U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
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X. | Quarterly Report under Section 13 or 15(d) of the Securities Exchange Act of 1934 |
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| For the quarterly period ended March 31, 2009 |
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. | Transition Report under Section 13 or 15(d) of the Exchange Act |
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| For the Transition Period from ________to __________ |
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Commission File Number: 333-148990
USA THERAPY, INC.
(Exact Name of Registrant as Specified in its Charter)
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NEVADA | 35-2298521 |
(State of other jurisdiction of | (I.R.S. Employer |
incorporation or organization) | Identification Number) |
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5440 W. Sahara, 105 | |
Las Vegas, NV 89123 | 89135 |
(Address of principal executive offices) | (Zip Code) |
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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 X. 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 | . | Small Business Issuer | X. |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes X. No .
As of Sept. 30, 2008, the issuer had 20,000,000 shares of common stock issued and outstanding.
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| 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 | 9 |
Item 3. | Quantitative and Qualitative Disclosures about Market Risk | 11 |
Item 4. | Controls and Procedures | 11 |
PART II – OTHER INFORMATION |
Item 1. | Legal Proceedings | 12 |
Item 1A. | Risk Factors | 12 |
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 12 |
Item 3. | Defaults Upon Senior Securities | 12 |
Item 4. | Submission of Matters to a Vote of Security Holders | 12 |
Item 5. | Other Information | 12 |
Item 6. | Exhibits | 12 |
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ITEM 1. FINANCIAL STATEMENTS
| | | | | | |
USA THERAPY, INC. |
(A Development Stage Company) |
Balance Sheets |
| | | | | | |
ASSETS | | | | |
| | | | March 31, | | June 30, |
| | | | 2009 | | 2008 |
| | | | (unaudited) | | |
| | | | | | |
CURRENT ASSETS | | | | |
| | | | | | |
| Cash | $ | 3,212 | $ | 6,127 |
| | | | | | |
| | Total Current Assets | | 3,212 | | 6,127 |
| | | | | | |
| | TOTAL ASSETS | $ | 3,212 | $ | 6,127 |
| | | | | | |
LIABILITIES AND STOCKHOLDERS' EQUITY | | | | |
CURRENT LIABILITIES | | | | |
| | | | | | |
| Related party payables | $ | 90 | $ | 90 |
| | | | | | |
| | Total Current Liabilities | | 90 | | 90 |
| | | | | | |
STOCKHOLDERS' EQUITY | | | | |
| | | | | | |
| Common stock, 75,000,000 shares authorized at par value | | | | |
| of $0.001, 20,000,000 shares issued and outstanding | | 20,000 | | 20,000 |
| Accumulated deficit | | (16,878) | | (13,963) |
| | | | | | |
| | Total Stockholders' Equity | | 3,122 | | 6,037 |
| | | | | | |
| | TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ | 3,212 | $ | 6,127 |
The accompanying notes are an integral part of these financial statements.
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| | | | | | | | | | | | |
USA THERAPY, INC. |
(A Development Stage Company) |
Statements of Operations |
(unaudited) |
| | | | | | | | | | | | |
| | | | | | | | | | | | From Inception |
| | | | For the Three | | For the Three | | For the Nine | | For the Nine | | on May 3, |
| | | | Months Ended | | Months Ended | | Months Ended | | Months Ended | | 2007 Through |
| | | | March 31, | | March 31, | | March 31, | | March 31, | | March 31, |
| | | | 2009 | | 2008 | | 2009 | | 2008 | | 2009 |
REVENUES | $ | - | $ | - | $ | - | $ | - | $ | - |
| | | | | | | | | | | | |
EXPENSES | | | | | | | | | | |
| | | | | | | | | | | | |
| General and administrative | | 2,300 | | 29 | | 2,915 | | 3,388 | | 16,878 |
| | | | | | | | | | | | |
| | Total Expenses | | 2,300 | | 29 | | 2,915 | | 3,388 | | 16,878 |
| | | | | | | | | | | | |
LOSS FROM OPERATIONS | | (2,300) | | (29) | | (2,915) | | (3,388) | | (16,878) |
| | | | | | | | | | | | |
OTHER EXPENSES | | | | | | | | | | |
| | | | | | | | | | | | |
| Interest expense | | - | | - | | - | | - | | - |
| | | | | | | | | | | | |
| | Total Other Expenses | | - | | - | | - | | - | | - |
| | | | | | | | | | | | |
LOSS BEFORE TAXES | | (2,300) | | (29) | | (2,915) | | (3,388) | | (16,878) |
| | | | | | | | | | | | |
| Income Tax Expense | | - | | - | | - | | - | | - |
| | | | | | | | | | | | |
NET LOSS | $ | (2,300) | $ | (29) | $ | (2,915) | $ | (3,388) | $ | (16,878) |
| | | | | | | | | | | | |
BASIC LOSS PER SHARE | | (0) | | (0) | | (0) | | (0) | | |
| | | | | | | | | | | | |
WEIGHTED AVERAGE NUMBER OF | | | | | | | | | |
SHARES OUTSTANDING | | 20,000,000 | | 20,000,000 | | 20,000,000 | | 20,000,000 | | |
| | | | | | | | | | | | |
The accompanying notes are an integral part of these financial statements.
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| | | | | | | | | |
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, March 6, 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 | - | | - | | - | | (3,963) | | (3,963) |
| | | | | | | | | |
Balance, June, 2008 | 20,000,000 | | 20,000 | | - | | (13,963) | | 6,037 |
| | | | | | | | | |
Net loss for the nine months ended | | | | | | | | | |
March 31, 2009 (unaudited) | - | | - | | - | | (2,915) | | (2,915) |
| | | | | | | | | |
Balance, March 31, 2009 (unaudited) | 20,000,000 | $ | 20,000 | $ | - | $ | (16,878) | $ | 3,122 |
| | | | | | | | | |
The accompanying notes are an integral part of these financial statements.
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| | | | | | | | | |
USA THERAPY, INC. |
(A Development Stage Company) |
Statements of Cash Flows |
(unaudited) |
| | | | | | From Inception |
| | For the Nine | | For the Nine | | on May 3, |
| | Months Ended | | Months Ended | | 2007 Through |
| | March 31, | | March 31, | | March 31, |
| | 2009 | | 2008 | | 2009 |
| | | | | | |
OPERATING ACTIVITIES | | | | | | |
| | | | | | | | | |
| Net loss | $ | (2,915) | $ | (3,388) | $ | (16,878) |
| 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 related party receivables | | - | | 90 | | 90 |
| | | | | | | | | |
| | | Net Cash Used in | | | | | | |
| | | Operating Activities | | (2,915) | | (3,298) | | (6,788) |
| | | | | | | | | |
INVESTING ACTIVITIES | | - | | - | | - |
| | | | | | | | | |
FINANCING ACTIVITIES | | | | | | |
| | | | | | | | | |
| | Proceeds from sale of common stock | | - | | - | | 10,000 |
| | Proceeds from stock subscriptions | | - | | 5,000 | | - |
| | | | | | | | | |
| | | Net Cash Provided by | | | | | | |
| | | Financing Activities | | - | | 5,000 | | 10,000 |
| | | | | | | | | |
NET DECREASE IN CASH | | (2,915) | | 1,702 | | 3,212 |
| | | | | | | | | |
CASH AT BEGINNING OF PERIOD | | 6,127 | | 5,000 | | - |
| | | | | | | | | |
CASH AT END OF PERIOD | $ | 3,212 | $ | 6,702 | $ | 3,212 |
| | | | | | | | | |
SUPPLEMENTAL DISCLOSURES OF | | | | | | |
| CASH FLOW INFORMATION | | | | | | |
| | | | | | | | | |
| CASH PAID FOR: | | | | | | |
| | | | | | | | | |
| | Interest | $ | - | $ | - | $ | - |
| | Income Taxes | $ | - | $ | - | $ | - |
| | | | | | | | | |
The accompanying notes are an integral part of these financial statements.
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USA THERAPY, INC.
(A Development Stage Company)
Notes to the Financial Statements
March 31, 2009 and 2008
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 March 31, 2009 and for all periods presented 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, 2008 audited financial statements. The results of operations for the period ended March 31, 2009 and 2008 are not necessarily indicative of the operating results for the full year.
NOTE 2 - GOING CONCERN
The Company’s financial statements are prepared using generally accepted accounting principles applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has had no revenues and has generated losses from operations.
In order to continue as a going concern and achieve a profitable level of operations, the Company will need, among other things, additional capital resourcesand to develop a consistent source of revenues. Management’s plans include of investing in and developing all types of businesses related to the entertainment industry.
The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plan described in the preceding paragraph and eventually 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.
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USA THERAPY, INC.
(A Development Stage Company)
Notes to the Financial Statements
March 31, 2009 and 2008
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.
Recent Accounting Pronouncements
In June 2008, the FASB issued FASB Staff Position EITF 03-6-1,Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities, (“FSP EITF 03-6-1”). FSP EITF 03-6-1 addresses whether instruments granted in share-based payment transactions are participating securities prior to vesting, and therefore need to be included in the computation of earnings per share under the two-class method as described in FASB Statement of Financial Accounting Standards No. 128, “Earnings per Share.” FSP EITF 03-6-1 is effective for financial statements issued for fiscal years beginning on or after December 15, 2008 and earlier adoption is prohibited. We are not required to adopt FSP EITF 03-6-1; neither do we believe that FSP EITF 03-6-1 would have material effect on our consolidated financial positionand results of operations if adopted.
In May 2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 163, “Accounting for Financial Guarantee Insurance Contracts-and interpretation of FASB Statement No. 60”. SFAS No. 163 clarifies how Statement 60 applies to financial guarantee insurance contracts, including the recognition and measurement of premium revenue and claims liabilities. This statement also requires expanded disclosures about financial guarantee insurance contracts. SFAS No. 163 is effective for fiscal years beginning on or after December 15, 2008, and interim periods within those years. SFAS No. 163 has no effect on the Company’s financial position, statements of operations, or cash flows at this time.
In May 2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles”. SFAS No. 162 sets forth the level of authority to a given accounting pronouncement or document by category. Where there might be conflicting guidance between two categories, the more authoritative category will prevail. SFAS No. 162 will become effective 60 days after the SEC approves the PCAOB’s amendments to AU Section 411 of the AICPA Professional Standards. SFAS No. 162 has no effect on the Company’s financial position, statements of operations, or cash flows at this time.
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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 cir cumstances. 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 v arious 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.
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 i n 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.
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.
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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 offerspecialty 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.
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 qualifie d personnel and general economic conditions.
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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 $2,300 for the three months ended Mar. 31, 2009, compared with a net loss of $ 29 for the three months ended Mar. 31, 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 poli cies 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 Mar. 31, 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.
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 third quarter of 2008 that have materially affected, or are reasonably likely to materially affect the Company’s internal control over financial reporting.
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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 S-1 effective May 5, 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:
| |
ExhibitNumber | 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: July 17, 2009
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| USA Therapy, Inc. |
| Registrant |
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| By:/s/ Todd Bauman |
| Todd Bauman Chairman of the Board Chief Executive Officer |
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