UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(D) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 12, 2006
UNIVERSAL TANNING VENTURES, INC.
(Exact name of Registrant as specified in its charter)
| Delaware | 000-50284 | 80-0025175 | ||
(State or other Jurisdiction of Incorporation or organization) | (Commission File Number) | (IRS Employer I.D. No.) |
600 East Altamonte Drive, Unit 1050
Altamonte Springs, Florida 32701
(407) 260-9206
(Address, including zip code, and telephone and facsimile numbers, including area code, of registrant’s executive offices)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
SECTION 1 – REGISTRANT’S BUSINESS AND OPERATIONS
Item 1.01 Entry into a Material Definitive Agreement
On or about May 12, 2006, we entered into an agreement (the “Agreement”) with Rhino Island Capital, Ltd., a BVI International Business Company. Rhino will be able to purchase up to 35,000,000 restricted shares of our common stock in a private offering pursuant to and based upon the terms and conditions set in the Agreement. The Company has issued 2,000,000 shares of our common stock in advance of and in anticipation of the purchase of such shares by Rhino. The Company will be limited in the number of shares of stock it can issue pursuant to the Agreement until such time that the stockholders of the Company can approve amending the Articles of Incorporation to increase the number of authorized shares for issuance above its current level of 10,000,000 shares.
SIGNATURE PAGE
Pursuant to the requirement of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be singed on its behalf by the undersigned hereunto duly authorized.
| UNIVERSAL TANNING VENTURES, INC. | ||||
| Dated: May 18, 2006 | By: | /s/ Glen Woods | ||
| Glen Woods | ||||
| President | ||||
