China Printing & Packaging (USTP) 10-Q 2010 Q2 Quarterly report

U.S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

X.	Quarterly Report under Section 13 or 15(d) of the Securities Exchange Act of 1934
	For the quarterly period ended Dec. 31, 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, 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 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	.	Smaller reporting company	X.

.

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

As of February 12, 2010, 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	12
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	14
Item 4.	Controls and Procedures	14
PART II – OTHER INFORMATION
Item 1.	Legal Proceedings	15
Item 1A.	Risk Factors	15
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	15
Item 3.	Defaults Upon Senior Securities	15
Item 4.	Submission of Matters to a Vote of Security Holders	15
Item 5.	Other Information	15
Item 6.	Exhibits	15

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ITEM 1. FINANCIAL STATEMENTS

USA THERAPY, INC.

(A Development Stage Company)

FINANCIAL STATEMENTS

December 31, 2009 (unaudited) and June 30, 2009

3

C O N T E N T S

Balance Sheets as of December 31, 2009 (unaudited) and June 30, 2009	5
Statements of Operations for the three and six months ended December 31, 2009 and 2008 and for the period from May 3, 2007 (Inception) through December 31, 2009 (unaudited)	6
Statement of Stockholders’ Deficit from inception (May 3, 2007) through December 31, 2009 (unaudited)	7
Statements of Cash Flows for the six months ended December 31, 2009 and 2008, and the period from inception (May 3, 2007) to December 31, 2009 (unaudited)	8
Notes to the Unaudited Financial Statements	9

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USA THERAPY, INC.
(A Development Stage Company)
Balance Sheets
ASSETS
			December 31,		June 30,
			2009		2009
			(unaudited)
CURRENT ASSETS
	Cash		$	5,606	$	16,707
		Total Current Assets		5,606		16,707
		TOTAL ASSETS	$	5,606	$	16,707
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
	Accounts payable		$	733	$	240
	Related party payables			2,115		1,515
		Total Current Liabilities		2,848		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			(37,292)		(25,098)
		Total Stockholders' Equity		2,758		14,952
		TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	5,606	$	16,707
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
											on May 3,
			For the Three Months Ended				For the Six Months Ended				2007 Through
			December 31,				December 31,				December 31,
			2009		2008		2009		2008		2009
REVENUES			$	-	$	-	$	-	$	-	$	-
EXPENSES
	General and administrative			9,933		-		12,194		615		37,292
		Total Expenses		9,933		-		12,194		615		37,292
LOSS FROM OPERATIONS				(9,933)		-		(12,194)		(615)		(37,292)
LOSS BEFORE TAXES				(9,933)		-		(12,194)		(615)		(37,292)
	Income Taxes			-		-		-		-		-
NET LOSS			$	(9,933)	$	-	$	(12,194)	$	(615)	$	(37,292)
LOSS PER SHARE (BASIC AND FULLY DILUTED)			$	(0.00)	$	0.00	$	(0.00)	$	(0.00)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING				20,401,000		20,000,000		20,401,000		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
								Accumulated
								Deficit
				Stock		Additional		During the		Total
	Common Stock			Subscriptions		Paid-in		Development		Stockholders'
	Shares		Amount	Receivable		Capital		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 June 30, 2008	-		-		-		-		(4,503)		(4,503)
Balance, June 30, 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 six months ended December 31, 2009 (unaudited)	-		-		-		-		(12,194)		(12,194)
Balance, December 31, 2009 (unaudited)	20,401,000	$	20,401	$	-	$	19,649	$	(37,292)	$	2,758
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
								on May 3,
				For the Six Months Ended				2007 Through
				December 31,				December 31,
				2009		2008		2009
OPERATING ACTIVITIES
	Net loss			$	(12,194)	$	(615)	$	(37,292)
	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:
		Change in accounts payable			493		-		733
			Net Cash Used in
			Operating Activities		(11,701)		(615)		(26,559)
INVESTING ACTIVITIES					-		-		-
FINANCING ACTIVITIES
		Proceeds from related party payable			600		-		2,115
		Proceeds from sale of common stock			-		-		30,050
			Net Cash Provided by
			Financing Activities		600		-		32,165
NET INCREASE (DECREASE) IN CASH					(11,101)		(615)		5,606
CASH AT BEGINNING OF PERIOD					16,707		6,127		-
CASH AT END OF PERIOD				$	5,606	$	5,512	$	5,606
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 Financial Statements

December 31, 2009 (unaudited)

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 December 31, 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 December 31, 2009 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 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.

Recent Accounting Pronouncements

In January 2010, the FASB issued Accounting Standards Update 2010-02, Consolidation (Topic 810): Accounting and Reporting for Decreases in Ownership of a Subsidiary. This amendment to Topic 810 clarifies, but does not change, the scope of current US GAAP. It clarifies the decrease in ownership provisions of Subtopic 810-10 and removes the potential conflict between guidance in that Subtopic and asset derecognition and gain or loss recognition guidance that may exist in other US GAAP. An entity will be required to follow the amended guidance beginning in the period that it first adopts FAS 160 (now included in Subtopic 810-10). For those entities that have already adopted FAS 160, the amendments are effective at the beginning of the first interim or annual reporting period ending on or after December 15, 2009. The amendments should be applied retrospectively to the first period that an entity adopted FAS 160. The Company does not expect the provisions of ASU 2010-02 to have a material effect on the financial position, results of operations or cash flows of the Company.

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USA THERAPY, INC.

(A Development Stage Company)

Notes to Financial Statements

December 31, 2009 (unaudited)

Recent Account Pronouncements (Continued)

In January 2010, the FASB issued Accounting Standards Update 2010-01, Equity (Topic 505): Accounting for Distributions to Shareholders with Components of Stock and Cash (A Consensus of the FASB Emerging Issues Task Force). This amendment to Topic 505 clarifies the stock portion of a distribution to shareholders that allows them to elect to receive cash or stock with a limit on the amount of cash that will be distributed is not a stock dividend for purposes of applying Topics 505 and 260. Effective for interim and annual periods ending on or after December 15, 2009, and would be applied on a retrospective basis. The Company does not expect the provisions of ASU 2010-01 to have a material effect on the financial position, results of operations or cash flows of the Company.

In December 2009, the FASB issued Accounting Standards Update 2009-17, Consolidations (Topic 810): Improvements to Financial Reporting by Enterprises Involved with Variable Interest Entities. This Accounting Standards Update amends the FASB Accounting Standards Codification for Statement 167. (See FAS 167 effective date below.)

In December 2009, the FASB issued Accounting Standards Update 2009-16, Transfers and Servicing (Topic 860): Accounting for Transfers of Financial Assets. This Accounting Standards Update amends the FASB Accounting Standards Codification for Statement 166. (See FAS 166 effective date below)

In October 2009, the FASB issued Accounting Standards Update 2009-15, Accounting for Own-Share Lending Arrangements in Contemplation of Convertible Debt Issuance or Other Financing. This

Accounting Standards Update amends the FASB Accounting Standard Codification for EITF 09-1. (See EITF 09-1 effective date below.)

In October 2009, the FASB issued Accounting Standards Update 2009-14, Software (Topic 985): Certain Revenue Arrangements That Include Software Elements. This update changed the accounting model for revenue arrangements that include both tangible products and software elements. Effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010. Early adoption is permitted. The Company does not expect the provisions of ASU 2009-14 to have a material effect on the financial position, results of operations or cash flows of the Company.

In October 2009, the FASB issued Accounting Standards Update 2009-13, Revenue Recognition (Topic 605): Multiple-Deliverable Revenue Arrangements. This update addressed the accounting for multiple-deliverable arrangements to enable vendors to account for products or services (deliverables) separately rather than a combined unit and will be separated in more circumstances that under existing US GAAP. This amendment has eliminated that residual method of allocation. Effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010. Early adoption is permitted. The Company does not expect the provisions of ASU 2009-13 to have a material effect on the financial position, results of operations or cash flows of the Company.

In September 2009, the FASB issued Accounting Standards Update 2009-12, Fair Value Measurements and Disclosures (Topic 820): Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent). This update provides amendments to Topic 820 for the fair value measurement of investments in certain entities that calculate net asset value per share (or its equivalent). It is effective for interim and annual periods ending after December 15, 2009. Early application is permitted in financial statements for earlier interim and annual periods that have not been issued. The Company does not expect the provisions of ASU 2009-12 to have a material effect on the financial position, results of operations or cash flows of the Company.

In July 2009, the FASB ratified the consensus reached by EITF (Emerging Issues Task Force) issued EITF No. 09-1, (ASC Topic 470) "Accounting for Own-Share Lending Arrangements in Contemplation of Convertible Debt Issuance" ("EITF 09-1"). The provisions of EITF 09-1, clarifies the accounting treatment and disclosure of share-lending arrangements that are classified as equity in the financial statements of the share lender. An example of a share-lending arrangement is an agreement between the Company (share lender) and an investment bank (share borrower) which allows the investment bank to use the loaned shares to enter into equity derivative contracts with investors. EITF 09-1 is effective for fiscal years that beginning on or after December 15, 2009 and requires retrospective application for all arrangements outstanding as of the beginning of fiscal years beginning on or after December 15, 2009.

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USA THERAPY, INC.

(A Development Stage Company)

Notes to Financial Statements

December 31, 2009 (unaudited)

Recent Account Pronouncements (Continued)

Share-lending arrangements that have been terminated as a result of counterparty default prior to December 15, 2009, but for which the entity has not reached a final settlement as of December 15, 2009 are within the scope. Effective for share-lending arrangements entered into on or after the beginning of the first reporting period that begins on or after June 15, 2009. The Company does not expect the provisions of EITF 09-1 to have a material effect on the financial position, results of operations or cash flows of the Company.

NOTE 4 - RELATED PARTY TRANSACTIONS

The Company has received cash advances totaling $2,115 from a related party as of December 31, 2009. 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. Imputed interest is not considered material.

NOTE 5 – SUBSEQUENT EVENTS

In accordance with ASC 855-10 Company management reviewed all material events through February 15, 2010, and there are no material subsequent events to report.

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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 circumsta nces. 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-Q 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.. 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 fina ncing. 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 $9,933 and $0 for the three months ended Dec. 31, 2009 and 2008 respectively and net loss of $12,194 and $616 for the six months ended Dec. 31, 2009 and 2008 respectively.

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 h ave 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 Dec. 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 quarter ended Dec. 31, 2009 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 the Company’s Form 10K for the year ended 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: Feb. 15, 2010

USA Therapy, Inc.

Registrant

By:/s/ Todd Bauman      

   Todd Bauman

  Chairman of the Board

  Chief Executive Officer

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