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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): August 8, 2008
UNIVERSAL DETECTION TECHNOLOGY
(Exact name of Registrant as specified in charter)
California 000-14266 95-2746949
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification Number)
9595 Wilshire Blvd., Suite 700
Beverly Hills, California 90212
(Address of principal executive offices)
Registrant's telephone number, including area code: (310) 248-3655
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
CFR240.14a-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 240.13(e)-4(c))
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FORWARD LOOKING STATEMENTS
This Form 8-K and other reports filed by Registrant from time to time with
the Securities and Exchange Commission (collectively the "Filings") contain or
may contain forward looking statements and information that are based upon
beliefs of, and information currently available to, Registrant's management as
well as estimates and assumptions made by Registrant's management. When used in
the Filings the words "anticipate, "believe", "estimate", "expect", "future",
"intend", "plan" or the negative of these terms and similar expressions as they
relate to Registrant or Registrant's management identify forward looking
statements. Such statements reflect the current view of Registrant with respect
to future events and are subject to risks, uncertainties, assumptions and other
factors relating to Registrant's industry, Registrant's operations and results
of operations and any businesses that may be acquired by Registrant. Should one
or more of these risks or uncertainties materialize, or should the underlying
assumptions prove incorrect, actual results may differ significantly from those
anticipated, believed, estimated, expected, intended or planned.
Although Registrant believes that the expectations reflected in the
forward looking statements are reasonable, Registrant cannot guarantee future
results, levels of activity, performance or achievements. Except as required by
applicable law, including the securities laws of the United States, Registrant
does not intend to update any of the forward-looking statements to conform these
statements to actual results.
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.
Between July 7, 2008 and August 5, 2008, the Registrant entered into four
agreements pursuant to which it has issued 325,520,800 pre-split shares of its
common stock, and 700,000 post-split shares of its common stock (the "Shares").
The offers and sales of the Shares were made in private transactions not
involving a public offering, without any general solicitation or advertising, to
entities with preexisting relationships with the Registrant and, accordingly,
are exempt from the registration requirements of the Securities Act of 1933, as
amended (the "Securities Act"), pursuant to Section 4(2) of the Securities Act.
Prior to the Registrant's July 25, 2008 reverse stock split in the ratio
of two-hundred for one (200:1), 210,937,500 shares were issued at a price of
$0.0001 per share in exchange for the surrender and cancellation of an aggregate
of $21,093.75 of indebtedness owed by the Registrant to the recipients of those
Shares; and, 114,583,300 shares were issued at a price of $0.0001 per share in
exchange for the surrender and cancellation of an aggregate of $11,458.33 of
indebtedness owed by the Registrant to the recipients of those Shares
Subsequent to the Registrant's July 25, 2008 reverse stock split in the
ratio of two-hundred for one (200:1), 300,000 Shares were issued at a price of
$0.015 per share in exchange for the surrender and cancellation of an aggregate
of $4,500.00 of indebtedness owed by the Registrant to the recipients of those
Shares; and, 400,000 Shares were issued at a price of $0.015 per share in
exchange for the surrender and cancellation of an aggregate of $6,000.00 of
indebtedness owed by the Registrant to the recipients of those Shares. The
Registrant has not received and will not receive any other consideration for
these issuances.
[SIGNATURES PAGE FOLLOWS]
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 hereunto duly authorized.
UNIVERSAL DETECTION TECHNOLOGY
By: /s/ Jacques Tizabi
Jacques Tizabi
Chief Executive Officer
Dated: August 8, 2008