8-K

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): June 6, 2011

UNIVERSAL DETECTION TECHNOLOGY

(Exact name of Registrant as specified in charter)

California (State or other jurisdiction of incorporation) 001-09327 (Commission File Number) 95-2746949 (IRS Employer Identification Number)

340 N. Camden Drive, Suite 302

Beverly Hills, California 90210

(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).

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13(e)-4(c))

Item 3.02 Unregistered Sales of Equity Securities

On June 2, 2011, Universal Detection Technology (the "Registrant") entered into several Note Conversion Agreements, whereby principal and interest outstanding under certain promissory notes issued by the Registrant will be converted into unregistered shares of the Registrant's common stock (the "Common Stock").  The issuances aggregate in excess of 5% the Registrant's current issued and outstanding shares of Common Stock as of the date of the filing of the Registrant's most recent Quarterly Report on Form 10-Q.

The Registrant has agreed to issue the following unregistered shares of Common Stock in connection with the conversion of principal and interest under outstanding promissory notes of the Registrant:

The Registrant will issue 85,000,000 shares of Common Stock upon the conversion of $7,650 of principal and interest; and 115,584,555 shares of Common Stock upon the conversion of $10,402.61 of principal and interest. The issuances are to be made to one holder of two separate promissory notes. The aggregate issuance represents 4.84% of the Registrant's issued and outstanding shares of Common Stock on June 2, 2011. The price per share of the conversion was $0.00009.

The Registrant will issue 144,642,857 shares of Common Stock upon the conversion of $10,125 of principal and interest outstanding under one promissory note. The issuance represents 3.49% of the Registrant's issued and outstanding shares on June 2, 2011. The price per share of the conversion was $0.00007.

The Registrant will issue 183,750,000 shares of Common Stock upon the conversion of $14,700 of principal and interest outstanding under one promissory note. The issuance represents 4.44% of the Registrant's issued and outstanding shares of Common Stock on June 2, 2011. The price per share of the conversion was $0.00008.

In the aggregate, the above issuances represent 12.77% of the Registrant's issued and outstanding shares of Common Stock on June 2, 2011.

Upon issuance, the foregoing securities will not be registered under the Securities Act of 1933, as amended. The Registrant did not employ any form of general solicitation or advertising in connection with the offer and sale of the securities described above. In addition, the Registrant believes that the purchasers of the securities are "accredited investors" for the purpose of Rule 501 of the Securities Act. For these reasons, among others, the offer and sale of the securities was made in reliance on the exemption from registration provided by Section 4(2) of the Securities Act or Regulation D promulgated by the Securities and Exchange Commission under the Securities Act.

The form of Conversion Agreement entered into by the Registrant and the holders of the promissory notes converted, is attached to this Current Report as Exhibit 10.1.

Item 9.01 Financial Statements and Exhibits

Exhibit List

10.1 Form of Note Conversion Agreement

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: June 6, 2011

EX-10.1

Exhibit 10.1

UNIVERSAL DETECTION TECHNOLOGY

____________________

Debt Conversion Agreement

____________________

Noteholder:	___
Note Amount: Outstanding Principal:	$___ $___
Interest Rate:	___%
Date of Note:	___
Maturity:	___
Accrued Interest:	$___

________________________________________

____, 2011

REPRODUCTION OF THIS DOCUMENT IS NOT AUTHORIZED

AGREEMENT

This Agreement (the “Agreement”) is entered into by and between Universal Detection Technology (the “Issuer”) and ___ (the “Noteholder”) on the date first shown above. The Noteholder confirms that pursuant to the note dated ___ (the “Note”) in the principal amount of $___ with an interest rate of ___% per annum and a maturity date of ___, the Issuer owes the Noteholder a balance of $___ including principal and accrued interest as of ___.

The Noteholder further agrees to convert the following amount of principal and interest (the “Conversion Amount”) due under the Note into shares of common stock of the Issuer (“Shares”), no par value, at the price stated below. The parties anticipate that the Shares will be eligible for resale pursuant to Rule 144(b)(1).

Principal Being Converted:	$___
Interest Being Converted:	$___
Conversion Price:	$___
Number of Shares to Be Issued:	____

The Noteholder is surrendering for conversion that portion of the principle and interest due under the Note represented by the Conversion Amount and is not furnishing any other or additional consideration to the Issuer. The Noteholder hereby waives, releases, relinquishes and discharges the Issuer of any and all claims and causes of action it now has or that may hereafter arise with respect to the Conversion Amount and agrees to accept the Shares as full satisfaction thereof. No claims are reserved with respect to the Conversion Amount, and the Noteholder expressly waives any and all rights related thereto, except for those provided for herein, that it may have under the provisions of California Civil Code Section 1542, which provides:

“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”

The Noteholder acknowledges and agrees that this Agreement and the waiver set forth herein are valid and binding on the Noteholder in accordance with the terms hereof. The Noteholder represents and warrants that:

·   It has the requisite authority to execute and deliver this Agreement and that the person executing and delivering this Agreement has been duly authorized by the Noteholder to do so;

·   It is not, and has not been for the three months preceding the date hereof, an affiliate of the Issuer and will not hold more than 10% of the issued and outstanding Shares upon consummation of the conversion contemplated hereby; and

·   It has not assigned or transferred, or purported to assign or transfer, the Note or any right or claim in connection therewith to any other person.

This Agreement shall be governed by the laws of the State of California, without regard to the conflict of laws principles thereof. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. This Agreement may not be modified or amended except by a writing signed by both parties hereto. This Agreement may be executed in counterparts, each of which shall be an original, but all of which together shall constitute one and the same agreement. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof.

Agreed to and accepted by:

UNIVERSAL DETECTION TECHNOLOGY	NOTEHOLDER
_________________________	_________________________
By: Jacques Tizabi	Noteholder: ___
Its: CEO	Name: ___