0001445866-12-000931.txt : 20121114 0001445866-12-000931.hdr.sgml : 20121114 20121114125121 ACCESSION NUMBER: 0001445866-12-000931 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 9 CONFORMED PERIOD OF REPORT: 20120930 FILED AS OF DATE: 20121114 DATE AS OF CHANGE: 20121114 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Ultra Sun Corp CENTRAL INDEX KEY: 0001360442 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PERSONAL SERVICES [7200] IRS NUMBER: 201898270 STATE OF INCORPORATION: UT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-53571 FILM NUMBER: 121202629 BUSINESS ADDRESS: STREET 1: 87 EAST STATE ROAD 73 CITY: SARATOGA SPRINGS STATE: UT ZIP: 84043 BUSINESS PHONE: 801-573-6982 MAIL ADDRESS: STREET 1: 1532 EAST ST. MARKS COURT CITY: SALT LAKE CITY STATE: UT ZIP: 84124 10-Q 1 ultrasun10q11132012.htm 10-Q ultrasun10q11132012.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

———————
FORM 10-Q
———————

x
 QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
 
 ACT OF 1934
For the quarterly period ended: September 30, 2012
or
   
o
 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
 
 ACT OF 1934
For the transition period from: _____________ to _____________

———————
ULTRA SUN CORP.
 (Exact name of registrant as specified in its charter)
———————

NEVADA
000-53571
20-1898270
(State or Other Jurisdiction
(Commission
(I.R.S. Employer
of Incorporation)
File Number)
Identification No.)
 
1532 East St. Marks Court, Salt Lake City, Utah  84124
(Address of Principal Executive Office) (Zip Code)
 
(801) 573-6982
(Registrant’s telephone number, including area code)


 (Former name, former address and former fiscal year, if changed since last report)
———————
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 preceding 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.
xYes oNo
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer., or a smaller reporting company.
 
Large accelerated filer o Accelerated filer o
Non-accelerated filer o Smaller reporting company x
 
 
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
 
oYes xNo
 
The number of shares of the issuer’s Common Stock outstanding as of  November 14, 2012 is 1,325,000.
 
 
 
 
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).
xYes oNo

 
 

 
 

PART I – FINANCIAL INFORMATION
   
   
Item 1.
Financial Statements
   
 
Condensed Balance Sheets – As of September 30, 2012 (Unaudited) and December 31, 2011
   
 
Condensed Statements of Operations (Unaudited) – Three Months and Nine Months Ended September 30, 2012 and 2011
   
 
Condensed Statements of Cash Flows (Unaudited) – Nine Months Ended September 30, 2012 and 2011
   
 
Notes to Condensed Financial Statements
   
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
   
Item 3.
Quantative and Qualitative Disclosure About Market Risk
   
Item 4.
Controls and Procedures
 
PART II – OTHER INFORMATION
 
Item 1.
Legal Proceedings
   
Item 1A.
Risk Factors
   
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
   
Item 3.
Defaults Upon Senior Securities
   
Item 4.
Mine Safety Disclosures
   
Item 5.
Other Information
   
Item 6.
Exhibits
   
Signatures  


 
 

 
 
PART I – FINANCIAL INFORMATION
 
Item 1.
Financial Statements.
 
ULTRA SUN CORP.
CONDENSED BALANCE SHEETS
 
               
ASSETS
 
     
September 30,
   
December 31,
 
     
2012
   
2011
 
Current Assets
   
(Unaudited)
       
   Cash and cash equivalents
  $ 6,026     $ 8,028  
   Inventory
      560       1,334  
   Prepaids
      -       3,576  
                   
 
Total Current Assets
    6,586       12,938  
                   
Property and equipment, net
    3,028       3,828  
Deposits
      2,728       2,728  
                   
 
Total Assets
  $ 12,342     $ 19,494  
                   
                   
LIABILITIES AND STOCKHOLDERS' EQUITY
 
                   
Current Liabilities
                 
   Accounts payable and accrued expenses
  $ 8,186     $ 9,934  
   Unamortized discharge of indebtedness - current portion
    1,443       1,574  
   Related party notes payable - current portion
    45,500       42,500  
   Accrued interest - related party
    14,530       10,968  
                   
 
Total Current Liabilities
    69,659       64,976  
                   
Long-Term Liabilities
                 
  Unamortized discharge of indebtedness - long-term portion
    -       1,049  
                   
 
Total Long-Term Liabilities
    -       1,049  
                   
 
Total Liabilities
    69,659       66,025  
                   
                   
Stockholders' Equity
                 
   Preferred stock, $.001 par value, 5,000,000 shares authorized,
               
     none issued or outstanding in 2012 and 2011
    -       -  
   Common stock, $.001 par value, 45,000,000 shares authorized,
               
      1,300,000 shares issued and outstanding in 2012 and 2011
    1,325       1,300  
   Additional paid-in capital
    239,066       226,341  
   Accumulated deficit
      (297,708 )     (274,172 )
                   
 
Total Stockholders' Equity
    (57,317 )     (46,531 )
                   
 
Total Liabilities and Stockholders' Equity
  $ 12,342     $ 19,494  
 
The Accompanying Notes are an Integral
Part of these Condensed Financial Statements
 
 
 
 

 

ULTRA SUN CORP.
CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
 
   
For the Three Months Ended September 30, 2012
   
For the Three Months Ended September 30, 2011
   
For the Nine Months Ended September 30, 2012
   
For the Nine Months Ended September 30, 2011
 
                         
                         
Revenues
  $ 25,451     $ 31,097     $ 127,549     $ 151,777  
 
                               
Cost of revenues
    2,191       7,725       11,334       32,799  
 
                               
Gross profit
    23,260       23,372       116,215       118,978  
                                 
General and administrative expenses
    47,778       28,319       136,189       117,304  
                                 
Income (loss) from Operations
    (24,518 )     (4,947 )     (19,974 )     1,674  
                                 
Other Income (Expense):
                               
   Interest expense
    (1,228 )     (1,180 )     (3,562 )     (3,472 )
                                 
Income (loss) before income taxes
    (25,746 )     (6,127 )     (23,536 )     (1,798 )
                                 
Income tax benefit (expense) - deferred
    -       -       -       -  
                                 
Net Income (loss)
  $ (25,746 )   $ (6,127 )   $ (23,536 )   $ (1,798 )
                                 
Income (Loss) per Common Share: (Note 1)
                               
   Basic and Diluted
  $ (0.02 )   $ (0.00 )   $ (0.02 )   $ (0.00 )
                                 
Weighted Average Common Shares Outstanding:
                               
   Basic and Diluted
    1,309,890       1,300,000       1,303,297       1,300,000  
 
The Accompanying Notes are an Integral
Part of these Condensed Financial Statements
 
 
 
 

 
 
 
ULTRA SUN CORP.
CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)

   
For the Nine Months Ended September 30, 2012
   
For the Nine Months Ended September 30, 2011
 
             
             
Cash flows from operating activities:
           
Net income (loss)
  $ (23,536 )   $ (1,798 )
                 
     Adjustments to reconcile net income (loss) to net cash flows from
               
     operating activities:
               
Depreciation and amortization
    1,608       15,415  
Stock for services
    12,750          
     Changes in assets and liabilities:
               
Inventory
    774       (739 )
Prepaids
    3,576       -  
Accounts payable and accrued liabilities
    (1,748 )     (5,066 )
Accrued interest
    3,562       3,472  
Amortization of rent forgiveness
    (1,180 )     (1,181 )
                 
Net cash provided (used) by operating activities
    (4,194 )     10,103  
                 
Cash flows from investing activities:
               
Purchase of fixed assets
    (808 )     -  
                 
Net cash used by investing activities
    (808 )     -  
                 
Cash flows from financing activities:
               
Proceeds from issuance of related party debt
    3,000       5,000  
                 
Net cash provided by financing activities
    3,000       5,000  
                 
Net increase in cash and cash equivalents
    (2,002 )     15,103  
                 
Cash and cash equivalents at beginning of period
    8,028       3,925  
                 
Cash and cash equivalents at end of period
  $ 6,026     $ 19,028  
                 
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
 
 
 
 

 
 
ULTRA SUN CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS

1. Summary of Significant Accounting Policies and Use of Estimates:
     
Presentation of Interim Information:

The condensed financial statements included herein have been prepared by Ultra Sun Corp. (“we”, “us”, “our” or “Company”) without audit, pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”) and should be read in conjunction with the audited financial statements as of December 31, 2011.  Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted, as permitted by the SEC, although we believe the disclosures, which are made, are adequate to make the information presented not misleading. Further, the condensed financial statements reflect, in the opinion of management, all normal recurring adjustments necessary to present fairly our financial position at September 30, 2012, and the results of our operations and cash flows for the periods presented. The December 31, 2011 condensed balance sheet data was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America.

Interim results are subject to significant seasonal variations and the results of operations for the nine months ended September 30, 2012 are not necessarily indicative of the results to be expected for the full year.
    
Nature of Corporation:

The Company was organized under the laws of the State of Nevada on November 5, 2004 and has elected a fiscal year end of December 31.  On November 15, 2004 (Date of Acquisition) the Company acquired the net assets, with a deemed fair value of ($5,118) on the date of acquisition, and the existing business and trade name of Sahara Sun (a DBA of Neil Blosch, the sole proprietor), for the purpose of continuing operations in the tanning salon business (the Acquisition).  In connection with the Acquisition, the Company also issued $5,000 in stock and $78,000 in notes payable, and acquired a covenant-not-to-compete with a deemed fair value of $88,118, which has been fully amortized.

Use of 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.

Inventory:

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

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 accounts payable, accrued liabilities, and notes payable approximate fair value given their short term nature or effective interest rates.

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.


 
 

 
 
 
ULTRA SUN CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS  (Continued)

Earnings per Share:

Basic earnings per share is computed by dividing income available to common shareholders by the weighted average number of common shares outstanding for the period and contains no dilutive securities. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of an entity.  For the nine month periods ended September 30, 2012 and 2011, the Company had no dilutive securities outstanding.

Revenue Recognition

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

Income Taxes:

From November 4, 2004, date of inception, through May 31, 2006, the Company operated as a Subchapter S Corporation for tax purposes and cumulative losses of $163,076 were passed through to the Company’s stockholders.  Effective June 1, 2006, the Company converted to a “C” corporation.

The Company estimates the annual tax rate based on projected taxable income for the full year and records a quarterly income tax provision in accordance with the anticipated annual rate. As the year progresses, we refine the estimates of the year’s taxable income as new information becomes available, including year-to-date financial results. This continual estimation process can result in a change to the expected effective tax rate for the year. When this occurs, the Company adjusts the income tax provision during the quarter in which the change in estimate occurs so that the year-to-date provision reflects the expected annual tax rate. Significant judgment may be required in determining the Company’s effective tax rate and in evaluating our tax positions.

The effective income tax rate of 0% for the nine months ended September 30, 2012 and 2011 differed from the statutory rate, due primarily to net operating losses incurred by the Company in past and/or respective period.  For the nine month periods ended September 30, 2012 and 2011 tax benefits of approximately $4,200 and $720 would have been generated.  However, all benefits have been fully offset through an allowance account due to the uncertainty of the utilization of the net operating losses. As of September 30, 2012 the Company had net operating losses of approximately $120,000 resulting in a deferred tax asset of approximately $47,000.  The Company has established a valuation allowance in the full amount of the deferred tax asset due to the uncertainty of the utilization of operating losses in future periods.

Pending Accounting Pronouncements:

There have been no recent accounting pronouncements issued which are expected to have a material effect on the Company’s financial statements.

2.   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.

 
 
 

 


ULTRA SUN CORP.
 NOTES TO CONDENSED FINANCIAL STATEMENTS  (Continued)

During the nine months ended September 30, 2012 and 2011 the Company recognized a reduction in rent expense of $1,180 and $1,181, respectively, due to the amortization of the rent forgiveness.  As of September 30, 2012, $1,443 of unamortized rent forgiveness remains and will be recognized over the remaining months of the lease agreement as a reduction of current period rent expense.

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 $6,787 and $5,031, respectively, included in general and administrative expenses) for the nine months ended September 30, 2012 and 2011 was $33,739 and $31,003, respectively.

3.  Common Stock

During the quarter ended September 30, 2012, the Company issued 25,000 shares of its common stock at fair market value for services rendered.

4.  Related Party Transactions

On July 17, 2012 the Company received an additional $3,000 related party note from one of its shareholders.  Notes payable to related parties totaled $45,500 and $42,500 at September 30, 2012 and December 31, 2011, respectively.   As of September 30, 2012 and December 31, 2011, accrued interest to related parties totaled $14,530 and $10,968, respectively.   Each of the notes have due dates of December 31, 2012.

5.   Subsequent Events

Management has reviewed subsequent events through the date of this filing. No material subsequent events were noted.
 
 
 
 

 

 
Item 2.                 Management’s Discussion and Analysis of Financial Condition and Results of Operations.
 
The following is management’s discussion and analysis of certain significant factors affecting the Company’s financial position and operating results during the periods included in the accompanying condensed financial statements. Except for the historical information contained herein, the matters set forth in this discussion are forward-looking statements.

Overview

We are currently engaged in the operation of a tanning salon located in Saratoga Springs, Utah.  We believe that the tanning salon business has been fragmented and operated primarily as single shop owners.  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.  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.

Our future success will be dependent on our ability to open multiple locations.  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.  In addition to consumers cutting back on spending, recent federal legislation has added a ten percent tax on tanning salons which we will have to pass along to customers, increasing the cost of tanning.  This could have a negative effect on our profitability.

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 or expand operations.  This inability to expand or private label will restrict our ability to be profitable and increase revenue.


 
 

 
 

Results of Operations

The following table sets forth certain items derived from our Condensed Statements of Operations for the periods indicated and the corresponding percentage of total revenue for each item:
 
   
Three Months Ended
   
Nine Months Ended
 
   
September 30,
   
September 30,
 
   
2012
   
2011
   
2012
   
2011
 
          (Unaudited)                 (Unaudited)        
Revenue
  $ 25,451       100.0 %   $ 31,097       100.0 %   $ 127,549       100.0 %   $ 151,777       100.0 %
Cost of Goods Sold
    2,191       8.6 %     7,725       24.8 %     11,334       8.9 %     32,799       21.6 %
Gross Profit
    23,260       91.4 %     23,372       75.2 %     116,215       91.1 %     118,978       78.4 %
General and Administrative Expenses
    47,778       187.7 %     28,319       91.1 %     136,189       106.8 %     117,304       77.3 %
Profit(Loss) from Operations
    (24,518 )     -96.3 %     (4,947 )     -15.9 %     (19,974 )     -15.7 %     1,674       1.1 %
Interest Expense
    (1,228 )     -4.8 %     (1,180 )     -3.8 %     (3,562 )     -2.8 %     (3,472 )     -2.3 %
Net Income (Loss)
  $ (25,746 )     -101.2 %   $ (6,127 )     -19.7 %   $ (23,536 )     -18.5 %   $ (1,798 )     -1.2 %

Three Months Ended September 30, 2012 compared to Three Months Ended September 30, 2011

For the three months ended September 30, 2012 and 2011, we had revenues of $25,451 and $31,097, respectively.  For the three months ended September 30, 2012, we had a net loss of ($25,746) compared to a net loss of ($6,127) for the three months ended September 30, 2011.  We are hopeful that we will be able to increase revenues over the remainder of the year as we move into better economic times, but with the institution of a ten percent tanning salon tax, we are uncertain how these additional costs to our customers will affect revenue.

For the three months ended September 30, 2012, our cost of goods sold was $2,191 compared to revenues of $25,451 resulting in a gross profit of $23,260.  For the three months ended September 30, 2011, our cost of goods sold was $7,725 compared to revenues of $31,097 resulting in a gross profit of $23,372.  Gross profit margin for the three months ended September 30, 2012 was 91.4% compared to 75.2% for the three months ended September 30, 2011.  The increase in gross profit margin is a direct result of lower depreciation expense related to tanning beds which are included in cost of revenues.  Depreciation expense included in costs of revenues for the three months ended September 30, 2012 and 2011 was $134 and $3,280 a difference of $3,146.  Based on the current gross profit margin we feel it is important to drive additional revenues to our salon.  We believe additional revenue will result in a larger portion of net income given the incremental cost of additional revenues should be relatively small.  We do not anticipate additional revenues causing much of an increase in operating expenses and believe cost of goods sold will remain similar going forward on the tanning side of the business.  We will start offering more products at the salon which will have higher cost of goods sold but the additional products should not cause much effect on operating expenses.

Our operating expenses for the three months ended September 30, 2012 increased 68.71% to $47,778 from $28,319 for the three months ended September 30, 2011, a difference of $19,459.  The increase in operating expenses was a result of higher legal and accounting fees and payroll expenses.

Our costs should stay around the current levels so it will be important for us to generate more revenue in the salon to increase net income.  The nature of the salon business is such that additional customers add very little additional incremental cost.  We should therefore be able to generate more net income by increasing the revenue.  This may require additional marketing dollars.  Currently, our financial position has not allowed us to focus on marketing and we have relied on location and word of mouth.  As we have paid off debt, and with operations stabilizing, we now hope to be able to expend additional monies on marketing. For the three months ended September 30, 2012, we spent only nominal funds on advertising.  We believe even a slight increase in marketing should increase revenues.
 
 
 
 

 
 
 
Nine Months Ended September 30, 2012 compared to Nine Months Ended September 30, 2011
 
For the nine months ended September 30, 2012 and 2011, we had revenues of $127,549 and $151,777, respectively.  For the nine months ended September 30, 2012, we had a net loss of ($23,536) compared to net loss of ($1,798) for the nine months ended September 30, 2011.  We are hopeful that we will see increasing revenues over the remainder of the year as we move into better economic times, but with the institution of a ten percent tanning salon tax, we are uncertain how these additional costs to our customers will affect revenue.

For the nine months ended September 30, 2012, our cost of goods sold was $11,334 compared to revenues of $127,549 resulting in a gross profit of $116,215.  For the nine months ended September 30, 2011, our cost of goods sold was $32,799 compared to revenues of $151,777 resulting in a gross profit of $118,978.  Gross profit margin for the nine months ended September 30, 2012 was 91.1% compared to 78.4% for the nine months ended September 30, 2011.  The increase in gross profit margin is a direct result of lower depreciation expense related to tanning beds which are included in cost of revenues.  Depreciation expense included in costs of revenues for the nine months ended September 30, 2012 and 2011 was $348 and $14,597 a difference of $14,249.  Based on the current gross profit margin we feel it is important to drive additional revenues to our salon.  We believe additional revenue will result in a larger portion of net income given the incremental cost of additional revenues should be relatively small.  We do not anticipate additional revenues causing much of an increase in operating expenses and believe cost of goods sold will remain similar going forward on the tanning side of the business.  We will start offering more products at the salon which will have higher cost of goods sold but the additional products should not cause much effect on operating expenses.

Operating expenses increased $18,885 to $136,189 for the nine months ended September 30, 2012 compared to $117,304 for the nine months ended September 30, 2011.  The Company will continue to make efforts to reduce operating expenses and reach profitability.  The increase in operating expenses is primarily attributable to increased legal and accounting fees and common area maintenance charges.

Our costs should stay around the current levels so it will be important for us to generate more revenue in the salon to increase net income.  The nature of the salon business is such that additional customers add very little additional incremental cost.  We should therefore be able to generate more net income by increasing the revenue.  This may require additional marketing dollars.  Currently, our financial position has not allowed us to focus on marketing and we have relied on location and word of mouth.  As we have paid off debt, and with operations stabilizing, we now hope to be able to expend additional monies on marketing. For the nine months ended September 30, 2012, we spent only nominal funds on advertising.  We believe even a slight increase in marketing should increase revenues.

Liquidity and Capital Resources

As of September 30, 2012, we had negative working capital of $63,073 compared to negative working capital of $52,038 for December 31, 2011.  The reason for our working capital deficit is we carry very little inventory, no accounts receivable and have had to borrow funds to open the salon and cover initial and ongoing short-falls.  The Company used $4,194 in cash in its operations for the nine months ended September 30, 2012.  The Company received an additional $3,000 short-term loan from a related party during the quarter ended September 30, 2012.  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 shareholders.  However, management and principal shareholders cannot continue to cover shortfalls and if the business does not turn around, particularly given the new tax, management will have to re-evaluate the business model and long-term ability to achieve and maintain profitability.

We have had to rely on short-term funding from management or shareholders to cover ongoing expenses. Management has indicated a willingness to fund any unanticipated short-falls for the next twelve months.  We will have to seek additional capital if we try and expand our operations through private labeling products or opening new salons.  We will probably seek additional equity financing if we seek additional capital but at this time, the exact amounts are unknown until we have found either salons to acquire or new sites to open.  Future expansion will be dependent on additional capital which most likely would cause dilution to current shareholders.  For the immediate needs of our current salon, we would seek management and shareholder loans.  There can be no assurance that management and shareholders will continue to loan Ultra Sun funds.
 
 
 
 

 

 
Significant accounting policies and pending accounting pronouncements are addressed in detail in the Company’s Form10-K filing for the year ended December 31, 2011.  There have been no significant changes in these matters since that filing.
 
Forward-Looking Statements

We have made forward-looking statements, within the meaning of Section 21E of the Securities and Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended, in this quarterly report on Form 10-Q, including the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” that are based on our beliefs and assumptions and on information currently available to us.  Forward-looking statements include the information concerning our possible or assumed search for new business opportunities and future costs of operations.  Forward-looking statements include all statements that are not historical facts and can be identified by the use of forward-looking terminology such as the words “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate” or  similar expressions.

Forward-looking statements involve risks, uncertainties and assumptions.  Actual results may differ materially from those expressed in the forward-looking statements.  You should understand that many important factors could cause our results to differ materially from those expressed in the forward-looking statements.  These factors include, without limitation, the difficulty in locating new business opportunities, our regulatory environment, our limited operating history, our ability to implement our growth strategy, our ability to  integrate acquired companies and their assets and personnel into our business, our obligations to pay professional fees, and other economic conditions and increases in corporate maintenance and reporting costs.  Unless legally required, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

Off Balance Sheet Arrangements

None

Item 3.
Quantitative and Qualitative Disclosures About Market Risk.
 
Not required.

Item 4.
Controls and Procedures.
 
An evaluation as of the end of the period covered by this report was carried out under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended). Disclosure controls and procedures are defined as those controls and other procedures of an issuer that are designed to ensure that the information required to be disclosed by the issuer in the reports it files or submits under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported, within the time periods specified in the United States Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Securities Exchange Act of 1934, as amended, is accumulated and communicated to the issuer’s management, including its principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that those disclosure controls and procedures were effective in providing reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the United States Securities and Exchange Commission’s rules and forms. In addition, there has been no change in our internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended) that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
 
 
 
 

 
 
 
It should be noted that any system of controls, however well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the system are met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of future events. Because of these and other inherent limitations of control systems, there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.
 
PART II – OTHER INFORMATION
 
Item 1.
Legal Proceedings.
 
None.

Item 1A.
Risk Factors.
 
In addition to the other information set forth in this Form 10-Q, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2011, which could materially affect our business, financial condition or future results. The risks described in our Annual Report on Form 10-K are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results. There are no material changes to the risk factors included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2011 during the nine months ended September 30, 2012.

Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds.
 
On July 20th, 2012, the Company issued 25,000 shares of its common stock at fair market value for services rendered.

Item 3.
Defaults Upon Senior Securities.
 
None.

Item 4.
Mine Safety Disclosures
 
None.

Item 5.
Other Information.
 
None.
 
Item 6.
Exhibits.
 
101 Interactive Data Files

 
 

 


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
  Ultra Sun Corp.  
       
Date: November 14, 2012
By:
/s/ Neil Blosch  
    Neil Blosch, President, Director, Principal  
    Financial Officer (Principal Executive Officer)  
       
 

In accordance with the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
 
Signature
 
Title
 
Date
         
/s/ Neil Blosch
 
Director
 
November 14, 2012
Neil Blosch
       
         
/s/ Dave O'Bagy
 
Director
 
November 14, 2012
Dave O'Bagy
       

 
 

 

EX-31.1 2 ex311.htm EXHIBIT 31.1 ex311.htm

Exhibit 31.1
Certification of Principal Executive Officer and Principal Accounting Officer
Pursuant to 18 U.S.C. 1350
 (Section 302 of the Sarbanes-Oxley Act of 2002)

I, Neil Blosch, certify that:

     1.   I have reviewed this quarterly report on Form 10-Q of Ultra Sun Corp.;

     2.  Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

     3.   Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

     4.   The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have;

(a)  Designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
 
(b)  Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
 
(c)  Evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date") and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
 
(d)  Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an quarterly report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

     5.   The registrant's other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
 
(a)  All significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors, any material weaknesses in internal controls; and
 
(b)  Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls.


Date: November 14, 2012                                                                        
/s/ Neil Blosch                                                      
Principal Executive Officer
Principal Accounting Officer

 
 

 

EX-32.1 3 ex321.htm EXHIBIT 32.1 ex321.htm

                                                                                                   Exhibit 31.2
Certification of Principal Executive Officer
Pursuant to 18 U.S.C. 1350
(Section 906 of the Sarbanes-Oxley Act of 2002)


Neil Blosch, Chief Executive Officer and Principal Accounting Officer, of Ultra Sun Corp. (the "Registrant") do hereby certify, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of our knowledge, based upon a review of the Quarterly Report on Form 10-Q for the period September 30, 2012 of the Registrant, as filed with the Securities and Exchange Commission on the date hereof (the "Report"):

 (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
 (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.
 
 
Dated:  November 14, 2012

By:  /s/ Neil Blosch                                                                
Principal Executive Officer                                                
Principal Accounting Officer

 * A signed original of this written statement required by Section 906 has been provided to Ultra Sun Corp. and will be retained by the Ultra Sun Corp. and furnished to the Securities Exchange Commission or its staff upon request.
 

 
 
 

 

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Summary of Significant Accounting Policies and Use of Estimates:</b> </p> <p style='margin:0in;margin-bottom:.0001pt;text-autospace:none;text-align:justify'>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</p> <p style='margin:0in;margin-bottom:.0001pt;text-autospace:none;text-align:justify'><i>Presentation of Interim Information:</i> </p> <p style='margin:0in;margin-bottom:.0001pt;text-autospace:none;text-align:justify'>&nbsp;</p> <p style='margin:0in;margin-bottom:.0001pt;text-autospace:none;text-align:justify'>The condensed financial statements included herein have been prepared by Ultra Sun Corp. (&#147;we&#148;, &#147;us&#148;, &#147;our&#148; or &#147;Company&#148;) without audit, pursuant to the rules and regulations of the United States Securities and Exchange Commission (&#147;SEC&#148;) and should be read in conjunction with the audited financial statements as of December 31, 2011.&#160; Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted, as permitted by the SEC, although we believe the disclosures, which are made, are adequate to make the information presented not misleading. Further, the condensed financial statements reflect, in the opinion of management, all normal recurring adjustments necessary to present fairly our financial position at September 30, 2012, and the results of our operations and cash flows for the periods presented. The December&nbsp;31, 2011 condensed balance sheet data was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America. </p> <p style='margin:0in;margin-bottom:.0001pt;text-autospace:none;text-align:justify;text-indent:.5in'>&nbsp;</p> <p style='margin:0in;margin-bottom:.0001pt;text-autospace:none;text-align:justify'>Interim results are subject to significant seasonal variations and the results of operations for the nine months ended September 30, 2012 are not necessarily indicative of the results to be expected for the full year.</p> <p style='margin:0in;margin-bottom:.0001pt;text-autospace:none'>&nbsp;&nbsp;&nbsp;&nbsp; </p> <p style='margin:0in;margin-bottom:.0001pt;text-autospace:none'><i>Nature of Corporation:</i> </p> <p style='margin:0in;margin-bottom:.0001pt;text-autospace:none;text-align:justify'>&nbsp;</p> <p style='margin:0in;margin-bottom:.0001pt;text-autospace:none;text-align:justify'>The Company was organized under the laws of the State of Nevada on November 5, 2004 and has elected a fiscal year end of December 31.&#160; 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).&#160; In connection with the Acquisition, the Company also issued $5,000 in stock and $78,000 in notes payable, and acquired a covenant-not-to-compete with a deemed fair value of $88,118, which has been fully amortized.&#160; </p> <p style='margin:0in;margin-bottom:.0001pt;text-autospace:none'>&nbsp;</p> <p style='margin:0in;margin-bottom:.0001pt;text-autospace:none'><i>Use of Estimates:</i></p> <p style='margin:0in;margin-bottom:.0001pt;text-autospace:none;margin-right:-1.8pt;text-align:justify'>&nbsp;</p> <p style='margin:0in;margin-bottom:.0001pt;text-autospace:none;text-align:justify'>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. &#160;Actual results could differ from those estimates.</p> <p style='margin:0in;margin-bottom:.0001pt;text-autospace:none'>&nbsp;</p> <p style='margin:0in;margin-bottom:.0001pt;text-autospace:none'><i>Inventory:</i></p> <p style='margin:0in;margin-bottom:.0001pt;text-autospace:none'>&nbsp;</p> <p style='margin:0in;margin-bottom:.0001pt;text-autospace:none'>Inventory consists of tanning products such as oils and bronzers and candles purchased for resale and is stated at the lower of cost determined by the first-in first-out (FIFO) method or market.&#160; Inventory cost includes those costs directly attributable to the product before sale.</p> <p style='margin:0in;margin-bottom:.0001pt;text-autospace:none'>&nbsp;</p> <p style='margin:0in;margin-bottom:.0001pt;text-autospace:none;text-align:justify'><i>Fair Value of Financial Instruments:</i></p> <p style='margin:0in;margin-bottom:.0001pt;text-autospace:none'>&nbsp;</p> <p style='margin:0in;margin-bottom:.0001pt;text-autospace:none;text-align:justify;text-autospace:ideograph-numeric ideograph-other'>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&nbsp;accounts payable, accrued liabilities, and notes payable approximate fair value given their short term nature or effective interest rates.</p> <p style='margin:0in;margin-bottom:.0001pt;text-autospace:none;text-autospace:ideograph-numeric ideograph-other'>&nbsp;</p> <p style='margin:0in;margin-bottom:.0001pt;text-autospace:none;text-align:justify'><i>Cash and Cash Equivalents:</i></p> <p style='margin:0in;margin-bottom:.0001pt;text-autospace:none;margin-right:-1.8pt;text-align:justify;text-autospace:ideograph-numeric ideograph-other'>&nbsp;</p> <p style='margin:0in;margin-bottom:.0001pt;text-autospace:none;text-autospace:ideograph-numeric ideograph-other'><font style='letter-spacing:-.15pt'>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.</font></p> <p style='margin:0in;margin-bottom:.0001pt;text-autospace:none'>&nbsp;</p> <p style='margin:0in;margin-bottom:.0001pt;text-autospace:none;text-align:justify'><i>Earnings per Share:</i> </p> <p style='margin:0in;margin-bottom:.0001pt;text-autospace:none;text-align:justify'>&nbsp;</p> <p style='margin:0in;margin-bottom:.0001pt;text-autospace:none;text-align:justify'>Basic earnings per share is computed by dividing income available to common shareholders by the weighted average number of common shares outstanding for the period and contains no dilutive securities. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of an entity.&nbsp; For the nine month periods ended September 30, 2012 and 2011, the Company had no dilutive securities outstanding.&#160; </p> <p style='margin:0in;margin-bottom:.0001pt;text-autospace:none'>&nbsp;</p> <p style='margin:0in;margin-bottom:.0001pt;text-autospace:none'><i>Revenue Recognition </i></p> <p style='margin:0in;margin-bottom:.0001pt;text-autospace:none'>&nbsp;</p> <p style='margin:0in;margin-bottom:.0001pt;text-autospace:none;text-align:justify'>The Company recognizes revenue from product or tanning sales at the time the purchase is made or services are rendered.&#160; Gift certificates issued are recognized as a liability at the time the gift certificates are sold.<b>&#160; </b>Revenue is recognized for these gift certificates when the services are provided.</p> <p style='margin:0in;margin-bottom:.0001pt;text-autospace:none'>&nbsp;</p> <p style='margin:0in;margin-bottom:.0001pt;text-autospace:none;text-align:justify;text-autospace:ideograph-numeric ideograph-other'><i>Income Taxes:</i> </p> <p style='margin:0in;margin-bottom:.0001pt;text-autospace:none;text-align:justify;text-autospace:ideograph-numeric ideograph-other'>&nbsp;</p> <p style='margin:0in;margin-bottom:.0001pt;text-autospace:none;text-align:justify;text-autospace:ideograph-numeric ideograph-other'>From November 4, 2004, date of inception, through May 31, 2006, the Company operated as a Subchapter S Corporation for tax purposes and cumulative losses of $163,076 were passed through to the Company&#146;s stockholders.&#160; Effective June 1, 2006, the Company converted to a &#147;C&#148; corporation.&#160; </p> <p style='margin:0in;margin-bottom:.0001pt;text-autospace:none;text-align:justify;text-autospace:ideograph-numeric ideograph-other'>&nbsp;</p> <p style='margin:0in;margin-bottom:.0001pt;text-align:justify'>The Company estimates the annual tax rate based on projected taxable income for the full year and records a quarterly income tax provision in accordance with the anticipated annual rate. As the year progresses, we refine the estimates of the year&#146;s taxable income as new information becomes available, including year-to-date financial results. This continual estimation process can result in a change to the expected effective tax rate for the year. When this occurs, the Company adjusts the income tax provision during the quarter in which the change in estimate occurs so that the year-to-date provision reflects the expected annual tax rate. Significant judgment may be required in determining the Company&#146;s effective tax rate and in evaluating our tax positions.</p> <p style='margin:0in;margin-bottom:.0001pt;text-autospace:none;text-align:justify'>&nbsp;</p> <p style='margin:0in;margin-bottom:.0001pt;text-autospace:none;text-align:justify'>The effective income tax rate of 0% for the nine months ended September 30, 2012 and 2011 differed from the statutory rate, due primarily to net operating losses incurred by the Company in past and/or respective period.&#160; For the nine month periods ended September 30, 2012 and 2011 tax benefits of approximately $4,200 and $720 would have been generated.&#160; However, all benefits have been fully offset through an allowance account due to the uncertainty of the utilization of the net operating losses. As of September 30, 2012 the Company had net operating losses of approximately $120,000 resulting in a deferred tax asset of approximately $47,000.&nbsp;&nbsp;The Company has established a valuation allowance in the full amount of the deferred tax asset due to the uncertainty of the utilization of operating losses in future periods.</p> <p style='margin:0in;margin-bottom:.0001pt;text-autospace:none;text-autospace:ideograph-numeric ideograph-other'>&nbsp;</p> <p style='margin:0in;margin-bottom:.0001pt;text-autospace:none'><i>Pending Accounting Pronouncements:</i> </p> <p style='margin:0in;margin-bottom:.0001pt;text-autospace:none;text-align:justify'>&nbsp;</p> <p style='margin:0in;margin-bottom:.0001pt;text-autospace:none;text-align:justify'>There have been no recent accounting pronouncements issued which are expected to have a material effect on the Company&#146;s financial statements.</p> <!--egx--><p style='margin:0in;margin-bottom:.0001pt;text-autospace:none;text-align:justify'><i>Presentation of Interim Information:</i> </p> <p style='margin:0in;margin-bottom:.0001pt;text-autospace:none;text-align:justify'>&nbsp;</p> <p style='margin:0in;margin-bottom:.0001pt;text-autospace:none;text-align:justify'>The condensed financial statements included herein have been prepared by Ultra Sun Corp. (&#147;we&#148;, &#147;us&#148;, &#147;our&#148; or &#147;Company&#148;) without audit, pursuant to the rules and regulations of the United States Securities and Exchange Commission (&#147;SEC&#148;) and should be read in conjunction with the audited financial statements as of December 31, 2011.&#160; Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted, as permitted by the SEC, although we believe the disclosures, which are made, are adequate to make the information presented not misleading. Further, the condensed financial statements reflect, in the opinion of management, all normal recurring adjustments necessary to present fairly our financial position at September 30, 2012, and the results of our operations and cash flows for the periods presented. The December&nbsp;31, 2011 condensed balance sheet data was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America. </p> <p style='margin:0in;margin-bottom:.0001pt;text-autospace:none;text-align:justify;text-indent:.5in'>&nbsp;</p> <p style='margin:0in;margin-bottom:.0001pt;text-autospace:none;text-align:justify'>Interim results are subject to significant seasonal variations and the results of operations for the nine months ended September 30, 2012 are not necessarily indicative of the results to be expected for the full year.</p> <!--egx--><p style='margin:0in;margin-bottom:.0001pt;text-autospace:none'><i>Nature of Corporation:</i> </p> <p style='margin:0in;margin-bottom:.0001pt;text-autospace:none;text-align:justify'>&nbsp;</p> <p style='margin:0in;margin-bottom:.0001pt;text-autospace:none;text-align:justify'>The Company was organized under the laws of the State of Nevada on November 5, 2004 and has elected a fiscal year end of December 31.&#160; 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).&#160; In connection with the Acquisition, the Company also issued $5,000 in stock and $78,000 in notes payable, and acquired a covenant-not-to-compete with a deemed fair value of $88,118, which has been fully amortized.&#160; </p> <!--egx--><p style='margin:0in;margin-bottom:.0001pt;text-autospace:none'><i>Use of Estimates:</i></p> <p style='margin:0in;margin-bottom:.0001pt;text-autospace:none;margin-right:-1.8pt;text-align:justify'>&nbsp;</p> <p style='margin:0in;margin-bottom:.0001pt;text-autospace:none;text-align:justify'>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. &#160;Actual results could differ from those estimates.</p> <!--egx--><p style='margin:0in;margin-bottom:.0001pt;text-autospace:none'><i>Inventory:</i></p> <p style='margin:0in;margin-bottom:.0001pt;text-autospace:none'>&nbsp;</p> <p style='margin:0in;margin-bottom:.0001pt;text-autospace:none'>Inventory consists of tanning products such as oils and bronzers and candles purchased for resale and is stated at the lower of cost determined by the first-in first-out (FIFO) method or market.&#160; Inventory cost includes those costs directly attributable to the product before sale.</p> <!--egx--><p style='margin:0in;margin-bottom:.0001pt;text-autospace:none;text-align:justify'><i>Fair Value of Financial Instruments:</i></p> <p style='margin:0in;margin-bottom:.0001pt;text-autospace:none'>&nbsp;</p> <p style='margin:0in;margin-bottom:.0001pt;text-autospace:none;text-align:justify;text-autospace:ideograph-numeric ideograph-other'>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&nbsp;accounts payable, accrued liabilities, and notes payable approximate fair value given their short term nature or effective interest rates.</p> <!--egx--><p style='margin:0in;margin-bottom:.0001pt;text-autospace:none;text-align:justify'><i>Cash and Cash Equivalents:</i></p> <p style='margin:0in;margin-bottom:.0001pt;text-autospace:none;margin-right:-1.8pt;text-align:justify;text-autospace:ideograph-numeric ideograph-other'>&nbsp;</p> <!--egx--><p style='margin:0in;margin-bottom:.0001pt;text-autospace:none;text-align:justify'><i>Earnings per Share:</i> </p> <p style='margin:0in;margin-bottom:.0001pt;text-autospace:none;text-align:justify'>&nbsp;</p> <p style='margin:0in;margin-bottom:.0001pt;text-autospace:none;text-align:justify'>Basic earnings per share is computed by dividing income available to common shareholders by the weighted average number of common shares outstanding for the period and contains no dilutive securities. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of an entity.&nbsp; For the nine month periods ended September 30, 2012 and 2011, the Company had no dilutive securities outstanding.&#160; </p> <!--egx--><p style='margin:0in;margin-bottom:.0001pt;text-autospace:none'><i>Revenue Recognition </i></p> <p style='margin:0in;margin-bottom:.0001pt;text-autospace:none'>&nbsp;</p> <p style='margin:0in;margin-bottom:.0001pt;text-autospace:none;text-align:justify'>The Company recognizes revenue from product or tanning sales at the time the purchase is made or services are rendered.&#160; Gift certificates issued are recognized as a liability at the time the gift certificates are sold.<b>&#160; </b>Revenue is recognized for these gift certificates when the services are provided.</p> <!--egx--><p style='margin:0in;margin-bottom:.0001pt;text-autospace:none;text-align:justify;text-autospace:ideograph-numeric ideograph-other'><i>Income Taxes:</i> </p> <p style='margin:0in;margin-bottom:.0001pt;text-autospace:none;text-align:justify;text-autospace:ideograph-numeric ideograph-other'>&nbsp;</p> <p style='margin:0in;margin-bottom:.0001pt;text-autospace:none;text-align:justify;text-autospace:ideograph-numeric ideograph-other'>From November 4, 2004, date of inception, through May 31, 2006, the Company operated as a Subchapter S Corporation for tax purposes and cumulative losses of $163,076 were passed through to the Company&#146;s stockholders.&#160; Effective June 1, 2006, the Company converted to a &#147;C&#148; corporation.&#160; </p> <p style='margin:0in;margin-bottom:.0001pt;text-autospace:none;text-align:justify;text-autospace:ideograph-numeric ideograph-other'>&nbsp;</p> <p style='margin:0in;margin-bottom:.0001pt;text-align:justify'>The Company estimates the annual tax rate based on projected taxable income for the full year and records a quarterly income tax provision in accordance with the anticipated annual rate. As the year progresses, we refine the estimates of the year&#146;s taxable income as new information becomes available, including year-to-date financial results. This continual estimation process can result in a change to the expected effective tax rate for the year. When this occurs, the Company adjusts the income tax provision during the quarter in which the change in estimate occurs so that the year-to-date provision reflects the expected annual tax rate. 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1. Summary of Significant Accounting Policies and Use of Estimates: Income Taxes (Details) (USD $)
9 Months Ended 19 Months Ended
Sep. 30, 2012
Sep. 30, 2011
May 31, 2006
Cumulative losses     $ 163,076
Effective Income Tax Rate, Continuing Operations 0.00% 0.00%  
Tax provisions 4,200 720  
Deferred Tax Assets, Operating Loss Carryforwards 120,000    
Deferred Tax Assets, Net $ 47,000    
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1. Summary of Significant Accounting Policies and Use of Estimates: Nature of Corporation (Details) (USD $)
12 Months Ended
Dec. 31, 2004
Nov. 15, 2004
Acquired net assets at deemed fair value   $ (5,118)
Stock Issued During Period, Value, Acquisitions 5,000  
Company issued notes payable, in connection with acquisition   78,000
Acquisition of covenant-not-to-compete   $ 88,118
XML 14 R2.htm IDEA: XBRL DOCUMENT v2.4.0.6
CONDENSED BALANCE SHEETS (USD $)
Sep. 30, 2012
Dec. 31, 2011
Current Assets    
Cash and cash equivalents $ 6,026 $ 8,028
Inventory 560 1,334
Prepaids    3,576
Total Current Assets 6,586 12,938
Property and equipment, net 3,028 3,828
Deposits 2,728 2,728
Total Assets 12,342 19,494
Current Liabilities    
Accounts payable and accrued expenses 8,186 9,934
Unamortized discharge of indebtedness - current portion 1,443 1,574
Related party notes payable - current portion 45,500 42,500
Accrued interest - related party 14,530 10,968
Total Current Liabilities 69,659 64,976
Long-Term Liabilities    
Unamortized discharge of indebtedness - long-term portion    1,049
Total Long-Term Liabilities    1,049
Total Liabilities 69,659 66,025
Stockholders' Equity    
Preferred stock, $.001 par value, 5,000,000 shares authorized, none issued or outstanding in 2012 and 2011      
Common stock, $.001 par value, 45,000,000 shares authorized, 1,300,000 shares issued and outstanding in 2012 and 2011 1,325 1,300
Additional paid-in capital 239,066 226,341
Accumulated deficit (297,708) (274,172)
Total Stockholders' Equity (57,317) (46,531)
Total Liabilities and Stockholders' Equity $ 12,342 $ 19,494
XML 15 R6.htm IDEA: XBRL DOCUMENT v2.4.0.6
1. Summary of Significant Accounting Policies and Use of Estimates
3 Months Ended
Sep. 30, 2012
1. Summary of Significant Accounting Policies and Use of Estimates:  
1. Summary of Significant Accounting Policies and Use of Estimates:

1. Summary of Significant Accounting Policies and Use of Estimates:

     

Presentation of Interim Information:

 

The condensed financial statements included herein have been prepared by Ultra Sun Corp. (“we”, “us”, “our” or “Company”) without audit, pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”) and should be read in conjunction with the audited financial statements as of December 31, 2011.  Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted, as permitted by the SEC, although we believe the disclosures, which are made, are adequate to make the information presented not misleading. Further, the condensed financial statements reflect, in the opinion of management, all normal recurring adjustments necessary to present fairly our financial position at September 30, 2012, and the results of our operations and cash flows for the periods presented. The December 31, 2011 condensed balance sheet data was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America.

 

Interim results are subject to significant seasonal variations and the results of operations for the nine months ended September 30, 2012 are not necessarily indicative of the results to be expected for the full year.

    

Nature of Corporation:

 

The Company was organized under the laws of the State of Nevada on November 5, 2004 and has elected a fiscal year end of December 31.  On November 15, 2004 (Date of Acquisition) the Company acquired the net assets, with a deemed fair value of ($5,118) on the date of acquisition, and the existing business and trade name of Sahara Sun (a DBA of Neil Blosch, the sole proprietor), for the purpose of continuing operations in the tanning salon business (the Acquisition).  In connection with the Acquisition, the Company also issued $5,000 in stock and $78,000 in notes payable, and acquired a covenant-not-to-compete with a deemed fair value of $88,118, which has been fully amortized. 

 

Use of 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.

 

Inventory:

 

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

 

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 accounts payable, accrued liabilities, and notes payable approximate fair value given their short term nature or effective interest rates.

 

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.

 

Earnings per Share:

 

Basic earnings per share is computed by dividing income available to common shareholders by the weighted average number of common shares outstanding for the period and contains no dilutive securities. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of an entity.  For the nine month periods ended September 30, 2012 and 2011, the Company had no dilutive securities outstanding. 

 

Revenue Recognition

 

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

 

Income Taxes:

 

From November 4, 2004, date of inception, through May 31, 2006, the Company operated as a Subchapter S Corporation for tax purposes and cumulative losses of $163,076 were passed through to the Company’s stockholders.  Effective June 1, 2006, the Company converted to a “C” corporation. 

 

The Company estimates the annual tax rate based on projected taxable income for the full year and records a quarterly income tax provision in accordance with the anticipated annual rate. As the year progresses, we refine the estimates of the year’s taxable income as new information becomes available, including year-to-date financial results. This continual estimation process can result in a change to the expected effective tax rate for the year. When this occurs, the Company adjusts the income tax provision during the quarter in which the change in estimate occurs so that the year-to-date provision reflects the expected annual tax rate. Significant judgment may be required in determining the Company’s effective tax rate and in evaluating our tax positions.

 

The effective income tax rate of 0% for the nine months ended September 30, 2012 and 2011 differed from the statutory rate, due primarily to net operating losses incurred by the Company in past and/or respective period.  For the nine month periods ended September 30, 2012 and 2011 tax benefits of approximately $4,200 and $720 would have been generated.  However, all benefits have been fully offset through an allowance account due to the uncertainty of the utilization of the net operating losses. As of September 30, 2012 the Company had net operating losses of approximately $120,000 resulting in a deferred tax asset of approximately $47,000.  The Company has established a valuation allowance in the full amount of the deferred tax asset due to the uncertainty of the utilization of operating losses in future periods.

 

Pending Accounting Pronouncements:

 

There have been no recent accounting pronouncements issued which are expected to have a material effect on the Company’s financial statements.

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XML 17 R7.htm IDEA: XBRL DOCUMENT v2.4.0.6
1. Summary of Significant Accounting Policies and Use of Estimates (Policies)
3 Months Ended
Sep. 30, 2012
Policies (Detail level 2):  
Presentation of Interim Information:

Presentation of Interim Information:

 

The condensed financial statements included herein have been prepared by Ultra Sun Corp. (“we”, “us”, “our” or “Company”) without audit, pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”) and should be read in conjunction with the audited financial statements as of December 31, 2011.  Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted, as permitted by the SEC, although we believe the disclosures, which are made, are adequate to make the information presented not misleading. Further, the condensed financial statements reflect, in the opinion of management, all normal recurring adjustments necessary to present fairly our financial position at September 30, 2012, and the results of our operations and cash flows for the periods presented. The December 31, 2011 condensed balance sheet data was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America.

 

Interim results are subject to significant seasonal variations and the results of operations for the nine months ended September 30, 2012 are not necessarily indicative of the results to be expected for the full year.

Nature of Corporation:

Nature of Corporation:

 

The Company was organized under the laws of the State of Nevada on November 5, 2004 and has elected a fiscal year end of December 31.  On November 15, 2004 (Date of Acquisition) the Company acquired the net assets, with a deemed fair value of ($5,118) on the date of acquisition, and the existing business and trade name of Sahara Sun (a DBA of Neil Blosch, the sole proprietor), for the purpose of continuing operations in the tanning salon business (the Acquisition).  In connection with the Acquisition, the Company also issued $5,000 in stock and $78,000 in notes payable, and acquired a covenant-not-to-compete with a deemed fair value of $88,118, which has been fully amortized. 

Use of Estimates:

Use of 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.

Inventory:

Inventory:

 

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

Fair Value of Financial Instruments:

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 accounts payable, accrued liabilities, and notes payable approximate fair value given their short term nature or effective interest rates.

Cash and Cash Equivalents:

Cash and Cash Equivalents:

 

Earnings Per Share:

Earnings per Share:

 

Basic earnings per share is computed by dividing income available to common shareholders by the weighted average number of common shares outstanding for the period and contains no dilutive securities. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of an entity.  For the nine month periods ended September 30, 2012 and 2011, the Company had no dilutive securities outstanding. 

Revenue Recognition

Revenue Recognition

 

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

Income Taxes:

Income Taxes:

 

From November 4, 2004, date of inception, through May 31, 2006, the Company operated as a Subchapter S Corporation for tax purposes and cumulative losses of $163,076 were passed through to the Company’s stockholders.  Effective June 1, 2006, the Company converted to a “C” corporation. 

 

The Company estimates the annual tax rate based on projected taxable income for the full year and records a quarterly income tax provision in accordance with the anticipated annual rate. As the year progresses, we refine the estimates of the year’s taxable income as new information becomes available, including year-to-date financial results. This continual estimation process can result in a change to the expected effective tax rate for the year. When this occurs, the Company adjusts the income tax provision during the quarter in which the change in estimate occurs so that the year-to-date provision reflects the expected annual tax rate. Significant judgment may be required in determining the Company’s effective tax rate and in evaluating our tax positions.

 

The effective income tax rate of 0% for the nine months ended September 30, 2012 and 2011 differed from the statutory rate, due primarily to net operating losses incurred by the Company in past and/or respective period.  For the nine month periods ended September 30, 2012 and 2011 tax benefits of approximately $4,200 and $720 would have been generated.  However, all benefits have been fully offset through an allowance account due to the uncertainty of the utilization of the net operating losses. As of September 30, 2012 the Company had net operating losses of approximately $120,000 resulting in a deferred tax asset of approximately $47,000.  The Company has established a valuation allowance in the full amount of the deferred tax asset due to the uncertainty of the utilization of operating losses in future periods.

Pending Accounting Pronouncements:

Pending Accounting Pronouncements:

 

There have been no recent accounting pronouncements issued which are expected to have a material effect on the Company’s financial statements.

XML 18 R3.htm IDEA: XBRL DOCUMENT v2.4.0.6
CONDENSED BALANCE SHEETS (PARENTHETICAL) (USD $)
Sep. 30, 2012
Dec. 31, 2011
Common Stock, par or stated value $ 0.001 $ 0.001
Common Stock, shares authorized 45,000,000 45,000,000
Common Stock, shares issued 1,300,000 1,300,000
Common Stock, shares outstanding 1,300,000 1,300,000
Preferred Stock, par or stated value $ 0.001 $ 0.001
Preferred Stock, shares authorized 5,000,000 5,000,000
Preferred Stock, shares issued 0 0
Preferred Stock, shares outstanding 0 0
XML 19 R1.htm IDEA: XBRL DOCUMENT v2.4.0.6
Document and Entity Information
3 Months Ended
Sep. 30, 2012
Nov. 14, 2012
Document and Entity Information    
Entity Registrant Name ULTRA SUN CORP.  
Document Type 10-Q  
Document Period End Date Sep. 30, 2012  
Amendment Flag false  
Entity Central Index Key 0001360442  
Current Fiscal Year End Date --12-31  
Entity Common Stock, Shares Outstanding   1,325,000
Entity Filer Category Smaller Reporting Company  
Entity Current Reporting Status Yes  
Entity Voluntary Filers No  
Entity Well-known Seasoned Issuer No  
Document Fiscal Year Focus 2012  
Document Fiscal Period Focus Q3  
XML 20 R4.htm IDEA: XBRL DOCUMENT v2.4.0.6
CONDENSED STATEMENTS OF OPERATIONS (Unaudited) (USD $)
3 Months Ended 9 Months Ended
Sep. 30, 2012
Sep. 30, 2011
Sep. 30, 2012
Sep. 30, 2011
Revenues $ 25,451 $ 31,097 $ 127,549 $ 151,777
Cost of revenues 2,191 7,725 11,334 32,799
Gross profit 23,260 23,372 116,215 118,978
General and administrative expenses 47,778 28,319 136,189 117,304
Income (loss) from Operations (24,518) (4,947) (19,974) 1,674
Other Income (Expense):        
Interest expense (1,228) (1,180) (3,562) (3,472)
Income (loss) before income taxes (25,746) (6,127) (23,536) (1,798)
Income tax benefit (expense) - deferred            
Net Income (loss) $ (25,746) $ (6,127) $ (23,536) $ (1,798)
Income (Loss) per Common Share: (Note 1)        
Basic and Diluted $ (0.02) $ 0.00 $ (0.02) $ 0.00
Weighted Average Common Shares Outstanding:        
Basic and Diluted 1,309,890 1,300,000 1,303,297 1,300,000