selecting the principles to be used
in the preparation of financial statements of nongovernmental entities that are
presented in conformity with generally accepted accounting principles (GAAP) in
the United States (the GAAP hierarchy).  This statement is effective
60 days following the SEC’s approval of the Public Company Accounting Oversight
Board amendments to AU Section 411, “the Meaning of Present Fairly in Conformity
With Generally Accepted Accounting Principles.”  We are currently
evaluating the impact of adopting SFAS No. 162 on our financial statements, but
don’t expect it to have a material impact.





In May
2008, the FASB issued SFAS No. 163, “Accounting for Finance Guarantee Insurance
Contracts – An Interpretation of FASB Statement No 60”.  The premium
revenue recognition approach for a financial guarantee insurance contract links
premium revenue recognition to the amount of insurance protection and the period
in which it is provided.  For purposes of this statement, the amount
of insurance protection provided is assumed to be a function of the insured
principal amount outstanding, since the premium received requires the insurance
enterprise to stand ready to protect holders of an insured financial obligation
from loss due to default over the period of the insured financial
obligation.  This statement is effective for financial statements
issued for fiscal years beginning after December 15, 2008.  We are
currently evaluating the impact of adopting SFAS No. 163 on our financial
statements, but don’t expect it to have a material impact.














ULTRA
SUN CORP.


Notes
to the Financial Statements


December
31, 2008 and 2007








NOTE
2 – INCOME TAXES





From
November 5, 2004, date of inception, through May 31, 2006, the Company operated
under Subchapter S and cumulative losses of $163,076 were passed through to the
Company’s stockholders.  Effective June 1, 2006, the Company converted
to a “C” corporation.  The Company had a federal net operating loss
carryforward of $15,543 for the period June 1, 2006 through December 31, 2008
which begins to expire in 2026.  The tax benefit of this net operating
loss, based on an effective tax rate of 35% for federal and 5% for state, is
approximately $6,217 and has been offset by a full valuation allowance, after
taking into account other deferred tax assets arising from differences in
depreciation and amortization.





The
Company recognizes the tax effects of transactions in the year in which such
transactions enter into the determination of net income, regardless of when
reported for tax purposes. Deferred taxes are provided in the financial
statements under SFAS 109, “Accounting for Income
Taxes”, to give effect
to the resulting temporary differences which may arise from differences in the
bases of fixed assets, depreciation methods, allowances, and start-up costs
based on the income taxes expected to be payable in future years.





The
components of the provision for income taxes at December 31, 2008 and 2007 are
as follows:





2008
              
              2007Current
      - Federal
              $
              -
              
              $
              -Current
      - State
              
              -
              
              
              -Income
      Tax Provision
              $
              -
              
              $
              -





A
reconciliation of the income tax provision for the Company to the amount
expected using the U.S. Federal statutory rate follows:


2008
                      
                      2007Expected
      amount using:U.S.
      Federal statutory rate
                      $
                      909
                      
                      $
                      2,969Utah
      statutory rate
                      
                      130
                      
                      
                      424Use
      of loss carryforwards
                      
                      (1,039)
                      
                      
                      (3,393)$
                      -
                      
                      $
                      -





Deferred
tax assets (liabilities) consisted of the following at December 31, 2008 and
2007:





2008
                      
                      2007Net
      operating loss carryforwards
                      $
                      6,217
                      
                      $
                      7,256Deferred
      tax liability
                      
                      -
                      
                      
                      -6,217
                      
                      
                      7,256Valuation
      allowance
                      
                      (6,217)
                      
                      
                      (7,256)$
                      -
                      
                      $
                      -





The
valuation allowance was reduced by $1,039 and $3,393 for the years ended
December 31, 2008 and 2007, respectively.













ULTRA
SUN CORP.


Notes
to the Financial Statements


December
31, 2008 and 2007








NOTE
3 – COMMON STOCK TRANSACTIONS





On the
Date of Acquisition, the Company issued 100,000 common shares to the sole
proprietor of Sahara Sun in connection with the Acquisition at $0.05 per share
for total value of $5,000.





On
November 22, 2004, the Company issued 600,000 common shares to its officers for
$0.05 per share for $30,000 in cash.





On
February 28, 2006, the Company accepted the surrender of 200,000 common shares
from its three officers.  The 200,000 shares were canceled and
returned to the status of authorized but not issued.





On June
13, 2006, the Company closed an offering for the sale of 800,000 of its
authorized but previously unissued common stock at $0.25 per
share.  The shares were issued under Nevada securities laws through an
offering believed to be exempt from registration under federal law pursuant to
section 3(b) of the Securities Act of 1933, as amended, Regulation D, Rule
504.  The gross proceeds of the offering were $200,000.  The
officers of the Company acted as sales agents and no commissions were incurred
by the Company.  A total of $7,359 in expenses directly related to the
offering has been offset against addition paid-in capital.





No
preferred stock has been issued since inception.





NOTE
4 – NOTES PAYABLE (Non-related Party)





December
      31,2008
              
              2007Note
      payable, Wells Fargo Equipment Finance, Inc., interest at 6.64%, payable
      monthly at $3,926 for the period of January 1, 2004 through December 31,
      2008, the final date.
              
              $
              -
              
              $
              45,903Note
      payable, Zion’s First National Bank, interest at 4.0% over the Prime Rate
      published in the Wall Street Journal.  Initially a revolving
      note requiring monthly interest only payments, the note converted to a
      4-year, fully amortizing loan effective August 16, 2007
              
              
              -
              
              
              9,530Total
      long-term obligations
              
              
              -
              
              
              55,433Less
      current portion
              
              
              -
              
              
              (48,283)Total
      long-term portion
              
              $
              -
              
              $
              7,150





NOTE
5 – RELATED PARTY TRANSACTIONS





On
December 17, 2008, a stockholder advanced funds to the Company to pay operating
expenses.  The Company executed a promissory note for the principal
amount of $10,000.  The note calls for simple interest at the rate of
eight percent per annum.  The entire principal together with interest
is due on or before March 18, 2009.  Any installments on principal and
interest not paid when due shall, at the option of the note holder, bear
interest thereafter at the rate of twelve percent per annum until
paid.  Interest expense for the years ended December 31, 2008 and 2007
was $28 and $ - 0 -, respectively.












ULTRA
SUN CORP.


Notes
to the Financial Statements


December
31, 2008 and 2007








NOTE
5 – RELATED PARTY TRANSACTIONS (Continued)





During
2008 an officer of the Company used his personal credit card to pay certain
operating expenses.  A total of $212 had been advanced on behalf of
the Company at December 31, 2008.  The loan is non-interest bearing
and is due on demand.





NOTE
6 - COMMITTMENTS AND CONTINGENCIES





The
Company has a non-cancelable operating lease for its facilities.  The
lease agreement requires a monthly payment ranging from approximately $2,844 to
$3,201 and expires in September 2013.  As of November 30, 2004, the
Company was in default of the lease agreement.  The lessor temporarily
reduced the monthly payment for the months November 2004 through November 2005
to $2,000 and agreed to defer the remainder of the monthly payments totaling
$7,870 that would have been due during this period of time.




The
Company exercised its option to renew the lease for an additional 5-year period
on September 12, 2008.  The portion of the lease payments deferred,
which had been included in accounts payable and accrued expenses, was forgiven
upon renewal of the lease.  The forgiven amount of $7,870 has been
deferred as income and is being amortized over the five year lease at a rate of
$131.17 per month.  The Company has the option to renew the lease for
one additional 5-year term at monthly payments beginning at $3,297 and adjusted
annually for inflation.  The Company is responsible for all expenses
connected with the building including improvements, utilities, taxes, and
repairs.  Total rent expense for the years ended December 31, 2008 and
2007 was $34,644 and $34,052, respectively.




Future
minimum lease payments for the operating lease for the facility are as
follows:




Year2009
              
              $
              34,3812010
              
              
              35,4122011
              
              
              36,4752012
              
              
              37,5692013
              
              
              28,806Total
              
              $
              172,643





NOTE
7 – GOING CONCERN CONSIDERATIONS





The
accompanying financial statements have been prepared in conformity with
accounting principles generally accepted in the United States of America, which
contemplate continuation of the Company as a going concern.  The
Company has incurred significant cumulative net losses since
inception.  As reported in the financial statements, the Company has
an accumulated deficit of $171,274.  At December 31, 2008 the Company
had total assets of $80,837 and liabilities totaling $24,470.








The
ability of the Company to continue as a going concern is dependent on its
ability to adequate capital to fund operating losses until it is able to engage
in profitable business operations.  To the extent financing is not
available, the Company may not be able to, or may be delayed in, developing its
services and meeting its obligations.  The Company will continue to
evaluate its projected expenditures relative to its available cash and to
evaluate additional means of financing in order to satisfy its working capital
and other cash requirements.  The accompanying financial statements do
not reflect any adjustments that might result from the outcome of these
uncertainties.












ULTRA
SUN CORP.


Notes
to the Financial Statements


December
31, 2008 and 2007








NOTE
8 – SUBSEQUENT EVENTS





On
January 14, 2009 a stockholder advanced funds to the Company to pay operating
expenses.   The Company executed a promissory note for the
principal amount of $10,000.  The note calls for simple interest at
the rate of eight percent per annum.  The entire principal together
with interest is due and payable on or before April 14, 2009.  Any
installments on principal and interest not paid when due shall, at the option of
the note holder, bear interest thereafter at the rate of twelve percent per
annum until paid.





On
January 14, 2009 an officer advanced funds to the Company to pay operating
expenses.  The Company executed a promissory note for the principal
amount of $2,000.  The note calls for simple interest at the rate of
eight percent per annum.  The entire principal together with interest
is due and payable on or before April 14, 2009.  Any installments on
principal and interest not paid when due shall, at the option of the note
holder, bear interest thereafter at the rate of twelve percent per annum until
paid.