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EX-32.2 - EXHIBIT 32.2 - China Printing & Packaging, Inc.ex322.htm
EX-31.2 - EXHIBIT 31.2 - China Printing & Packaging, Inc.ex312.htm
EX-31.1 - EXHIBIT 31.1 - China Printing & Packaging, Inc.ex311.htm
EX-32.1 - EXHIBIT 32.1 - China Printing & Packaging, Inc.ex321.htm

 UNITED STATES
 
SECURITIES AND EXCHANGE COMMISSION
 
Washington, D.C. 20549

FORM 10-K/A
Amendment No. 1

(Mark One)
T
 
ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
                                      For the fiscal year ended June 30, 2010

¨
 
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
                                      For the transition period from _______ to _______

Commission file number: 001-34771

USA THERAPY, INC.
______________________________________________________
(Exact name of small business issuer as specified in its charter)
 
 
Nevada
35-2298521
(State or other jurisdiction of incorporation or organization)
(IRS Employer identification No.)
 
 
Xiangdong Road, Shangsong Village
Baoji City, Fufeng County
 Shaanxi Province, The People’s Republic of China 722205
 (Address of principal executive offices)
 
011 - (86) 0907-547-1054 
(Registrant’s telephone number, including area code)
 
 
Securities registered pursuant to Section 12(b) of the Act:

Title of each class
 
Name of each exchange on which registered

Securities registered pursuant to section 12(g) of the Act:

Common Stock
(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.     o Yes     T  No
 
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.     T Yes    o No

Indicate by check mark whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for 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 T  No  o

 
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Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).   Yes o  No  o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

       Large accelerated filer o                                                                                    Accelerated filero
 
 
       Non-accelerated filer o (Do not check if a smaller reporting company)     Smaller reporting company T

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

The aggregate market value of the registrant's common stock held by non-affiliates of the registrant on December 31, 2009, the last business day of the registrant's most recently completed second fiscal quarter was zero (based on the closing sales price of the registrant's common stock on that date). 

The number of shares outstanding of the issuer’s common stock, $.001 par value, as of October 11, 2010 was 20,401,000 shares.

 
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EXPLANATORY NOTE

This Amendment No. 1 on Form 10-K/A is being filed solely to:

(1)  
modify “Item 9A. Controls and Procedures” to fully comply with the requirements of Items 308 and 308T of Regulation S-K ; and

(2)  
revise our Section 302 certifications on Exhibits 31.1 and 31.2 to comply with the language required by Item 601(31) of Regulation S-K.

Item 9A.
 Controls and Procedures.

 Evaluation of Disclosure Controls and Procedures

The Company maintains a set of disclosure controls and procedures designed to ensure that information required to be disclosed by the Company in the reports filed under the Securities Exchange Act, is recorded, processed, summarized and reported within the time periods specified by the SEC's rules and forms. Disclosure controls are also designed with the objective of ensuring that this information is accumulated and communicated to the Company's management, including the Company's chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.
 
Based upon their evaluation as of the end of the period covered by this report, the Company's then-principal executive  and financial officer concluded that, the Company's disclosure controls and procedures are effective to ensure that information required to be included in the Company's periodic SEC filings is recorded, processed, summarized, and reported within the time periods specified in the SEC rules and forms.  Our then-principal executive and financial officer also concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed in the reports required to be filed or submitted under the Exchange Act is accumulated and communicated to the our management, including our principal executive and financial officer, to allow timely decisions regarding required disclosure.

Management’s Annual Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over our financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act.   Our management is also required to assess and report on the effectiveness of our internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act of 2002 (“Section 404”).   Internal control over financial reporting is a process to provide reasonable assurance regarding the reliability of our financial reporting for external purposes in accordance with generally accepted accounting principles. Internal control over financial reporting includes policies and procedures that: (i) pertain to maintaining records that in reasonable detail accurately and fairly reflect our transactions; (ii) provide reasonable assurance that transactions are recorded as necessary for preparation of our financial statements and that receipts and expenditures of company assets are made in accordance with management authorization; and (iii) provide reasonable assurance that unauthorized acquisition, use or disposition of company assets that could have a material effect on our financial statements would be prevented or detected on a timely basis.
 
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies and procedures may deteriorate.
 
For the fiscal year ended June 30, 2010, we carried out an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures pursuant to Exchange Act Rule 13a-15(b). In making this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO)   in Internal Control – Integrated Framework.   This evaluation was conducted by our then-principal executive and financial officer as of June 30, 2010. Based upon this evaluation, our management concluded that our internal control over financial reporting is effective based on those criteria.
 
This annual report does not include an attestation report issued by our registered independent accounting firm regarding our internal control over financial reporting. The management’s report was not subject to attestation by our registered independent public accounting firm pursuant to rules of the Securities and Exchange Commission.

 
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Changes in Internal Control over Financial Reporting

There have been no changes in the Company's internal control over financial reporting during the last quarterly period covered by this report that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

Item 15.
Exhibits.
 
 
(a)  
Exhibits

31.1
 
Certification Required Under Section 302 of Sarbanes-Oxley Act of 2002.
31.2
 
Certification Required Under Section 302 of Sarbanes-Oxley Act of 2002.
32.1
 
Certification Required Under Section 906 of Sarbanes-Oxley Act of 2002.
32.2
 
Certification Required Under Section 302 of Sarbanes-Oxley Act of 2002.
 
 

 
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SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
USA THERAPY, INC.
 
       
Dated:   October 12, 2010
By:
/s/ Yongming Feng  
    Name: Yongming Feng  
    Title: Chief Executive Officer  
       

In accordance with the Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Name
 
Title
 
Date
         
         
/s/ Yongming Feng
 
Chief Executive Officer and Director (principal executive officer)
 
October 12, 2010
Yongming Feng        
         
/s/ Jinrong Shi
 
Chief Financial Officer  (principal financial and accounting officer)
 
October 12, 2010
Jinrong Shi        
         
/s/ Xiting Yang
 
Director
 
October 12, 2010
Xiting Yang
       
         
/s/ Michael Segal
 
Director
 
October 12, 2010
Michael Segal
       
 
 

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