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): February 9, 2007
UNIVERSAL DETECTION TECHNOLOGY
(Exact name of Registrant as specified in charter)
CALIFORNIA 0-14266 95-2746949
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) 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.
[_] 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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THIS CURRENT REPORT ON FORM 8-K AND OTHER REPORTS FILED BY THE REGISTRANT FROM
TIME TO TIME WITH THE SECURITIES AND EXCHANGE COMMISSION (COLLECTIVELY THE
"FILINGS") CONTAIN FORWARD LOOKING STATEMENTS AND INFORMATION THAT ARE BASED
UPON BELIEFS OF, AND INFORMATION CURRENTLY AVAILABLE TO, THE REGISTRANT'S
MANAGEMENT, AS WELL AS ESTIMATES AND ASSUMPTIONS MADE BY THE 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 THE REGISTRANT OR THE REGISTRANT'S
MANAGEMENT IDENTIFY FORWARD LOOKING STATEMENTS. SUCH STATEMENTS REFLECT THE
CURRENT VIEW OF THE REGISTRANT WITH RESPECT TO FUTURE EVENTS AND ARE SUBJECT TO
RISKS, UNCERTAINTIES, ASSUMPTIONS AND OTHER FACTORS RELATING TO THE REGISTRANT'S
INDUSTRY, OPERATIONS AND RESULTS OF OPERATIONS AND ANY BUSINESSES THAT MAY BE
ACQUIRED BY THE 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.
SECTION 3 - SECURITIES AND TRADING MARKETS
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.
During the period January 1, 2006 through February 9, 2007, Registrant
issued an aggregate of 184,625,000 shares of its common stock (the "Shares").
Such issuances were not registered under the Securities Act of 1933 as amended
(the "Act"). The offer and sale of the Shares is exempt from the registration
requirements of the Securities Act of 1933, as amended (the "Securities Act"),
under Rule 506 insofar as: (1) the recipients are all accredited within the
meaning of Rule 501(a); (2) the transfer of the Shares was restricted by the
Registrant in accordance with Rule 502(d); (3) there were no more than 35
non-accredited investors in any transaction within the meaning of Rule 506(b)
after taking into consideration all prior investors under Section 4(2) of the
Securities Act within the six months preceding the transaction; and (4) the
offer and sale of the Shares was not effected through any general solicitation
or general advertising within the meaning of Rule 502(c).
Of the 184,625,000 Shares issued, 166,000,000 Shares were issued at a
price of $0.006 per share and 18,625,000 Shares were issued at a price of
$0.0004 per share. The Shares were issued in consideration of the surrender and
cancellation of indebtedness owed from the Registrant to certain of the
recipients and in consideration of consulting services rendered to the
Registrant by certain of the recipients. There was no cash consideration for the
issuances. A total of $674,500 of indebtedness what canceled in exchange for the
Shares and the balance of the Share were issued for consulting services.
Of the 184,625,000 shares, 100,000,000 were issued to Mr. Jacques
Tizabi, the Registrant's Chief Executive Officer and director. Mr. Tizabi has
reported this issuance to him on a Form 4 filed with the Securities and Exchange
Commission. The Shares were issued to Mr. Tizabi in exchange for the surrender
and cancellation of indebtedness owed by the Registrant to Mr. Tizabi in the
amount of $600,000.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
None.
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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.
Date: February 13, 2007
UNIVERSAL DETECTION TECHNOLOGY
By: /S/ JACQUES TIZABI
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Jacques Tizabi
Chief Executive Officer
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