UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12B-25
Commission file number: 000-30601
NOTIFICATION OF LATE FILING
(Check One): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q
[ ] Form 10D [ ] Form N-SAR [ ] Form N-CSR
For Period Ended: March 31, 2008
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[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended: ___________________
NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION HAS
VERIFIED ANY INFORMATION CONTAINED HEREIN.
If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates: _________________________________
PART I
REGISTRANT INFORMATION
WHY USA FINANCIAL GROUP, INC.
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(Full name of registrant)
N/A
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(Former name if applicable)
2801 S. WAYZATA BOULEVARD, SUITE 100,
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(Address of principal executive office (street and number))
MINNEAPOLIS, MN 55405
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(City, state and zip code)
PART II -- RULES 12B-25(B) AND (C)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)
[X] (a) The reasons described in reasonable detail in Part III of
this form could not be eliminated without unreasonable effort
or expense;
[X] (b) The subject annual report, semi-annual report, transition
report on Form 10-K, Form 20-F,11-K, Form N-SAR, or Form N-CSR,
or portion thereof, will be filed on or before the fifteenth
calendar day following the prescribed due date; or the subject
quarterly report or transition report on Form 10-Q, or portion
thereof will be filed on or before the fifth calendar day
following the prescribed due date; and
(c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
PART III -- NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q,
10-D, N-SAR, N-CSR, or the transition report portion thereof, could not be filed
within the prescribed time period.
The Registrant is unable to file its Quarterly Report, Form 10-QSB, for the
period ended March 31, 2008 in a timely manner because Registrant is unable to
complete its reviewed financial statements without unreasonable effort or
expense. Registrant recently filed its annual reports on Form 10-KSB for the
years ended December 31, 2004, 2005, 2006, and 2007 on May 5, 2008 with
accompanying audit letter issued by its independent registered public accounting
firm. A brief period of time is needed for the independent registered accounting
firm to finalize its review of the quarterly reports for the periods ending
March 31, 2006, 2007 and 2008. Registrant is proceeding to complete and file its
Quarterly Report for the period ended March 31, 2008 on or before the fifth
calendar day following the prescribed due date for the Quarterly Report for the
period ended March 31, 2008.
PART IV-- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Kenneth J. Yonika (612) 767-5037
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of
1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If answer is no,
identify report(s). Yes [ ] No [X]
As mentioned above in Part III- Narrative, the Registrant has recently submitted
its required annual reports on Form 10-KSB with the Securities and Exchange
Commission. The Registrant on May 5, 2008 filed on Form 10-KSB the report for
the years ended December 31, 2004, 2005, 2006 and 2007. Previously the
Registrant has not filed a periodic report with Commission since May 17, 2004.
The Registrant intends on completing all of its periodic reports in a timely
fashion going forward from this date.
(3) Is it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof? Yes
[ ] No [X]
If so, attach an explanation of the anticipated change, both narrative and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.
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WHY USA Financial Group, Inc. has caused this notification to be signed on its
behalf by the undersigned hereunto duly authorized.
Date: May 15, 2008 By: /s/ KENNETH J. YONIKA
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Name: Kenneth J. Yonika
Title: Chief Financial Officer and Chief
Accounting Officer