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EX-31 - EX 31.2 CERTIFICATIONS - China Printing & Packaging, Inc.usatherapy10q093009ex312.htm
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EX-31 - EX 31.1 CERTIFICATIONS - China Printing & Packaging, Inc.usatherapy10q093009ex311.htm

U.S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549


FORM 10-Q


(Mark One)


S Quarterly Report under Section 13 or 15(d) of the Securities Exchange Act of 1934

 

For the quarterly period ended Sept. 30, 2009

 

£ Transition Report under Section 13 or 15(d) of the Exchange Act

 

For the Transition Period from ________to __________


Commission File Number: 333-148990


USA THERAPY, INC.

(Exact Name of Registrant as Specified in its Charter)


NEVADA

35-2298521

(State of other jurisdiction of

(I.R.S. Employer

incorporation or organization)

Identification Number)


9500 W. Flamingo Rd. Suite 205

 

Las Vegas, NV

89147

(Address of principal executive offices)

(Zip Code)


Registrant's Phone: (702) 523-5344


Indicate by check mark whether the issuer (1) filed all reports required to be filed by Section13 or 15(d) of the Exchange Act of 1934 during the past 12 months (or such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes S No £


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.


Large accelerated filer

£

Accelerated filer

£

Non-accelerated filer

£

Smaller reporting company

S


Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes S No £


As of Nov. 11, 2009, the issuer had 20,401,000 shares of common stock issued and outstanding.





 

TABLE OF CONTENTS

Page

 

PART I – FINANCIAL INFORMATION

Item 1.

Financial Statements

3

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operation

10

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

12

Item 4.

Controls and Procedures

12

 

PART II – OTHER INFORMATION

 

 

 

Item 1.

Legal Proceedings

13

Item 1A.

Risk Factors

13

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

13

Item 3.

Defaults Upon Senior Securities

13

Item 4.

Submission of Matters to a Vote of Security Holders

13

Item 5.

Other Information

13

Item 6.

Exhibits

13




2



ITEM 1. FINANCIAL STATEMENTS



TABLE OF CONTENTS


1) Balance Sheet as of Sept. 30, 2009 (unaudited) and December 31, 2008


2) Statement of Operations for the period ended Sept. 30, 2009 (unaudited), 2008 (unaudited), and the period from inception (May 3, 2007) to September 30, 2009


3) Statement of Stockholders Equity from inception (May 3, 2007) through September 30, 2009 (unaudited)


4) Statement of Cash Flows for the period ended Sept. 30, 2009 (unaudited), 2008 (unaudited), and the period from inception (May 3, 2007) to September 30, 2009



3




USA THERAPY, INC.

(A Development Stage Company)

Balance Sheets

 

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

September 30,

 

June 30,

 

 

 

2009

 

2009

 

 

 

(unaudited)

 

 

 

 

 

 

 

 

 

 

 

CURRENT ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash

$

14,606

 

$

16,707

 

 

 

 

 

 

 

 

 

 

Total Current Assets

 

14,606

 

 

16,707

 

 

 

 

 

 

 

 

 

 

TOTAL ASSETS

$

14,606

 

$

16,707

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' EQUITY

 

 

 

 

 

 

 

 

CURRENT LIABILITIES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounts Payable

$

-

 

$

240

 

Related party payables

 

1,915

 

 

1,515

 

 

 

 

 

 

 

 

 

 

Total Current Liabilities

 

1,915

 

 

1,755

 

 

 

 

 

 

 

 

STOCKHOLDERS' EQUITY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock, 75,000,000 shares authorized at par value

 

 

 

 

 

 

   of $0.001, 20,401,000 shares issued and outstanding

 

20,401

 

 

20,401

 

Additional paid in capital

 

19,649

 

 

19,649

 

Deficit accumulated during the development stage

 

(27,359)

 

 

(25,098)

 

 

 

 

 

 

 

 

 

 

Total Stockholders' Equity

 

12,691

 

 

14,952

 

 

 

 

 

 

 

 

 

 

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

$

14,606

 

$

16,707

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of these financial statements.




4




USA THERAPY, INC.

(A Development Stage Company)

Statements of Operations

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 From Inception

 

 

 

 

 

 

 

 on May 3,

 

 

 

For theThree Months Ended

 

 2007 Through

 

 

 

September 30,

 

 September 30,

 

 

 

2009

 

2008

 

2009

 

 

 

 

 

 

 

 

 

 

 

REVENUES

$

-

 

$

-

 

$

-

 

 

 

 

 

 

 

 

 

 

 

EXPENSES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

General and administrative

 

2,261

 

 

615

 

 

27,359

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Expenses

 

2,261

 

 

615

 

 

27,359

 

 

 

 

 

 

 

 

 

 

 

LOSS FROM OPERATIONS

 

(2,261)

 

 

(615)

 

 

(27,359)

 

 

 

 

 

 

 

 

 

 

 

OTHER EXPENSES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

-

 

 

-

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Other Expenses

 

-

 

 

-

 

 

-

 

 

 

 

 

 

 

 

 

 

 

LOSS BEFORE TAXES

 

(2,261)

 

 

(615)

 

 

(27,359)

 

 

 

 

 

 

 

 

 

 

 

 

Income Taxes

 

-

 

 

-

 

 

-

 

 

 

 

 

 

 

 

 

 

 

NET LOSS

$

(2,261)

 

$

(615)

 

$

(27,359)

 

 

 

 

 

 

 

 

 

 

 

BASIC AND DILUTED LOSS PER SHARE

$

(0.00)

 

$

(0.00)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

WEIGHTED AVERAGE NUMBER OF

 

 

 

 

 

 

 

 

 SHARES OUTSTANDING

 

20,401,000

 

 

20,000,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of these financial statements




5




USA THERAPY, INC.

(A Development Stage Company)

Statements of Stockholders' Equity

 

 

 

 

 

Deficit

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

Stock

 

During the

 

Total

 

Common Stock

 

Subscriptions

 

Development

 

Stockholders'

 

Shares

 

Amount

 

Receivable

 

Stage

 

Equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, inception, May 3, 2007

-

 

$

-

 

$

-

 

$

-

 

$

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock issued for cash at $0.001 per share

5,000,000

 

 

5,000

 

 

-

 

 

-

 

 

5,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stock subscriptions issued for cash at $0.001 per share

5,000,000

 

 

5,000

 

 

(5,000)

 

 

-

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock issued for services

10,000,000

 

 

10,000

 

 

-

 

 

-

 

 

10,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss from inception through June 30, 2007

-

 

 

-

 

 

-

 

 

(10,000)

 

 

(10,000)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, June 30, 2007

20,000,000

 

 

20,000

 

 

(5,000)

 

 

(10,000)

 

 

5,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash for common stock subscriptions received

-

 

 

-

 

 

5,000

 

 

-

 

 

5,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss for the year ended ended June 30, 2008

-

 

 

-

 

 

-

 

 

(4,503)

 

 

(4,503)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, June, 2008

20,000,000

 

 

20,000

 

 

-

 

 

(14,503)

 

 

5,497

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock issued for cash at $0.05 per share

401,000

 

 

401

 

 

19,649

 

 

-

 

 

20,050

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss for year ended June 30, 2009

-

 

 

-

 

 

-

 

 

(10,595)

 

 

(10,595)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, June 30, 2009

20,401,000

 

 

20,401

 

 

19,649

 

 

(25,098)

 

 

14,952

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss for the three months ended September 30, 2009 (unaudited)

-

 

 

-

 

 

-

 

 

(2,261)

 

 

(2,261)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, September 30, 2009 (unaudited)

20,401,000

 

$

20,401

 

$

19,649

 

$

(27,359)

 

$

12,691

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of these financial statements.




6




USA THERAPY, INC.

(A Development Stage Company)

Statements of Cash Flows

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

From Inception

 

 

 

 

 

 

 

 

on May 3,

 

 

 

 

For the Three Months Ended

 

2007 Through

 

 

 

 

September 30,

 

September 30,

 

 

 

 

2009

 

2008

 

2009

 

 

 

 

 

 

 

 

 

OPERATING ACTIVITIES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

$

(2,261)

 

$

(615)

 

$

(27,359)

 

Adjustments to reconcile net loss to net cash

 

 

 

 

 

 

 

 

 

 used by operating activities:

 

 

 

 

 

 

 

 

 

 

Common stock issued for services

 

-

 

 

-

 

 

10,000

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

 

 

Changes in accrued expenses

 

(240)

 

 

-

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Cash Used by

 

 

 

 

 

 

 

 

 

 

 

 Operating Activities

 

(2,501)

 

 

(615)

 

 

(17,359)

 

 

 

 

 

 

 

 

 

 

 

 

INVESTING ACTIVITIES

 

-

 

 

-

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

FINANCING ACTIVITIES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Proceeds from related party payable

 

400

 

 

-

 

 

1,915

 

 

Proceeds from sale of common stock

 

-

 

 

-

 

 

30,050

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Cash Provided by

 

 

 

 

 

 

 

 

 

 

 

 Financing Activities

 

400

 

 

-

 

 

31,965

 

 

 

 

 

 

 

 

 

 

 

 

NET INCREASE (DECREASE) IN CASH

 

(2,101)

 

 

(615)

 

 

14,606

 

 

 

 

 

 

 

 

 

 

 

 

CASH AT BEGINNING OF PERIOD

 

16,707

 

 

6,127

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

CASH AT END OF PERIOD

$

14,606

 

$

5,512

 

$

14,606

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SUPPLEMENTAL DISCLOSURES OF

 

 

 

 

 

 

 

 

 

CASH FLOW INFORMATION

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CASH PAID FOR:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest

$

-

 

$

-

 

$

-

 

 

Income Taxes

$

-

 

$

-

 

$

-

 

 

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of these financial statements.




7



USA THERAPY, INC.

(A Development Stage Company)

Notes to Financial Statements

September 30, 2009


NOTE 1 - CONDENSED FINANCIAL STATEMENTS


The accompanying financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at September 30, 2009, and for all periods presented herein, have been made.


Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company's June 30, 2009 audited financial statements. The results of operations for the periods ended September 30, 2009 and 2008 are not necessarily indicative of the operating results for the full years.


NOTE 2 - GOING CONCERN


The Company's financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.


In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management's plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking equity and/or debt financing. However management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.


The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.


NOTE 3 – SIGNIFICANT ACCOUNTING POLICIES


Use of Estimates


The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.


Development Stage Company


The Company is considered a development stage company, having limited operating revenues during the period presented, as defined by Statement of Financial Accounting Standards (“SFAS”) No. 7. SFAS No. 7 requires companies to report their operations, shareholders equity and cash flows since inception through the date that revenues are generated from management’s intended operations, among other things. Management has defined inception as May 3, 2007. Since inception, the Company has incurred a net loss of $27,359. Management has provided financial data since May 3, 2007, “Inception”, in the financial statements.


Recent Accounting Pronouncements


In May 2009, the FASB issued new accounting literature regarding subsequent events. This pronouncement establishes standards for accounting for and disclosing subsequent events (events which occur after the balance sheet date but before financial statements are issued or are available to be issued). The guidance requires and entity to disclose the date subsequent events were evaluated and whether that evaluation took place on the date financial statements were issued or were available to be issued. It is effective for interim and annual periods ending after June 15, 2009. The adoption of this guidance did not have a material impact on the Company’s financial condition or results of operation.



8



USA THERAPY, INC.

(A Development Stage Company)

Notes to Financial Statements

September 30, 2009


NOTE 3 – SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)


In June 2009, the FASB issued new accounting literature regarding accounting for transfers of financial assets, which is intended to improve the relevance, representational faithfulness, and comparability of the information that a reporting entity provides in its financial statements about a transfer of financial assets: the effects of a transfer on its financial position, financial performance , and cash flows: and a transferor’s continuing involvement, if any, in transferred financial assets. This statement must be applied as of the beginning of each reporting entity’s first annual reporting period that begins after November 15, 2009. The Company does not expect the adoption of this standard to have an impact on the Company’s results of operations, financial condition or cash flows.


In June 2009, the FASB issued new accounting literature regarding amendments to FASB Interpretation No. 46(R). The new guidance is intended to (1) address the effects on certain provisions of FASB Interpretation No. 46 (revised December 2003), Consolidation of Variable Interest Entities, as a result of the elimination of the qualifying special-purpose entity concept in FAS 166, and (2) constituent concerns about the application of certain key provisions of Interpretation 46(R), including those in which the accounting and disclosures under the Interpretation do not always provided timely and useful information about an enterprise’s involvement in a variable interest entity. This statement must be applied as of the beginning of each reporting entity’s first annual reporting period that begins after November 15, 2009. The Company does not expect the adoption of this guidance to have an impact on the Company’s results of operations, financial condition or cash flows.


In June 2009, the FASB issued new accounting literature regarding The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles”. This literature will become the source of authoritative U.S. generally accepted accounting principles (GAAP) recognized by the FASB to be applied by nongovernmental entities. Rules and interpretive releases of the Securities and Exchange Commission (SEC) under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. On the effective date of this Statement, the Codification will supersede all then-existing non-SEC accounting and reporting standards. All other nongrandfathered non-SEC accounting literature not included in the Codification will become nonauthoritative. This statement is effective for financial statements issued for interim and annual periods ending after September 15, 2009.The Company does not expect the adoption of this literature to have an impact on the Company’s results of operations, financial condition or cash flows. The company has adopted this standard in this report.


NOTE 4 -RELATED PARTY TRANSACTIONS


The Company has received cash advances totaling $1,915 from a related party. The cash advances are unsecured, non interest bearing and due upon demand. As such, the advances are treated as current liabilities to support current operating activities, and are presented as related party payables as of September 30, 2009 and June 30, 2009.


NOTE 5 – SUBSEQUENT EVENTS


There were no reportable subsequent events from September 30, 2009 through the date this report is filed.



9



ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS


FORWARD-LOOKING STATEMENTS


This Form 10-Q includes "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical facts, included or incorporated by reference in this Form 10-Q which address activities, events or developments which the Company expects or anticipates will or may occur in the future, including such things as future capital expenditures (including the amount and nature thereof); finding suitable merger or acquisition candidates; expansion and growth of the Company's business and operations; and other such matters are forward-looking statements. These statements are based on certain assumptions and analyses made by the Company in light of its experience and its perception of historical trends, current conditions and expected future developments, as well as other factors it believes are appropriate under the circumstances. However, whether actual results or developments will conform with the Company's expectations and predictions is subject to a number of risks and uncertainties, including general economic, market and business conditions; the business opportunities (or lack thereof) that may be presented to and pursued by the Company; changes in laws or regulation; and other factors, most of which are beyond the control of the Company.


These forward-looking statements can be identified by the use of predictive, future-tense or forward-looking terminology, such as "believes," "anticipates," "expects," "estimates," "plans," "may," "will," or similar terms. These statements appear in a number of places in this Filing and include statements regarding the intent, belief or current expectations of the Company, and its directors or its officers with respect to, among other things: (i) trends affecting the Company's financial condition or results of operations for its limited history; (ii) the Company's business and growth strategies; and, (iii) the Company's financing plans. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve significant risks and uncertainties, and that actual results may differ materially from those projected in the forward-looking statements as a result of various factors. Such factors that could adversely affect actual results and performance include, but are not limited to, the Company's limited operating history, potential fluctuations in quarterly operating results and expenses, government regulation, technological change and competition.


Consequently, all of the forward-looking statements made in this Form 10-QSB are qualified by these cautionary statements and there can be no assurance that the actual results or developments anticipated by the Company will be realized or, even if substantially realized, that they will have the expected consequence to or effects on the Company or its business or operations. The Company assumes no obligations to update any such forward-looking statements.


GENERAL DESCRIPTION OF BUSINESS


USA Therapy, Inc. ("USAT" or the "Company"), incorporated in the State of Nevada on May 3, 2007, is a development stage company with the principal business objective of becoming a provider of short to long-term and temporary, screened and qualified, licensed therapists (including, but not limited to, physical, occupational and speech therapists) for hospitals, nursing homes, board and care facilities and other similar community resources. USAT is committed to achieving a standard of excellence that sets us far above our competition by providing a healing environment, quality care, a skilled and motivated workforce, close collaboration with health care professionals and ethical practices all to the benefit of the individual customer.


USA Therapy has expanded its services into the Estate Planning industry. It has started a separate company known as USA Estate Plans, LLC. USA Estate Plans will provide estate planning services to doctors, nurses and patients in nursing homes, assisted living facilities and hospitals. These services include Last Will and Testaments, Living Trusts, Living Wills and Power of Attorneys.


We are a small, start-up company that has generated no revenues and that lacks a stable customer base. Since our inception to the present, we have not generated any revenues. We believe that the funds expected to be received from the maximum sale of our common equity will be sufficient to finance our efforts to become operational and carry us through the next twelve (12) months. We believe that the recurring revenues from sales of services will be sufficient to support ongoing operations. Unfortunately, there can be no assurance that the actual expenses incurred will not materially exceed our estimates or that cash flows from sales of services will be adequate to maintain our business. As a result, our independent auditors have expressed substantial doubt about our ability to continue as a going concern. If we do not produce sufficient cash flow to support our operations over the next 12 months, we may need to raise additional capital by issuing capital stock in exchange for cash in order to continue as a going concern. There are no formal or informal agreements to attain such financing. We cannot assure you that any financing can be obtained or, if obtained, that it will be on reasonable terms. Without securing additional capital, it may be unlikely for us to stay in business.



10



PRINCIPAL SERVICES AND MARKET


USA Therapy, Inc. (hereinafter referred to as the “Company” or “USAT”) is a developmental stage Nevada Corporation, possessing the expertise to provide short term, long term, and temporary to permanent placements of qualified, licensed therapists (including physical, occupational, and speech therapists) in hospitals and nursing homes. We are committed to achieving a standard of excellence that sets us far above our competition.


We recognize that each prospective customer we serve has different needs, requirements and concerns pertinent to their business. Our primary customer service goal is to tailor specific solutions to suit each particular customer’s needs and concerns.


BUSINESS OF ISSUER


There is such a growing need for qualified, licensed therapists that hospitals, nursing facilities and home-care companies are looking for more dependable companies to provide this service. As the baby boomer generation gets older this need will continue to grow. USAT is there to supply this demand. We intend to provide prompt professional therapists to hospitals and nursing facilities on a regular, semi-regular or temporary basis. Our services will include full time and supplemental staffing for occupational, physical and speech therapists. These therapists are Certified Licensed Professionals that are prompt and efficient. We intend to provide coverage 7 days a week including holidays, vacations, evenings or weekend shifts. We can also cover for unexpected sick days, all within a competitive pricing plan.


USAT will serve skilled nursing facilities and hospitals by providing and managing physical, occupational and speech therapy services. Our programs are designed to provide rehabilitative care to both the short-stay patient and long-term care resident in the facility. Therapy services in this setting meet the needs of patients with a wide range of conditions that include neurological, orthopedic and other conditions common to the geriatric patient.


Our experienced therapists will develop individualized therapy programs based on the needs of the specific client. We also intend to offer specialty programs that address areas such as dementia, low vision and restorative nursing.


SERVICE DEVELOPMENT


USAT has researched the growing demand for qualified therapists in the nursing home industry. The company has found a need to supply dependable and qualified therapists to nursing homes. USAT will serve skilled nursing facilities and hospitals by providing and managing physical, occupational and speech therapy services. Our programs are designed to provide rehabilitative care to both the short-stay patient and long-term care resident in the facility. Therapy services in this setting meet the needs of patients with a wide range of conditions that include neurological, orthopedic and other conditions common to the geriatric patient.


The type of care may range from long-term to short-term stays. Long-term stays are appropriate for the elderly person that can no longer safely remain at home and need more assistance with his or her daily living activities than permitted at an assisted living facility.

Our therapists, who will present an impeccable image of professionalism, will be school trained and licensed in accordance with all state and local government entities as required by law.


We recognize that each prospective customer we will serve has different needs, requirements and concerns pertinent to their own specific requirements causing them to seek therapeutic treatment. Our primary customer service goal is to create an atmosphere conducive to repeat business and tailor specific solutions to suit each particular customer’s needs and concerns.


MARKET GROWTH AND STRATEGY


The revenue generating sales for the company will initially be developed from within the relationships that Kathy Kestler has in the nursing home industry. She and her associates have over 20 years of combined expertise and contacts in the nursing home and health care industry. Additionally, we believe that several competitors’ services are similar of ours, but range in availability and expertise. We believe that many competitors do not focus on the nursing home industry where these trends are showing growth.


The demand for qualified therapists is strong and growing. As the baby boomer market ages the need for therapists will continue to grow. We will look to expand into other states as this occurs.



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MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS


The Company has a limited operating history upon which an evaluation of the Company, its current business and its prospects can be based. The Company's prospects must be considered in light of the risks, uncertainties, expenses and difficulties frequently encountered by companies in their early stages of development. Such risks include inadequate funding the company's inability to anticipate and adapt to a developing market, the failure of the company's infrastructure, changes in laws that adversely affect the company's business, the ability of the Company to manage its operations, including the amount and timing of capital expenditures and other costs relating to the expansion of the company's operations, the introduction and development of different or more extensive communities by direct and indirect competitors of the Company, including those with greater financial, technical and marketing resources, the inability of the Company to attract, retain and motivate qualified personnel and general economic conditions.


The Company expects that its operating expenses will increase significantly, especially as it implements its business plan. To the extent that increases in its operating expenses precede or are not followed by commensurate increases in revenues, or that the Company is unable to adjust operating expense levels accordingly, the Company's business, results of operations and financial condition would be materially and adversely affected. There can be no assurances that the Company can achieve or sustain profitability or that the Company's operating losses will not increase in the future.


RESULTS OF OPERATIONS


The Company has achieved no significant revenue or profits to date, and the Company anticipates that it will continue to incur net losses for the foreseeable future. The Company incurred a net loss of approximately $2,261 for the three months ended Sept. 30, 2009, compared with a net loss of $ 615 for the three months ended Sept. 30, 2008.


The quarter's activities were financed primarily through previous sales of restricted common stock.


LIQUIDITY AND CAPITAL RESOURCES


Since its inception the Company has had limited operating capital, and has relied heavily on debt and equity financing.


Our independent auditors have expressed their substantial doubt as to the Company's ability to continue as a going concern. Without additional capital, it is unlikely that the Company can continue as a going concern. The Company plans to raise operating capital via debt and equity offerings. However, there are no assurances that such offerings will be successful or sufficient to fund the operations of the Company. In the event the offerings are insufficient, the Company has not formulated a plan to continue as a going concern. Moreover, if such offerings are successful, they may result in substantial dilution to the existing shareholders.


CRITICAL ACCOUNTING POLICIES


In Financial Reporting release No. 60, "CAUTIONARY ADVICE REGARDING DISCLOSURE ABOUT CRITICAL ACCOUNTING POLICIES" ("FRR 60"), the Securities and Exchange Commission suggested that companies provide additional disclosure and commentary on their most critical accounting policies. In FRR 60, the SEC defined the most critical accounting policies as the ones that are most important to the portrayal of a company's financial condition and operating results, and require management to make its most difficult and subjective judgments, often as a result of the need to make estimates of matters that are inherently uncertain. Based on this definition, our most critical accounting policies include: non-cash compensation valuation that affects the total expenses reported in the current period and the valuation of shares and underlying mineral rights acquired with shares. The methods, estimates and judgments we use in applying these most critical accounting policies have a significant impact on the results we report in our financial statements.


ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK


The Company is not exposed to market risk related to interest rates or foreign currencies.


CONTROLS AND PROCEDURES


ITEM 4. CONTROLS AND PROCEDURES


The Company carried out an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures pursuant to Exchange Act Rule 13a-14. This evaluation was done under the supervision and with the participation of the Company's President and Chief Financial Officer. Based upon that evaluation, they concluded that on Sept. 30, 2009, the Company's disclosure controls and procedures are not effective in gathering, analyzing and disclosing information needed to satisfy the Company's disclosure obligations under the Exchange Act.



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Changes in Internal Control Over Financial Reporting

 

There were no changes in the Company’s internal control over financial reporting identified in connection with the foregoing evaluation that occurred during the first quarter of 2009 that have materially affected, or are reasonably likely to materially affect the Company’s internal control over financial reporting.


PART II OTHER INFORMATION


ITEM 1. LEGAL PROCEEDINGS


The Company is not a party to any legal proceedings.


ITEM 1A. RISK FACTORS


There are no material changes in the risk factors set forth in Part I, Item 1A of the Company’s 10K for June 30, 2009.


ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS


There were no sales of unregistered equity securities during the covered time period.


ITEM 3. DEFAULTS UPON SENIOR SECURITIES


None.


ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS


None.


ITEM 5. OTHER INFORMATION


None.


ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K


The following documents are included or incorporated by reference as exhibits to this report:


Exhibit

Number


Description

31.1

Certification of Chief Executive Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2

Certification of Chief Financial Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1

Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.1

Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002


(b) REPORTS ON FORM 8-K


None.



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SIGNATURES


In accordance with Section 13 or 15 (d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Date: Nov. 11, 2009


 

USA Therapy, Inc.

 

Registrant

 

 

 

 

 

By: /s/ Todd Bauman     

 

Todd Bauman

Chief Financial Officer





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