UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-Q








[X]
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934





For the
quarterly period ended March 31, 2009








[   ]
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT





For the
transition period from __________ to __________





Commission
File Number 000-53571





Ultra Sun
Corp.


(Exact
name of registrant as specified in its charter)





Utah                                                                                                         
                               20-1898270


(State or
other jurisdiction
of                                                                                                (IRS
Employer Identification No.)


incorporation
or organization)





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


(Address
of principal executive
offices)                                                                                                           
(Zip Code)





(801)
573-6982


(Registrant’s
telephone number, including area code)





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 whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).  The registrant has not been
phased into the Interactive Data reporting system. Yes
[  ]  No  [  ]





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]





Indicate
the number of shares outstanding of each of the issuer’s classes of common
equity, as of the latest practicable date.


1,300,000 shares of no par
value common stock on May 11, 2009






1






Part
I - FINANCIAL INFORMATION





Item
1. Financial Statements


Ultra
Sun Corp.


CONDENSED
FINANCIAL STATEMENTS


(UNAUDITED)


March 31,
2009





The
financial statements included herein have been prepared by the Company, without
audit, pursuant to the rules and regulations of the Securities and Exchange
Commission.  Certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted.  However, in the
opinion of management, all adjustments (which include only normal recurring
accruals) necessary to present fairly the financial position and results of
operations for the periods presented have been made.  These financial
statements should be read in conjunction with the accompanying notes, and with
the historical financial information of the Company.








2







Ultra
      Sun Corp.Balance
      SheetsMarch
      31,
              
              December
      31,2009
              
              2008(Unaudited)ASSETSCurrent
      assets:Cash
              $         24,975
              
              $            8,068Accounts
      receivable
              533
              
              302Inventory
              1,868
              
              1,868Prepaid
      expenses
              2,000
              
              2,000Total
      current assets
              29,376
              
              12,238Fixed
      assets:Furniture
      and equipment
              10,619
              
              10,619Tanning
      beds
              158,446
              
              158,446Leasehold
      improvements
              36,365
              
              36,365Total
      fixed assets
              205,430
              
              205,430Less
      accumulated depreciation
              (145,675)
              
              (139,559)Net
      fixed assets
              59,755
              
              65,871Other
      assetsDeposits
              2,728
              
              2,728Total
      assets
              $         91,859
              
              $          80,837LIABILITIES
      AND STOCKHOLDERS' EQUITYLiabilitiesCurrent
      liabilities:Accounts
      payable and accrued expenses
              $           9,491
              
              $          14,230Due
      to officer (note 5)
              212
              
              212Deferred
      revenue
              1,574
              
              1,574Note
      payable - related party - current portion (note 5)
              22,000
              
              10,000Accrued
      interest - notes payable
              443
              
              28Total
      current liabilities
              33,720
              
              26,044Long-term
      liabilitiesDeferred
      revenue - long-term portion
              5,378
              
              5,771Total
      long-term liabilities
              5,378
              
              5,771Total
      liabilities
              39,098
              
              31,815Stockholders'
      equity (note 4)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
      earnings
              (174,880)
              
              (178,619)Total
      stockholders' equity
              52,761
              
              49,022Total
      liabilities and stockholders' equity
              $         91,859
              
              $          80,837









3









Ultra
      Sun Corp.Statements
      of Operations(Unaudited)For
      the Three Months EndedMarch
      31,2009
              
              2008RevenueTanning
      and product sales
              
              $                      57,332
              
              $                 69,870Cost
      of goods sold
              
              (12,574)
              
              (18,229)Gross
      profit
              
              44,758
              
              51,641Operating
      Expenses:Depreciation
      and amortization
              
              458
              
              522General
      and administrative
              
              9,412
              
              8,849Payroll
              
              20,053
              
              16,582Professional
      fees
              
              1,125
              
              1,210Rent
              
              9,556
              
              8,704Total
      operating expenses
              
              40,604
              
              35,867Income
      from operations
              
              4,154
              
              15,774Other
      income (expense)Interest
      expense
              
              (415)
              
              (940)Net
      income
              
              $                        3,739
              
              $                 14,834Net
      income per share
              
              $                          0.00
              
              $                      0.01Weighted
      average commonshares
      outstanding
              
              1,300,000
              
              1,300,000











4







Ultra Sun Corp.Statements
      of Cash Flows(Unaudited)For
      the Three Months EndedMarch
      31,2009
              
              2008Operating
      ActivitiesNet
      income
              $            3,739
              
              $          14,834Adjustments
      to reconcile net income to net cashprovided
      by operating activities:Depreciation
      and amortization
              6,116
              
              8,463Changes
      in operating assets and liabilities:(Increase)
      decrease in inventory
              -
              
              (680)(Increase)
      decrease in accounts receivable
              (231)
              
              -(Increase)
      decrease in prepaid expenses
              -
              
              (3,500)Increase
      (decrease) in accounts payableand
      accrued expenses
              (4,739)
              
              (14,320)Increase
      (decrease) in accrued interest
              415
              
              928Increase
      (decrease) in deferred revenue
              (393)
              
              -Net
      cash provided by operating activities
              4,907
              
              5,725Financing
      ActivitiesPrincipal
      payments on notes payable
              -
              
              (11,615)Cash
      borrowed from related parties
              12,000
              
              -Net
      cash provided by financing activities
              12,000
              
              (11,615)Investing
      ActivitiesAcquisition
      of furniture, fixtures & equipment
              -
              
              (812)Net
      cash used in investing activities
              -
              
              (812)Net
      increase (decrease) in cash
              16,907
              
              (6,702)Cash
      at beginning of period
              8,068
              
              42,725Cash
      at end of period
              $          24,975
              
              $          36,023Supplemental disclosuresInterest
      paid in cash
              $                   -
              
              $               952








5







ULTRA
SUN CORP.


NOTES
TO UNAUDITED CONDENSED FINANCIAL STATEMENTS


FOR
THE THREE MONTHS ENDED MARCH 31, 2009 AND 2008





NOTE   1
– CONDENSED INTERIM FINANCIAL STATEMENTS





The
accompanying unaudited condensed financial statements include the accounts of
Ultra Sun Corp.  These statements are condensed and, therefore, do not
include all disclosures normally required by accounting principles generally
accepted in the United States of America.  These statements should be
read in conjunction with the Company’s most recent annual financial statements
for the year ended December 31, 2008.  In particular, the Company’s
significant accounting policies were presented as Note 1 to the financial
statements in that report.  In the opinion of management, all
adjustments necessary for a fair presentation have been included in the
accompanying condensed financial statements and consist of only normal recurring
adjustments.  The results of operations presented in the accompanying
condensed financial statements for the period ended March 31, 2009 are not
necessarily indicative of the operating results that may be expected for the
full year ending December 31, 2009.





NOTE   2
– SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





Organization - The
Company was organized under the laws of the State of Nevada on November 5, 2004
and has elected a fiscal year end of December 31.  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, which has been
fully amortized.  The Acquisition was accounted for using the purchase
method of accounting in accordance with Statement of Financial Accounting
Standard #141, “Business
Combinations”.





Net Earnings Per
      Share - The computation of net income (loss) per share of common
      stock is based on the weighted average number of shares outstanding during
      the periods presented.





Income Taxes – From
November 4, 2004, date of inception, through May 31, 2006, the Company operated
as a Subchapter S Corporation for tax purposes 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 rate of 35% for
federal and 5% for state, was 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.






6




ULTRA
SUN CORP.


NOTES
TO UNAUDITED CONDENSED FINANCIAL STATEMENTS (Continued)


FOR
THE THREE MONTHS ENDED MARCH 31, 2009 AND 2008





NOTE   2
– SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)





Income Taxes
(Continued) – For the three-month period ended March 31, 2009, the Company
recorded net income before income taxes of $3,739.  There are no
deferred income taxes resulting from income and expense items being reported for
financial accounting and tax reporting purposes in different
periods.  Deferred income tax assets arising from net operating losses
have been fully offset by valuation allowances, in accordance with SFAS No. 109
“Accounting for Income
Taxes” due to the uncertainty of their realization.





Cash and Cash
Equivalents - For purposes of the statement of cash flows, the Company
considers all highly liquid debt instruments purchased with a maturity of three
months or less to be cash equivalents.  During the periods ending
March 31, 2009 and 2008, the Company did not have non-cash investing
activities.





Use of 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 and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period.  Actual results could differ from those
estimates and such differences may be material to the financial
statements.





Inventory - Inventory
consists of tanning products such as oils and bronzers and candles purchased for
resale and are stated at the lower of cost determined by the first-in first-out
(FIFO) method or market.  Inventory cost includes those costs directly
attributable to the product before sale.





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 revenues at the time the gift certificates are
sold.





Recent Accounting
Pronouncements


In
December 2007, the FASB issued SFAS No. 141 (revised 2007), BUSINESS
COMBINATIONS. This revision to SFAS No. 141 requires an acquirer to recognize
the assets acquired, the liabilities assumed, and any non-controlling interest
in the acquiree at the acquisition date, at their fair values as of the
acquisition date, with limited exceptions. This revision also requires that
acquisition-related costs be recognized separately from the assets acquired and
that expected restructuring costs be recognized as if they were a liability
assumed at the acquisition date and recognized separately from the business
combination. In addition, this revision requires that if a business combination
is achieved in stages, that the identifiable assets and liabilities, as well as
the non-controlling interest in the acquiree, be recognized at the full amounts
of their fair values.






7




ULTRA
SUN CORP.


NOTES
TO UNAUDITED CONDENSED FINANCIAL STATEMENTS (Continued)


FOR
THE THREE MONTHS ENDED MARCH 31, 2009 AND 2008





NOTE   2
– SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)





Recent Accounting
Pronouncements (Continued)


In
December 2007, the FASB issued SFAS No. 160, NONCONTROLLING INTERESTS IN
CONSOLIDATED FINANCIAL STATEMENTS, an amendment of ARB No. 51.
The objective of this statement is to improve the relevance, comparability, and
transparency of the financial statements by establishing accounting and
reporting standards for the Noncontrolling interest in a subsidiary and for the
deconsolidation of a subsidiary. The Company believes that this statement will
not have any impact on its financial statements, unless it deconsolidates a
subsidiary.





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. The Company will
comply with the disclosure requirements of this statement if it utilizes
derivative instruments or engages in hedging activities upon its
effectiveness.





In
April 2008, the FASB issued FASB Staff Position No. 142-3,
DETERMINATION OF THE USEFUL LIFE OF INTANGIBLE ASSETS (“FSP No. 142-3”) to
improve the consistency between the useful life of a recognized intangible asset
(under SFAS No. 142) and the period of expected cash flows used to measure
the fair value of the intangible asset (under SFAS No. 141(R)). FSP
No. 142-3 amends the factors to be considered when developing renewal or
extension assumptions that are used to estimate an intangible asset’s useful
life under SFAS No. 142. The guidance in the new staff position is to be
applied prospectively to intangible assets acquired after December 31,
2008. In addition, FSP No. 142-3 increases the disclosure requirements
related to renewal or extension assumptions. The Company does not believe
implementation of FSP No. 142-3 will have a material impact on its financial
statements.





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”.





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.






8




ULTRA
SUN CORP.


NOTES
TO UNAUDITED CONDENSED FINANCIAL STATEMENTS (Continued)


FOR
THE THREE MONTHS ENDED MARCH 31, 2009 AND 2008





NOTE   2
– SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)





Recent Accounting
Pronouncements (Continued)


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.





In
June 2008, the FASB issued FASB Staff Position Emerging Issues Task
Force (EITF) No. 03-6-1, DETERMINING WHETHER INSTRUMENTS GRANTED IN
SHARE-BASED PAYMENT TRANSACTIONS ARE PARTICIPATING SECURITIES (“FSP EITF No.
03-6-1”).  Under FSP EITF No. 03-6-1, unvested share-based payment
awards that contain rights to receive nonforfeitable dividends (whether paid or
unpaid) are participating securities, and should be included in the two-class
method of computing EPS. FSP EITF No. 03-6-1 is effective for fiscal years
beginning after December 15, 2008, and interim periods within those years,
and is not expected to have a significant impact on the Company’s financial
statements.





In
November 2008, the Emerging Issues Task Force (“EITF”) issued Issue
No. 08-7, ACCOUNTING FOR DEFENSIVE INTANGIBLE ASSETS (“EITF 08-7”). EITF
08-7 applies to all acquired intangible assets in which the acquirer does not
intend to actively use the asset but intends to hold (lock up) the asset to
prevent its competitors from obtaining access to the asset (a defensive asset),
assets that the acquirer will never actually use, as well as assets that will be
used by the acquirer during a transition period when the intention of the
acquirer is to discontinue the use of those assets. EITF 08-7 is effective as of
January 1, 2009. The Company does not expect the adoption of EITF 08-7 to
have a material impact on its financial statements.





On
January 12, 2009, the FASB issued a final Staff Position ("FSP") amending the
impairment guidance in EITF Issue No. 99-20, Recognition of Interest Income and
Impairment on Purchased Beneficial Interests and Beneficial Interests That
Continue to Be Held by a Transferor in Securitized Financial Assets to achieve
more consistent determination of whether an other-than-temporary impairment has
occurred. This FSP does not have an impact on the Company at the present
time.





On April
1, 2009 the FASB issued FSP FAS 141(R)-1 that amends and clarifies FASB No. 141
(revised 2007), Business Combinations, to address application issues on initial
recognition and measurement, subsequent measurement and accounting, and
disclosures of assets and liabilities arising from contingencies in a business
combination.





On April
9, 2009 the FASB issued three FSPs intended to provide additional application
guidance and enhance disclosures regarding fair value measurements and
impairments of securities. FSP FAS






9






ULTRA
SUN CORP.


NOTES
TO UNAUDITED CONDENSED FINANCIAL STATEMENTS (Continued)


FOR
THE THREE MONTHS ENDED MARCH 31, 2009 AND 2008





NOTE   2
– SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)





Recent Accounting
Pronouncements (Continued)


157-4,
Determining Fair Value When the Volume and Level of Activity for the Asset or
Liability Have Significantly Decreased and Identifying Transactions That Are Not
Orderly, provides guidelines for making fair value measurements more consistent
with the principles presented in FASB Statement No. 157, Fair Value
Measurements. FSP FAS 107-1 and APB 28-1, Interim Disclosures about Fair Value
of Financial Instruments, enhances consistency in financial reporting by
increasing the frequency of fair value disclosures. FSP FAS 115-2 and FAS 124-2,
Recognition and Presentation of Other-Than-Temporary Impairments, provides
additional guidance designed to create greater clarity and consistency in
accounting for and presenting impairment losses on securities. These FSPs do not
have an impact on the Company at the present time.





NOTE   3
– COMMON STOCK TRANSACTIONS





On the
Date of Acquisition, the Company issued 100,000 common shares to its President
in connection with the Acquisition at $0.05 per share for a 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 and cancellation of
200,000 common shares from its officers.





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 was offset against capital paid in excess of par value.





No
preferred stock has been issued since inception.






10









ULTRA
SUN CORP.


NOTES
TO UNAUDITED CONDENSED FINANCIAL STATEMENTS (Continued)


FOR
THE THREE MONTHS ENDED MARCH 31, 2009 AND 2008





NOTE
4 – RELATED PARTY TRANSACTIONS





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 upon demand.





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.  On March 18, 2009 the stockholder exercised
his option to extend the note, including accrued interest, for an additional
ninety days, at the simple interest rate of twelve percent per
annum.  The entire principal together with interest is due and payable
on or before June 18, 2009.





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.





Both the
stockholder advance of $10,000 and the officer advance of $2,000 have had their
due dates extended by three months and are now due and payable on July 14,
2009.





Interest
expense for the three-months ended March 31, 2009 was $415 and $0,
respectively.






11








ULTRA
SUN CORP.


NOTES
TO UNAUDITED CONDENSED FINANCIAL STATEMENTS (Continued)


FOR
THE THREE MONTHS ENDED MARCH 31, 2009 AND 2008





NOTE   5
– COMMITMENTS 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 on the lease agreement.  The lessor temporarily
reduced the monthly payment for the months of November 2004 through October 2005
to $2,000 and deferred 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 three-month periods ended March
31, 2009 and 2008 was $9,556 and $8,704, respectively.





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





Payments
Due During the Year


Ended December
31,


2009                                               $  25,850


2010                                               $  35,412


2011                                               $  36,475


2012                                               $  37,569


2013                                               $  28,806


Total                                               $164,112











12





Item
2. 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 unaudited Condensed 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 quarter ended March 31,
2009.





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).  There was no stock-based compensation during the period ended
March 31, 2009 and the year ended December 31, 2008.






13







·
            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.






14







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





March 31, 2009 and
2008





For the
quarter ended March 31, 2009 and 2008, we had revenues of $57,332 and $69,870,
respectively with net income of $3,739 and $14,834, 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 quarter ended
March 31, 2009, remained similar to the quarter ended March 31,
2008.  Operating expenses increased by only $2,455 for the quarter
ended March 31, 2009 compared to March 31, 2008 with operating expenses of
$40,604 for March 31, 2009.   General and administrative expense
increased to $9,412 from $8,849 for the quarter ended March 31, 2009 versus
March 31, 2008.  We believe expense will remain in these ranges going
forward and should be similar for additional salons. Our depreciation expense
decreased to $458 from $2,804 for March 31, 2009 versus March 31,
2008.





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 quarter ended March 31, 2009, we spent no funds on
advertising.  We believe even a slight increase in marketing should
increase revenues.   As with most businesses we have seen a
slight decrease in revenues as the recession continued to worsen.  We
believe this trend will continue at least through summer but will hopefully ease
as we move more into the fall and winter months.  We are hopeful with
our current cost structure that we will not have significant losses during the
ongoing challenging economic times.





Our cost
of goods sold related to our revenue is approximately 22% to 23% for the quarter
ended March 31, 2009 and 2008.  For the quarter ended March 31, 2009,
our cost of goods sold was $12,574 compared to revenues of $57,332 resulting in
a gross profit of $44,758.  For the quarter ended March 31, 2008, our
cost of goods sold was $15,947 compared to revenues of $69,870 resulting in a
gross profit of $53,923.  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.








15





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
March 31, 2009, we had a working capital deficit of $4,344 compared to a working
capital deficit of $13,806 for December 31, 2008.  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 willingness to fund any
unanticipated short-falls 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 short-falls.  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
3.  Quantitative and Qualitative Disclosures About Market
Risk.





NA-Smaller
Reporting Company





Item
4T.  Controls and Procedures.





Evaluation
of Disclosure Controls and Procedures





Our
management 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 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.




16


Management’s
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 evaluated the effectiveness of our internal control over financial
reporting as of March 31, 2009.  Based on this evaluation, our management
concluded that, as of March 31, 2009, our internal control over financial
reporting was effective.  However, with the limitations on the ability
to provide segregation of duties, our management is actively seeking to add
additional management personnel to provide segregation of
duties.





Changes
in internal control over financial reporting





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





PART
II - OTHER INFORMATION





ITEM
1.  Legal Proceedings





None





ITEM
2.  Unregistered Sales of Equity Securities and Use of
Proceeds





Recent Sales of Unregistered
Securities





We have
not sold for cash any restricted securities during the three months ended March
31, 2009.





Use
of Proceeds of Registered Securities





None; not
applicable.





Purchases
of Equity Securities by Us and Affiliated Purchasers





During
the three months ended March 31, 2009, we have not purchased any equity
securities nor have any officers or directors of the Company.





ITEM
3.  Defaults Upon Senior Securities





We are
not aware of any defaults upon senior securities.





ITEM
4.  Submission of Matters to a Vote of Security Holders





No
matters were submitted to a vote of security holders during the quarter ended
March 31, 2009.





ITEM
5.  Other Information.





None








17





ITEM
6.  Exhibits





(a)     Exhibits.





Item
4                      Exhibit
No.                                Instruments Defining the
Rights of SecurityHoldersLocation





31.01                                31                           CEO
certification Pursuant


to
18 USC Section 1350, as


adopted
pursuant to Section 302


of
Sarbanes-Oxley Act of
2002                                               This
Filing





31.02                                31                           CFO
certification Pursuant


to 18 USC Section 1350,
as


adopted
pursuant to Section 302


of
Sarbanes-Oxley Act of
2002                                               This
Filing





32.01                                32                           CEO
Certification pursuant to


section
906                                                                                          This
Filing





32.02                                32                           CFO
Certification pursuant to


Section
906                                                                                This
Filing







18





SIGNATURES





Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.








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