Cannabis Sativa, Inc. - Annual Report: 2012 (Form 10-K)

ultrasun10k03282013.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(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, 2012

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

For the transition period from ________ to __________

Commission File Number: 000-53571

Ultra Sun Corp.

(Exact name of registrant as specified in charter)

Nevada	20-1898270
State or other jurisdiction of 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:

None

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 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).

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. [X]

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: As of June 30, 2012, 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 was $395,472.

As of March 27, 2013, the Registrant had 1,325,000 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

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 Nevada on 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 as 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 by 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 have 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 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.

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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 are not deemed luxury items.

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 a 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. However, as part of the new health care bill passed and signed into law on March 23, 2010, there is a provision that will add a 10% tax to all tanning salon sales. We believe the additional tax will have a negative effect on our business by increasing the costs of tanning salons. We do believe regulations may be increasing particularly as to customers under 18 as more states and the federal government seek to regulate tanning as something perceived as dangerous to the skin.

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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 manufacturers 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 $18.75 a square foot in year one of the lease to $21.10 a square foot in year five of the lease with monthly rental ranging from $2,844 to $3,201 over five years. The facilities can be re-leased for one consecutive five-year lease term with three percent rent increases each year over the extension terms. The current lease expires on September 30, 2013.

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 go. 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 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.

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Employees

As of March 20, 2013, we had 6 part-time employees.

ITEM 1A. RISK FACTORS

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 its 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 lost money in our last completed fiscal year bringing into question our ability to stay in business.

We lost money in our last completed fiscal year with net loss of $44,109. 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. 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.

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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 with whom we compete 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 against which we would compete. Additionally, if we are forced to compete with another salon, the main source of competition in the industry is in price. 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. 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 costs would increase.

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 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 six months 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.

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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 1,325,000 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.

ITEM 1B. UNRESOLVED STAFF COMMENTS.

Not Applicable. The Company is a “smaller reporting company.”

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, UT 84045. The facilities are 1,820 square feet in size and have an annual lease rate ranging from $18.75 a square foot in year one of the lease to $21.10 a square foot in year five of the lease with monthly rental ranging from $2,844 to $3,201 over five years. The facilities can be re-leased for one consecutive five year lease term with three percent rent increases each year over the extension terms. The current lease expires on September 30, 2013.

ITEM 3. LEGAL PROCEEDINGS

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not Applicable.

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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 quoted on the OTC Bulletin Board under the symbol “USUN.” Ultra Sun’s common stock has only been quoted on the OTC Bulletin Board since March 2010 and few shares have been traded. As of March 27, 2012, the bid and ask price of the shares of common stock were $0.51 and $1.01, respectively. However, there is no active trading market for the Company's stock and there can be no assurance that an active or liquid trading market for the Company's stock will develop in the future.

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 27, 2013, we had approximately 55 holders of record. As of December 31, 2012 and March 27, 2013, Ultra Sun had 1,325,000 shares of our common stock issued and outstanding.

Quarter Ended	High Bid	Low Bid
March 31, 2011	$1.25	$0.75
June 30, 2011	$0.75	$0.75
September 30, 2011	$0.75	$0.75
December 31, 2011	$0.75	$0.75
March 31, 2012	$0.51	$0.51
June 30, 2012	$0.51	$0.51
September 30, 2012	$0.51	$0.51
December 31, 2012	$0.51	$0.84

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. Except for the 25,000 shares issued in July 2012, all of Ultra Sun’s issued 1,325,000 shares have been outstanding for several years with the majority of the shares issued in 2005 and 2006. Accordingly, 1,300,000 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

On July 20, 2012, the Company issued 25,000 shares of its common stock at fair market value for services rendered, resulting in an expense of $12,750.

Special Sales Practice Requirements with Regard to “Penny Stocks”

To protect investors from patterns of fraud and abuse that have occurred in the market for low priced securities commonly referred to as “penny stocks,” the SEC has adopted regulations that generally define a “penny stock” to be any equity security having a market price (as defined) less than $5.00 per share, or an exercise price of less than $5.00 per share, subject to certain exceptions. Since the price of our stock is well below $5.00 per share, our stock is subject to the “penny stock” regulations. As a result, broker-dealers selling our common stock are subject to additional sales practices when they sell our stock to persons other than established clients and “accredited investors.” For transactions covered by these rules, before the transaction is executed, the broker-dealer must make a special customer suitability determination, receive the purchaser’s written consent to the transaction and deliver a risk disclosure document relating to the penny stock market. The broker-dealer must also disclose the commission payable to both the broker-dealer and the registered representative taking the order, current quotations for the securities and, if applicable, the fact that the broker-dealer is the sole market maker and the broker-dealer’s

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presumed control over the market. Monthly statements must be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks. Such “penny stock” rules may restrict trading in our common stock and may deter broker-dealers from effecting transactions in our common stock.

Equity Compensation Plans

The Company does not have in effect any compensation plans under which equity securities of the Company are authorized for issuance and the Company does not have any outstanding stock options.

Transfer Agent

Colonial Stock Transfer, 66 Exchange Place, Salt Lake City, Utah 84111, telephone (801) 355-5740, serves as the transfer agent and registrar for our common stock.

ITEM 6. SELECTED FINANCIAL DATA

Not Applicable. The Company is a “smaller reporting company.”

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, 2012.

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.

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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.

We account for income taxes in accordance with ASC Topic 740. Under ASC Topic 740, 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. Subject to the availability of additional capital, we hope 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 from 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.

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Results of Operations

For the year ended December 31, 2012 and 2011, we had revenues of $152,375 and $183,337, respectively with net loss of $44,109 in 2012 and a net loss of $15,817 in 2011. Management believes that the decrease in revenue from the prior year is mainly attributable to new regulations requiring parental approval for tanning, overall health concerns surrounding the tanning industry and overall economic conditions still remain depressed in the area. We are hopeful the economy will continue to recover and consumers will start to spend again. Until there is an increase in consumer spending, we will most likely continue to lose money.

Our expenses for the year ended December 31, 2012, increased from the prior the prior year ended December 31, 2011. Operating expenses increased by $18,765 for the year ended December 31, 2012 compared to 2011 with operating expenses of $177,004 and $158,239 for 2012 and 2011, respectively. The increase in expenses is mainly attributable to higher accounting, legal and filing fees over the prior year. We believe expenses will remain in these ranges going forward and should be similar for additional salons.

Our costs should stay around the current levels so it will be important for us to generate more revenue in the salon to achieve 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 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.

Our cost of goods sold related to our revenue improved from approximately 20% in 2011 to 9% in 2012. For the year ended December 31, 2012, our cost of goods sold was $14,386 compared to revenues of $152,375 resulting in a gross profit of $137,989. For the year ended December 31, 2011, our cost of goods sold was $36,264 compared to revenues of $183,337 resulting in a gross profit of $147,073. Based on the improving gross profit margin of approximately 90% we feel it is important to drive more revenues to our salon. We believe additional revenue will result in a 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, 2012, we had a working capital deficit of $83,092 compared to a working capital deficit of $52,038 at December 31, 2011. Part of the reason for our working capital deficit is we had to borrow funds to cover operating 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 or existing shareholders. We are hopeful in future quarters that our working capital deficit will be reduced further as we continue to pay off debt but will be dependent on the economy improving and consumers starting to spend again.

We have had to rely on short-term funding from management or shareholders in the past and there can be no assurance that such persons will continue to provide funding in the future. We will have to seek additional capital if we try and expand our operations through private labeling of products or by opening new salons and we may require additional capital in order to continue our operations if we are unable to obtain loans from our management or shareholders. 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. Our revenues

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declined by approximately $31,000 during 2012 as compared to 2011 and we incurred a net loss of $44,109 for the 2012 fiscal year. As such, we do not anticipate that we have sufficient revenues to fund ongoing operations and that additional capital will be required in order to continue our operations. For the immediate needs of our current salon, we anticipate continuing to 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. 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 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

Not Applicable. The Company is a “smaller reporting company.”

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

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

ITEM 9. 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. 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 Principal Executive Officer and Principal Financial Officer 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 Principal Executive Officer and Principal Financial Officer, 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.

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.

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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 an outside CPA firm (unrelated to our auditors), evaluated the effectiveness of our internal control over financial reporting as of December 31, 2012. 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, 2012, our internal control over financial reporting was effective.

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 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 that occurred during the fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the internal control over financial reporting.

ITEM 9B. OTHER INFORMATION

None

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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 Sun
Neil Blosch	53	Director, Chief Executive Officer, Principal Accounting Officer
Dave O’Bagy	58	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.

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 Bachelor of Science degree in Accounting.

We believe the experience brought by Mr. Blosch and Mr. O’Bagy qualify them to be directors of the Company, particularly Mr. O’Bagy’s background in accounting and Mr. Blosch’s background in economics and running small businesses.

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:

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(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.

(7) was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of: any Federal or State securities or commodities law or regulation; or any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

(8) was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Family Relationships

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

COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

Section 16(a) of the Exchange Act requires our directors and executive officers, and persons who own more than 10 percent of a registered class of our equity securities to file reports of securities ownership and changes in such ownership with the SEC. Officers, directors, and greater than ten percent shareholders also are required by rules promulgated by the SEC to furnish us with copies of all Section 16(a) reports they file.

Based solely on a review of the copies of such reports furnished to us, we believe that all Section 16(a) filing requirements were timely met during 2012.

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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, 2012 (collectively referred to as the "Named Executives"). No other executive officer serving during 2012 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		Nonqualified Deferred Compensation		All Other Compensation		Total
(a)	(b)	(c)		(d)		(e)		(f) (1)		(g)		(h)		(i) (2)		(j)
Neil Blosch, CEO	12/31/2012	$	0	$	0	$	0	$	0	$	0	$	0			$	0
Neil Blosch, CEO	12/31/2011	$	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 2012, no options were granted.

Stock Option Exercise

In fiscal 2012, 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 2012, 2011, or 2010 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 of directors or both. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefore. No payments were made to the Company’s directors during the 2012 fiscal year.

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 or change-in-control arrangement with our executive officers.

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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.

Board of Directors

Our board of directors consists of two persons, Neil Blosch and David O’Bagy. The directors believe that Mr. O’Bagy is “independent” within the meaning of Rule 4200(a)(15) of the NASDAQ Marketplace but that Mr. Blosch is not independent because he is officer and employee of the Company.(??)

Our board of directors has not appointed any standing committees, there is no separately designated audit committee and the entire board of directors acts as our audit committee. The board of directors does not have an independent “financial expert” because it does not believe the scope of the Company’s activities to date has justified the expenses involved in obtaining such a financial expert. [Or is Mr. O’Bagy a financial expert?] In addition, our securities are not listed on a national exchange and we are not subject to the special corporate governance requirements of any such exchange.

The Company does not have a compensation committee and the entire board participates in the consideration of executive officer and director compensation. The Company’s president is also a member of the Company’s board of directors and participates in determining the amount and form of executive and director compensation. To date, the Company has not engaged independent compensation consultants to determine or recommend the amount or form of executive or director compensation.

The Company does not have a standing nominating committee and the Company’s entire board of directors performs the functions that would customarily be performed by a nominating committee. The board of directors does not believe a separate nominating committee is required at this time due to the limited size of the Company’s business operations and the limited resources of the Company which do not permit it to compensate its directors. The board of directors has not established policies with regard to the consideration of director candidates recommended by security holders or the minimum qualifications of such candidates.

During 2012, 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 the meeting. The directors also met during 2012 for informal discussions and took action by unanimous written consents in lieu of meetings. Our policy is to encourage, but not require, members of the Board of Directors to attend annual stockholder meetings. We did not hold an annual stockholder meeting during the 2012 year.

Communications with Directors

Shareholders may communicate with the Board of Directors or any individual director by sending written communications addressed to the Board of Directors, or any individual director, to: Ultra Sun Corp., Attention: Corporate Secretary, 1532 East St. Marks Court, Salt Lake City, Utah 84124. All communications will be compiled by the corporate secretary and forwarded to the Board of Directors or any individual director, as appropriate. In order to facilitate a response to any such communication, the Company’s Board of Directors suggests, but does not require, that any such submission include the name and contact information of the shareholder submitting the communication.

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.

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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 27, 2013, 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 27, 2013, there were 1,325,000 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 1,325,000 shares of common stock outstanding as of March 27, 2013, 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 Class
Principal Stockholders
Common	Jeff W. Holmes P.O. Box 11207 Zephyr Cove, NV 89448	378,900	28.60%
Common	Kirk Blosch 2081 Lakeline Drive Salt Lake City, Utah 84111	378,900	28.60%
Common	Neil Blosch 1532 East St. Marks Court Salt Lake City, Utah 84124	71,400	5.39%

Officers and Directors
Common	Neil Blosch	See Above
Common	Dave O’Bagy	-0-	-0-
Common	All Officers and Directors as a Group (2 Persons)	71,400	5.39%

Control by Existing Shareholders

Current management, along with two shareholders, one of whom is the brother of the CEO, have 62.6% 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.

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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	None
Equity compensation plans not approved by security holders	None	None	None
Total	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.

Except as set forth herein, 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.

Except as set forth herein, 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.

On January 26, 2011 two stockholders advanced funds to the Company to pay operating expenses. The Company executed two promissory notes for the principal sum of $2,500 each. The notes called for simple interest at the rate of eight percent per annum. The entire principal together with interest was due on or before June 30, 2011. 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. The notes have been extended with a new due date of December 31, 2013.

On July 17, 2012 the Company received an additional $3,000 related party note from one of its shareholders. The note called for simple interest at the rate of eight per cent per annum. The entire principal together with interest was to be due on or before December 31, 2012. On November 5, 2012 the entire $3,000 principal balance along with $111 in accrued interest was paid.

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Notes payable, related parties totaled $42,500 at December 31, 2012 and 2011. On December 19, 2012 all of the outstanding related party note were extended with a new due date of December 31, 2013. Interest expense on the related party notes for the years ended December 31, 2012 and 2011 was $4,742 and $4,651, respectively, resulting in accrued interest to related parties of $15,709 and $10,968 at December 31, 2012 and 2011, respectively.

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.

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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 $12,650 for each of the years ending December 31, 2012 and 2011.

2) Audit-Related Fees. $0 and $0.

3) Tax Fees. $500 and $500.

4) All Other Fees. $0 and $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:

The following financial statements, notes thereto, and the related independent registered public accounting firm’s report contained on page F-1 to our financial statements are herein incorporated:

December 31, 2012 and 2011

Report of Independent Registered Public Accounting Firm

Balance Sheets - December 31, 2012 and December 31, 2011

Statements of Operations - Years ended December 31, 2012 and 2011

Statements of Changes in Stockholders' Equity – Years ended December 31, 2012 and 2011

Statements of Cash Flows – Years ended December 31, 2012 and 2011

Notes to Financial Statements – Years ended December 31, 2012 and 2011

(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 No.	SEC Reference No.	Title of Document	Location
3.01(i)	3	Articles of Incorporation of Ultra Sun Corp.	Incorporated by Reference*
3.02(iii)	3	Bylaws of Ultra Sun Corp.	Incorporated by Reference*
4.0	4	Specimen Stock Certificate	Incorporated by Reference*
31.01	31	CEO and CFO certification	This Filing
32.01	32	CEO and CFO certification	This Filing

_________________________

* Incorporated by reference from the Company's registration statement on Form 10 filed with the Commission, SEC file no. 000-53571.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to by signed on its behalf by the undersigned, thereunto duly authorized.

Ultra Sun Corp

By:	/s/ Neil Blosch	Date: April 1, 2013
	Neil Blosch
	President, Director, Principal Financial Officer,
	(Principal Executive Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates stated.

Signature	Title	Date

/s/ Neil Blosch	Director	April 1, 2013
Neil Blosch

/s/ Dave O' Bagy	Director	April 1, 2013
Dave O’Bagy

To The Board of Directors and Stockholders of

Ultra Sun Corp.

We have audited the accompanying balance sheets of Ultra Sun Corp. (the Company) as of December 31, 2012 and 2011, and the related statements of operations, changes in stockholders’ equity (deficit), and cash flows for the years then ended. 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 of America). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, 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 Ultra Sun Corp. as of December 31, 2012 and December 31, 2011, 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 the Company will continue as a going concern. As discussed in Note 7 to the financial statements, the Company has an accumulated deficit, and has suffered losses from operations. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to this matter are described in Note 7. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Anderson Bradshaw PLLC Salt Lake City, Utah

March 28, 2013

ULTRA SUN CORP.

BALANCE SHEETS

December 31, 2012 and 2011

ASSETS
		2012			2011
Current Assets
Cash and cash equivalents		$	3,210		$	8,028
Inventory			759			1,334
Prepaids			-			3,576

	Total Current Assets		3,969			12,938

Property and equipment, net			2,474			3,828
Deposits			2,728			2,728

	Total Assets	$	9,171		$	19,494

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities
Accounts payable and accrued expenses		$	9,462		$	9,934
Unamortized forgiveness of rent - current portion			1,049			1,574
Related party notes payable - current portion			42,500			42,500
Notes payable - current portion			18,000			-
Due to officer			100			-
Accrued interest			15,950			10,968

	Total Current Liabilities		87,061			64,976

Current Liabilities
Unamortized forgiveness of rent - long-term portion			-			1,049

	Total Long-Term Liabilities		-			1,049

	Total Liabilities		87,061			66,025


Stockholders' Equity
Preferred stock, $.001 par value, 5,000,000 shares authorized,
none issued or outstanding			-			-
Common stock, $.001 par value, 45,000,000 shares authorized,
1,325,000 and 1,300,000 shares issued and outstanding			1,325			1,300
Additional paid-in capital			239,066			226,341
Accumulated deficit			(318,281	)		(274,172	)

	Total Stockholders' Equity (Deficit)		(77,890	)		(46,531	)

	Total Liabilities and Stockholders' Equity (Deficit)	$	9,171		$	19,494

The Accompanying Notes are an Integral

Part of the Financial Statements

F-1

ULTRA SUN CORP.

STATEMENTS OF OPERATIONS

For The Years Ended December 31, 2012 and 2011


	2012			2011

Revenues	$	152,375		$	183,337

Cost of revenues		14,386			36,264

Gross profit		137,989			147,073

General and administrative expenses		177,004			158,239

Loss from Operations		(39,015	)		(11,166	)

Other Income (Expense):
Interest expense		(5,094	)		(4,651	)

		(5,094	)		(4,651	)

Loss before income taxes		(44,109	)		(15,817	)

Income tax benefit (expense) - deferred		-			-

Net Loss	$	(44,109	)	$	(15,817	)

Loss per Common Share:
Basic and Diluted	$	(0.03	)	$	(0.01	)


Weighted Average Common Shares Outstanding:
Basic and Diluted		1,311,233			1,300,000

The Accompanying Notes are an Integral

Part of these Condensed Financial Statements

F-2

ULTRA SUN CORP., INC.

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

For The Years Ended December 31, 2012 and 2011


					Additional					Total
	Common Stock				Paid-In		Accumulated			Stockholders'
	Shares		Amount		Capital		Deficit			Equity


Balance at December 31, 2010		1,300,000	$	1,300	$	226,341	$	(258,355	)	$	(30,714	)

Net loss for the year ended
December 31, 2011		-		-		-		(15,817	)		(15,817	)

Balance at December 31, 2011		1,300,000	$	1,300	$	226,341	$	(274,172	)	$	(46,531	)

Stock issued for services		25,000		25		12,725		-			12,750

Net loss for the year ended
December 31, 2012		-		-		-		(44,109	)		(44,109	)

Balance at December 31, 2012		1,325,000	$	1,325	$	239,066	$	(318,281	)	$	(77,890	)

The Accompanying Notes are an Integral

Part of the Financial Statements

F-3

ULTRA SUN CORP.

STATEMENTS OF CASH FLOWS

For the Years Ended December 31, 2012 and 2011

	2012			2011
Increase (decrease) in cash and cash equivalents:

Cash flows from operating activities:
Net income (loss)	$	(44,109	)	$	(15,817	)

Adjustments to reconcile net income (loss) to net cash flows from
operating activities:
Depreciation and amortization		2,162			15,923
Stock issued for services		12,750			-
Changes in assets and liabilities:
Inventory		575			272
Prepaids		3,576			(3,576	)
Accounts payable and accrued liabilities		(472	)		198
Accrued interest		4,982			4,652
Due to officer		100			-
Amortization of rent forgiveness		(1,574	)		(1,574	)

Net cash provided (used) by operating activities		(22,010	)		78

Cash flows from investing activities:
Purchase of fixed assets		(808	)		(975	)

Net cash used by investing activities		(808	)		(975	)

Cash flows from financing activities:
Proceeds from issuance of related party debt		3,000			5,000
Repayment of related party debt		(3,000	)		-
Proceeds from issuance of debt		18,000			-

Net cash provided by financing activities		18,000			5,000

Net decrease in cash and cash equivalents		(4,818	)		4,103

Cash and cash equivalents at beginning of period		8,028			3,925

Cash and cash equivalents at end of period	$	3,210		$	8,028

Supplemental disclosure of cash flow information:

Cash paid during the year for:
Interest	$	-		$	-
Income Taxes	$	-		$	-

The Accompanying Notes are an Integral

Part of these Condensed Financial Statements

F-4

ULTRA SUN CORP.

STATEMENTS OF CASH FLOWS (Continued)

For the Years Ended December 31, 2012 and 2011

Supplemental disclosure of cash flow information:

Cash paid during the year for:
Interest	$	-	$	-
Income Taxes	$	-	$	-

The Accompanying Notes are an Integral

Part of these Condensed Financial Statements

F-5

ULTRA SUN CORP.

Notes to the Audited Financial Statements

December 31, 2012 and 2011

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 ASC Topic 805, “Business Combinations.”

Cash and Cash Equivalents - For financial accounting purposes, cash and cash equivalents are considered to be all highly liquid investments purchased with an initial maturity of three (3) months or less.

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 - Property and equipment are recorded at cost. Depreciation is provided for on the straight-line method over the estimated useful lives of the assets. The average lives range from three (3) to seven (7) years. Leasehold improvements are amortized on the straight-line method over the lesser of the lease term or the useful life. Maintenance and repairs that neither materially add to the value of the property nor appreciably prolong its life are charged to expense as incurred. Betterments or renewals are capitalized when incurred. For the years ended December 31, 2012 and 2011, depreciation expense was $2,162 and $15,923 respectively.

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

Estimates - The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported 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. Significant estimates include, but are not limited to, the estimate of the allowance for doubtful accounts, inventory obsolescence, income taxes, and depreciable lives of long lived assets.

Advertising Costs - The Company generally expenses advertising costs as incurred. Advertising expenses totaled $781 and $577 for the years ended December 31, 2012 and 2011, respectively.

F-6

ULTRA SUN CORP.

Notes to the Audited Financial Statements

December 31, 2012 and 2011 (Continued)

Income Taxes – The Company adopted the provisions of ASC 740-10 (formerly FASB interpretation No. 48), Accounting for Uncertainty in Income Taxes, on January 1, 2007, with no material impact on the accompanying financial statements.

The Company files income tax returns in the U.S. federal jurisdiction, and the State of Utah. The Company is subject to federal, state and local income tax examinations by tax authorities for approximately the past three years, or in some instances longer periods.

Deferred income taxes are provided using the asset and liability method, whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax basis. Net deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the net deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of the changes in tax laws and rates at the date of enactment.

When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. The benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured, if any, is reflected as a liability for unrecognized tax benefits in the accompanying balance sheet along with any associated interest and penalties that would be payable to the taxing authorities upon examination. Interests and penalties associated with unrecognized tax benefits, if any, are classified as additional income taxes in the statement of operations. Currently there are no penalties or interest.

Fair Value of Financial Instruments – The estimated fair values for financial instruments are determined at discrete points in time based on relevant market information. These estimates involve uncertainties and cannot be determined with precision. The carrying amounts of notes payable, accounts payable, accrued liabilities approximate fair value given their short term nature or effective interest rates.

Earnings Per Share – Basic net income (loss) per share is calculated pursuant to ASC Topic No. 260 whereby net income (loss) per share is divided by 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, none of which was outstanding during the years ended December 31, 2012 and 2011.

Recently Issued Accounting Pronouncements – There have been no accounting pronouncements or changes in accounting principles during the year ended December 31, 2012 that are of significance, or potential significance, to us.

F-7

ULTRA SUN CORP.

Notes to the Audited Financial Statements

December 31, 2012 and 2011 (Continued)

NOTE 2 – INCOME TAXES

From November 4, 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 $155,205 for the period June 1, 2006 through December 31, 2012 which begins to expire in 2026. Previous carryforwards have been utilized in prior years. The tax benefit of this net operating loss, based on an effective tax rate of 40%, is $62,082 and has been offset by a full valuation allowance, which increased by $17,644 and $6,327 during the years ended December 31, 2012 and 2011.

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 ASC 740-20 to give effect to the resulting temporary differences which may arise from differences in the bases of, for example, 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, 2012 and 2011 are as follows:

	2012		2011

Current Federal	$	-	$	-
Curent 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:

	2012			2011

Federal Tax Benefit (Expense) at Statutory Rates	$	(15,438	)	$	(5,536	)
State Tax Benefit (Expense) at Statutory Rates		(2,206	)		(791	)
Valuation Allowance Adjustment		17,644			6,327

	$	-		$	-

F-8

ULTRA SUN CORP.

Notes to the Audited Financial Statements

December 31, 2012 and 2011 (Continued)

Deferred tax assets (liabilities) consisted of the following at December 31, 2012 and 2011:

	2012			2011

Operating Loss Carryforwards	$	62,082		$	44,438
Deferred Tax Liability		-			-
Valuation Allowance Adjustment		(62,082	)		(44,438	)

Deferred Tax Asset (Liability)	$	-		$	-

The Company adopted the provisions of uncertain tax positions as addressed in ASC 740-10-65-1. As a result of the implementation of ASC 740-10-65-1, the Company recognized no increase in the liability for unrecognized tax benefits.

The Company has no tax position at December 31, 2012 for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility. The Company recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. No such interest or penalties were recognized during the period presented. The Company had no accruals for interest and penalties at December 31, 2012 or 2011. The Company’s utilization of any net operating loss carry forward may be unlikely as a result of its activities and probable continued losses. The Company is no longer subject to U.S. federal, state, or non-U.S. income tax examinations by tax authorities for tax years before 2009, except that earlier years can be examined for the sole purpose of challenging the net operating loss carry-forwards arising in those years.

NOTE 3 – COMMON STOCK

On July 20, 2012, the Company issued 25,000 shares of its common stock at fair market value for services rendered, resulting in an expense of $12,750.

NOTE 4 – RELATED PARTY NOTES PAYABLE

F-9

ULTRA SUN CORP.

Notes to the Audited Financial Statements

December 31, 2012 and 2011 (Continued)

NOTE 5 – NOTES PAYABLE

On October 31, 2012, the Company executed a promissory note with an unrelated party for the principal amount of $18,000. The note calls for simple interest at the rate of eight per cent per annum. The entire principal together with interest is due on June 30, 2013. Interest expense totaled $241 for the year ended December 31, 2012. Accrued interest for this note at December 31, 2012 was $241.

NOTE 6 - 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 on September 30, 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, at which time the deferred payments were forgiven in full by the lessor. The Company has elected to amortize the forgiveness of rent, which had been included in accounts payable and accrued expenses, straight-line over the 5-year lease period as a reduction in monthly rent expense.

Amortization expense was $1,574 for each of the years ended December 31, 2012 and 2011, respectively, resulting in unamortized forgiveness of rent balance of $1,049 and $2,623 at December 31, 2012 and 2011, respectively.

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 (including common area maintenance fees of $8,467 and $6,708, respectively, included in general and administrative expenses) for the years ended December 31, 2012 and 2011 was $44,345 and $41,337, respectively.

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

Year Ending
December 31,	Amount
2013	$	28,806

	$	28,806

F-10

ULTRA SUN CORP.

Notes to the Audited Financial Statements

December 31, 2012 and 2011 (Continued)

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 $318,281. At December 31, 2012, the Company had total assets of $9,171 and liabilities totaling $87,061, and a working capital deficit of $83,092.

The ability of the Company to continue as a going concern is dependent on its ability to raise 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.

NOTE 8 – SUBSEQUENT EVENTS

The Company has evaluated subsequent events from the balance sheet date through the date the financial statements were issued, and determined there are no additional events that require disclosure.

NOTE 9 - FIXED ASSETS

Fixed assets consisted of the following as of December 31:

	2012			2011

Equipment	$	6,309		$	5,501
Furniture		5,118			5,118
Tanning Beds		158,446			158,446
Leasehold Improvements		38,225			38,225
		208,098			207,290
Less: accumulated depreciation and amortization		(205,624	)		(203,462	)

	$	2,474		$	3,828

Depreciation expense on the equipment, furniture, and tanning beds totaled $1,433 and $15,638, and amortization expense on the leasehold improvements was $729 and $285, resulting in total depreciation and amortization expense of $2,162 and $15,923 for the years ended December 31, 2012 and 2011, respectively. Depreciation expense on the tanning beds of $952 and $14,835 was included in cost of goods sold for the years ended December 31, 2012 and 2011, while depreciation expense on the equipment and furniture of $481 and $803, respectively, and the amortization expense on the leasehold improvements was included in general and administrative expenses.

F-11