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 16, 2005
Ultimate Franchise Systems, Inc.
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(Exact name of registrant as specified in its charter)
Nevada 000-23545 84-1317674
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(State or other (Commission (I.R.S. Employer
jurisdiction of incorporation) File Number) Identification No.)
300 International Parkway, Suite 100
Heathrow, FL 32746
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(Address of principal executive offices) (zip code)
(407) 333-8998
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(Registrant's telephone number, including area code)
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(Former name or former address, if changed since last report.)
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:
[ ] 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))
Item 8.01 Other Events
As a result of a number of factors, including increased costs
associated with the Sarbanes-Oxley Act of 2002 and our ongoing reporting
obligations, we have elected to terminate our registration under Section 12(g)
of the Securities Act of 1934 by filing a Form 15. During the pendency of our
Form 15 filing, which is anticipated to be effective in approximately 90 days,
we anticipate restructuring our shareholder base in order come fully into
compliance with Rule 12g-4(a)(1)(i) and (ii) by reducing our number of
shareholders. Following the filing, our common stock will continue to be traded
on the Pink Sheets.
EXHIBITS
None.
2
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.
Dated: May 16, 2005 Ultimate Franchise Systems, Inc.,
a Nevada corporation
/s/ Christopher M. Swartz
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By: Christopher M. Swartz
Its: President