SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
| x | ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2014
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 2015
OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
| ¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number 000-55309
OAK VALLEY ACQUISITION CORPORATION
(Exact
USA CAPITAL MANAGEMENT, INC.
(Exact name of registrant as specified in its charter)
Delaware 47-2128828
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
215 Apolena Avenue, Newport Beach, CA 92662
(Address
| Puerto Rico | 47-2128828 |
| (State or other jurisdiction of | (I.R.S. Employer |
| incorporation or organization) | Identification No.) |
404 Ave Constitución # 208
San Juan, Puerto Rico 00901-2251
(Address of principal executive offices) (zip code)
(Registrant's telephone number, including area code: 949/673-4510
code): 787-900-5048
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Exchange Act:
Common Stock, $.0001 par value per share
(Title of class)
| Common Stock, $.0001 par value per share |
| (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
[ ] Act:
Yes [ X ]¨ Nox
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
[ ] Act:
Yes [ X ]¨ Nox
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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.
[ X ] days:
Yes [ ]x No¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405232.404 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
[ X ] files.
Yes [ ]x No¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (Section 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant'sregistrant’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.
[ X ]
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. See the definitions of "large accelerated filer",filer," "accelerated filer", "non-accelerated filer", and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
Large Accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [ X ]
(do not check if smaller reporting company)
| Large accelerated filer | ¨ | Accelerated Filer | ¨ | |
| Non-accelerated filer | ¨ | Smaller reporting company | x | |
| (do not check if a smaller reporting company) | ||||
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
[ X ]
Yes [ ]¨ Nox
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant'sregistrant’s most recently completed second fiscal quarter.
quarter:
$ 0
Indicate the number of shares outstanding of each of the registrant'sissuer's classes of common stock, as of the latest practicable date.
Class Outstanding at
March 31, 2015
Common Stock, par value $0.0001 20,000,000
Documents incorporated by reference: Form 10 filed
November 3, 2014
| Class | Outstanding at |
| March 22, 2016 | |
| Common Stock, par value $0.0001 | 3,000,000 |
| Documents incorporated by reference: | None |
PART I
Item 1. BusinessBUSINESS
USA Capital Management, Inc. ("USA Capital" or "the Company" formally Oak Valley Acquisition Corporation ("Oak Valley" or the
"Company")Corp) was incorporated on September 25, 2014 under the laws of the Statestate of Delaware to engage in any lawful corporate undertaking, including, but not limited to, selected mergers and acquisitions. Oak Valley has been in the developmental stage since inception
and its operations to date have been limited to issuing shares to
its original shareholders and filing a registration statement.
Oak Valley has beenThe Company was originally formed to provide a method for a foreign or domestic private company to become a reporting company with a class of securities registered under the Securities Exchange Act of 1934. On September 25, 2014 the Company issued 20,000,000 shares to its two founders and directors. The Company registered its common stock on Form a Form 10 registration statement filed pursuant to the Securities Exchange Act of 1934 (the "Exchange Act"(“the Exchange Act”) and Rule 12(g) thereof.
The Company fileseffected a change in control on May 5, 2015 with the Securitiesredemption and Exchange Commission periodic
and current reports under Rule 13(a)cancellation of the Exchange Act, including
quarterly reports on Form 10-Q20,000,000 shares of outstanding common stock, the resignation of the then officers and annual reports Form 10-K.
The Company has no employees and two officers, directors and shareholders.
The presidentthe election of Oak Valley is alsoRichard Meruelo as President, Secretary and Chief Financial Officer. Richard Meruelo was named the president, director and
shareholder of Tiber Creek Corporation. Tiber Creek Corporation assists
companies in becoming public companies and assists companies with
introductions to the financial community. Such services may include,
when and if appropriate,company. On May 6, 2015, the useCompany issued 3,000,000 shares of an existing reporting company such
as Oak Valley.
Tiber Creek will typically enter into an agreement with a private
company to assist it in becoming a public reporting company and for
its introduction to brokers and market makers. A private company may
become a public reporting company by effecting a business combination
with an existing public reporting company such as Oak Valley or by a
filing registrationcommon stock pursuant to Section 4(2) of the Securities Act of 1933 (typicallyto Richard Meruelo.
In May 2015, the Company converted from a Form S-1) or the Securities Exchange ActDelaware to a Puerto Rico corporation and moved its principal place of 1934 (Form 10).
A combination will normally take the form of a merger, stock-for-stock
exchange or stock-for-assets exchange. In most instances the target
company will wishbusiness to structure the business combination to be within the
definition of a tax-free reorganization under Section 351 or Section 368
of the Internal Revenue Code of 1986, as amended.
Once a change of control of Oak ValleySan Juan, Puerto Rico.
The Company has been effected, if at all,
new management may issue shares of its stock prior to filing a registration
statement for the registration of its shares pursuantapplied to the Securities Actrequired government departments of 1933 and such shares will be governed by the rules and regulations of
the Securities and Exchange Commission regarding the sale of unregistered
securities.
As of December 31, 2014, Oak Valley had not generated revenues and
had no income or cash flows from operations since inception. At December 31,
2014, Oak Valley had sustained net loss of $712 andPuerto Rico for a deficit of $712.
The Company's independent auditors have issued a report raising
substantial doubt about the Company's ability to continue as a going
concern. At present, the Company has no operations and the continuation
of Oak Valley as a going concern is dependent upon financial support
from its stockholders, its ability to obtain necessary equity financing
to continue operations and/or to successfully locate and negotiate with
a business entity for the combination of that target company with
Oak Valley.
Management oftax decree under ACT 20-2012. If granted, the Company will pay all expenses incurred by Oak
Valley untilbenefit from significant income tax advantages, including a change in control of the Company is effected. Management
does not expect any repayment for such paid expenses.
There is no assurance that Oak Valley will ever be profitable.
Item 2. Properties
4% tax on taxable income.
The Company has no propertiestwo employees and at this time has no
agreements to acquire any properties. one officer, director and shareholder.
Item 2. PROPERTIES
The Company currently usespurchased office space for an aggregate purchase price of $277,160 in San Juan, Puerto Rico. Its sole stockholder provided the officessource of Management at no cost tofunds as additional paid in capital for the Company. The Company
expects this arrangement to continue untilacquisition.
On July 9, 2015, the Company completespurchased property for future development in San Juan, Puerto Rico for $1,000,000, paying $250,000 in cash and obtaining seller financing for $750,000.. Its sole stockholder provided the source of funds as additional paid in capital.
Additionally, on July 29, 2015 the company purchased an adjacent property at a changecost of $260,000 in control.
cash. This property complements the other acquisition and is part of an overall development plan. The funding came as additional paid in capital from its sole shareholder.
These development acquisitions were purchased under Rebuild San Juan-Puerta de Tierra, LLC and Rebuild San Juan-Puerta de Tierra II, LLC, respectively. These are single member LLC’s with USA Capital Management, Inc. as its only member.
Item 3. Legal Proceedings
LEGAL PROCEEDINGS
There is no litigation pending or threatened by or against the Company.
Item 4. Mine Safety Disclosures.
MINE SAFETY DISCLOSURES
Not applicable.
applicable
PART II
Item 5. Market for Registrant'sRegistrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
There is currently no public market for the Company'sCompany’s securities.
Following a business combination, a target company will normally
wish
The Company has not yet elected to cause the Company's commonCompany’s stock to trade in one or more United States securities markets. The target company may elect to take the
steps required for
At such admission to quotation following the business
combination or at some later time.
At sucha time as it qualifies,decides, the Company may choose to apply for quotation of its securities on the OTC Bulletin Board.
The OTC Bulletin Board is a dealer-driven quotation service. Unlike the Nasdaq Stock Market, companies cannot directly apply to be quoted on the OTC Bulletin Board, only market makers can initiate quotes, and quoted companies do not have to meet any quantitative financial requirements. Any equity security of a reporting company not listed on the NasdaqNASDAQ Stock Market or on a national securities exchange is eligible.
As such time as it qualifies, the Company may choose to apply for quotation of its securities on the Nasdaq Capital Market.
In general, there is greatest liquidity for traded securities on the Nasdaq Capital Market and less on the OTC Bulletin Board. It is not possible to predict where, if at all, the securities of the Company will be traded following a business combination.
traded.
Since inception, the Company has sold securities which were not registered as follows:
NUMBER OF
DATE NAME SHARES CONSIDERATION
September 25, 2014 James Cassidy (1) 10,000,000 $1,000
September 25, 2014 James McKillop 10,000,000 $1,000
(1) James M. Cassidy,
| DATE | NAME | NUMBER OF | CONSIDERATION | |||||||
| SHARES | ||||||||||
| September 25, 2014 | James Cassidy | 10,000,000 | (1) | $ | 1,000 | |||||
| September 25, 2014 | James McKillop | 10,000,000 | (1) | $ | 1,000 | |||||
| May 6, 2015 | Richard Meruelo | 3,000,000 | $ | 300 | ||||||
| (1) | Shares redeemed and cancelled on May 5, 2015 |
The Company declared a cash dividend on December 30, 2015 at $.19 per share, payable on January 10, 2016.
The Company expects that comparable cash dividends will be paid in the president and a director of the Company,
is the sole shareholder and director of Tiber Creek Corporation,
a Delaware corporation, which company has agreed to assist the
Company in registering its stock and introductions to the brokerage
community.
future.
Item 6. Selected Financial Data.
Data
There is no selected financial data required to be filed for a smaller reporting company.
company as defined by Item 10(f)(1) of Regulation S-K.
Item 7. Management'sManagement’s Discussion and Analysis of Financial Condition and Results of Operations
USA Capital Management, Inc. (formally known as Oak Valley has no operations nor does it currentlyAcquisition Corp) was incorporated on September 25, 2014 under the laws of the State of Delaware to engage in any business activities generating revenues. Oak Valley's principal
business objective is to achieve a business combination with a target
company.
A combination will normally takelawful corporate undertaking.
On May 5, 2015, the formfollowing events occurred:
1] The Company redeemed and cancelled an aggregate of a merger, stock-for-stock
exchange or stock-for-assets exchange. In most instances the target
company will wish to structure the business combination to be within the
definition of a tax-free reorganization under Section 351 or Section 36820,000,000 of the Internal Revenue Codethen 20,000,000 shares of 1986, as amended.
No assurances can be given thatoutstanding stock at redemption price of $.001 per share and cancelled such shares. The then current officers and directors resigned.
2] Richard Meruelo was named President, Secretary, and Chief Financial Officer of the Company.
3] Richard Meruelo was named Director of the Company.
On May 6, 2015, the Company changed its name from Oak Valley will be successfulAcquisition Corp to USA Capital Management, Inc. and effected a change in locating or negotiating with any target company.control. The most likely target companies are those seeking the perceived
benefitsCompany issued 3,000,000 shares of a reporting corporation. Such perceived benefits may include
facilitating or improving the terms on which additional equity financing
may be sought, providing liquidity for incentivecommon stock options or similar
benefits to key employees, increasing the opportunity to use securities
for acquisitions, providing liquidity for shareholders and other factors.
Business opportunities may be available in many different industries and
at various stages of development, all of which will make the task of
comparative investigation and analysis of such business opportunities
difficult and complex.
The search for a target company will not be restricted to any specific
kind of business entities, but may acquire a venture which is in its
preliminary or development stage, which is already in operation, or in
essentially any stage of its business life. It is impossible to predict
at this time the status of any business in which the Company may become
engaged, whether such business may need to seek additional capital, may
desire to have its shares publicly traded, or may seek other perceived
advantages which the Company may offer.
In implementing a structure for a particular business acquisition, the
Company may become a party to a merger, consolidation, reorganization,
joint venture, licensing agreement or other arrangement with another
corporation or entity. On the consummation of a transaction, it is likely
that the present management and shareholderspar (representing 100% of the Company will no longer
be in controltotal outstanding 3,000,000 shares of outstanding stock) to Richard Meruelo, the Company. In addition, it is likely that thesole officer and director of the Company.
The Company expects to manage Limited Liability Company’s (LLC’s) that are formed to promote, invest and operate business opportunities globally.
The Company anticipates that it will develop as a company that provides services that qualifies for tax benefits provided by Act 20 in Puerto Rico. Act 20 provides tax incentives to local companies exporting services from Puerto Rico to other jurisdictions in and outside of the United States. It allows for a reduced 4% income tax rate and a 60% municipal license tax exemption for a 20 year period together with the total income tax exemption on dividends. Advisory services on matters relating to any trade or business; investment banking and other financial services; advertising and public relations; economic, environmental, technological scientific, management, marketing, human resources, information and audit consulting, professional services, development of computer programs and research are among services that qualify for Act 20 tax benefits.
The Company converted from a Delaware to a Puerto Rico corporation and moved its principal of business to San Juan, Puerto Rico. The Company amended its certificate of incorporation to reflect the change in its situs and filed a Form 8-K reporting the change.
In July, 2015, the Company applied for the benefits of Puerto Rico Act 20.
There is no guarantee the Company will as partbe successful in obtaining the benefits under Act 20. Benefits granted, if any, would apply retroactively to the application date.
Results of Operations for the termstwelve months ended December 31, 2015 and the period from September 25, 2014 (inception) and December 31, 2014.
The Company had net income (loss) of $408,391 and ($712) for the business
combination, resigntwelve months ended December 31, 2015 and be replaced by one or more new officers and
directors.
Asfrom the period of inception to December 31, 2014, Oak Valley had notrespectively. The Company generated consulting fee revenues of $600,000 for the current year (there were no revenues generated for the period from inception to the year ended December 31, 2014).
The increase in expenses over last year were a result of the costs associated with the acquisition of the properties, such as property taxes, utilities, property insurance and had no income or cash flows from operations since inception. Atvarious other legal and administrative costs. The only costs attributable for the period ended December 31, 2014 Oak Valley had sustained net loss of $712.
The Company's independent auditors have issued a report raising
substantial doubt about the Company's ability to continue as a going
concern. At present, the Company has no operations and the continuation
of Oak Valley as a going concern is dependent upon financial support
from its stockholders, its ability to obtain necessary equity financing
to continue operations and/or to successfully locate and negotiate with
a business entity for the combination of that target company with
Oak Valley.
Management will pay all expenses incurred by Oak Valley until a
change in control is effected. There is no expectation of repayment
for such expenses.
The president of Oak Valley is the president, director and
shareholder of Tiber Creek Corporation. Tiber Creek Corporation assists
companies in becoming public reporting companies and with introductions
to the financial community.
2014 Year-End Analysis
The Company has received no income, has had no operations
nor expenses, other thanwere Delaware state fees and accounting fees
as requiredfees.
Liquidity and Capital Resources
The Company used $792,068 and $712 for incorporationoperating activities for the twelve months ended
December 31, 2015 and for the preparationperiod September 25, 2014 (inception) to December 31, 2014, respectively.. The company intends to fund its operations from fees generated. Any deficiencies or additional capital expenditures will be provided through capital contributions by its sole stockholder.
We had no cash provided by investing activities for the twelve months ended December 31, 2015.
During the twelve month period ended December 31, 2015 and the period from September 25, 2014 (inception) through December 31, 2014, proceeds provided by(used in) from financing activities were $198,457 and $712, respectively. This was comprised of $371,543 and $712 contributions by shareholders, respectively.
The Company had no cash provided by investing activities for the Company's financial statements.
twelve months ended December 31, 2015.
Item 8. Financial Statements and Supplementary Data
The financial statements for the year ended December 31, 2014December31, 2015 are attached hereto.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
There were no changeschange in or disagreements with accountants on accounting and financial disclosure for the period covered by this report.
Item 9A. Controls andControl & Procedures
Pursuant to Rules adopted by the Securities and Exchange Commission.Commission, the Company carried out an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures pursuant to Exchange Act Rules. This evaluation was done as of the end of the fiscal year underby the supervision and with the participation of the Company's principal executive officer (who is also the principal financial officer). There have been no significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of the evaluation. Based upon that evaluation, he believes that the Company's disclosureCompany’s disclosures controls and procedures are not effective in gathering, analyzing and disclosing information needed to ensure that the information required to be disclosed by the Company in its periodic reports is recorded, summarized and processed timely. The principal executive officer is directly involved in the day-to-dayday-to day operations of the Company.
Management'scompany.
Management’s Report of Internal Control over Financial Reporting
The Company is responsible for establishing and maintaining adequate internal control over financial reporting in accordance with the Rule 13a-15 of the Securities Exchange Act of 1934. The Company'sCompany’s officer and its president, conducted an evaluation of the effectiveness of the Company'sCompany’s internal control over financial reporting as of December 31, 2014,2015, based on the criteria establish in Internal Control Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management concluded that the Company'sCompany’s internal control over financial reporting was not effective as of December 31, 2014,2015, based on those criteria. A control system can provide only reasonably, not absolute, assurance that the objectives of the control system are met and no evaluation of controls can provide absolute assurance that all control issues have been detected.
Anton & Chia, LLP, the independent registered public accounting firm for Oak Valley,USA Capital Management, Inc., has not issued an attestation report on the effectiveness of Oak Valley'sthe Company’s internal control over financial reporting.
Changes in Internal Control Over Financial Reporting
There have been no changes in the Company'sCompany’s internal controls over financial reporting during its fourth fiscal quarter that have materially affected, or are reasonably likely to materially affect, its internal control over financial reporting.
Item 9B. Other information
Information
Not applicable.
applicable
PART III
Item 10. Directors, Executive Officers,Officer, and Corporate Governance;
Governance
The Directors and Officers of the Company are as follows:
Name Age Positions and Offices Held
----------------- -----------
James Cassidy 79 President, Secretary, Director
James McKillop 55 Vice President, Director
Management of Oak Valley
Oak Valley has no full time employees. James Cassidy and
James McKillop are the officers and directors of Oak Valley and
its shareholders. Mr. Cassidy, as president of Oak Valley, and
Mr. McKillop as vice president, will allocate a limited portion of
time to the activities of Oak Valley without compensation.
Potential conflicts may arise with respect to the limited time
commitment by management and the potential demands of the
activities of Oak Valley.
| Name | Age | Positions and Offices Held | ||
| Richard Meruelo | 53 | President, Secretary, CFO, Director |
There are no agreements or understandings for the officer or director to resign at the request of another person and the above-
namedabove-named officer and director is not acting on behalf of nor will act at the direction of any other person.
Set forth below are
Richard Meruelo serves as the names of the directorsChief Executive Officer, Secretary, Chief Financial Officer and officersDirector of the Company all positions and offices with(since May 5, 2016). From 2011 to the Company held, the
period during which they havepresent, Mr. Meruelo has served as such,the manager of Rebuild Miami, LLC. From 2000 to 2011, Mr. Meruelo was chairman and the business
experience during at least the last five years:
James Cassidy, Esq., LL.B., LL.M., serves as a director,
president and secretaryCEO of Oak Valley.Meruelo Maddux Properties, Inc. Mr. Cassidy received a
Bachelor of Science in Languages and Linguistics from Georgetown
University in 1960, a Bachelor of Laws from The Catholic University
School of Law in 1963, and a Master of Laws in Taxation from The
Georgetown University School of Law in 1968. From 1963-1964, Mr.
Cassidy was law clerk to the Honorable Inzer B. Wyatt of the United
States District Court for the Southern District of New York. From
1964-1965, Mr. Cassidy was law clerk to the Honorable Wilbur K.
Miller of the United States Court of Appeals for the District of
Columbia. From 1969-1975, Mr. Cassidy was an associate of the law
firm of Kieffer & Moroney and a principal in the law firm of Kieffer
& Cassidy, Washington, D.C. From 1975 to date, Mr. Cassidy has been a
principal in the law firm of Cassidy & Associates, and its predecessors,
specializing in securities law and related corporate and federal
taxation matters. Mr. Cassidy is a member of the bars of the District
of Columbia and the State of New York, and is admitted to practice
before the United States Tax Court and the United States Supreme Court.
Oak Valley believes Mr. Cassidy to have the business experience
necessary to serve as a director of Oak Valley as it seeks to enter
into a business combination. As a lawyer involved in business
transactions and securities matters, Mr. Cassidy has had ample
experience in evaluating companies and management, understanding
business plans, assisting in capital raising and determining
corporate structure and objectives.
James McKillop serves as a director and vice president of
Oak Valley. Mr. McKillop began his career at Merrill Lynch. Mr.
McKillop has also been involved in financial reporting and did a
daily stock market update for KPCC radio in Pasadena, California.
Mr. McKillop is the founder of MB Americus LLC which specializes
in consulting and public relations. Mr. McKillop has provided
consulting services to Tiber Creek Corporation for more than five
years. Mr. McKillop has written articles for various publications
on financial matters. He has been a past member of the World Affairs
Council. Mr. McKillopMeruelo received his Bachelor of Arts in Economics
in 1984Degree from the University of Southern California at Los Angeles. With his
background in financial and securities matters, Oak Valley believes
Mr. McKillop to have experience and knowledge that will serve
Oak Valley in seeking, evaluating and determining a suitable
target company.
There are no agreements or understandings for the above-named
officers or directors to resign at the request of another person and
the above-named officers and directors are not acting on behalf of
nor will act at the direction of any other person.
Recent Blank Check Companies
James Cassidy, the president and a director of Oak Valley and
James McKillop, vice president and a director of Oak Valley, are
involved with other existing blank check companies, and in creating
additional similar companies. The initial business purpose of each
of these companies was or is to engage in a business combination with
an unidentified company or companies and each were or will be classified
as a blank check company until completion of a business combination.
Conflicts of Interest
The officers and directors of Oak Valley have organized and expect
to organize other companies with an identicial structure, purpose, officers,
directors and shareholders. As such management believes there is no
conflict of interest in these companies.
The blank check companies with which management (including
the directors) is involved are identical except for the name. As and
when created, no one blank check company offers management any more
favorable terms than the others. Thus no conflict of interest
arises for management between any of the blank check companies.
Mr. Cassidy and/or Mr. McKillop may become associated with
additional blank check companies prior to the time that Oak Valley
has effected a business combination.
Mr. Cassidy is the principal of Cassidy & Associates, a securities
law firm. As such, demands may be placed on the time of Mr. Cassidy
which will detract from the amount of time he is able to devote to
Oak Valley. Mr. Cassidy intends to devote as much time to the activities
of Oak Valley as required. However, should such a conflict arise, there
is no assurance that Mr. Cassidy would not attend to other matters prior
to those of Oak Valley.
There are no binding guidelines or procedures for resolving
potential conflicts of interest. Failure by management to resolve
conflicts of interest in favor of the Company could result in
liability of management to the Company. However, any attempt by
shareholders to enforce a liability of management to the Company
would most likely be prohibitively expensive and time consuming.
1986.
Code of Ethics. Ethics
The Company has not at this time adopted a Codecode of Ethics pursuant to rules described in Regulation S-K. The Companycompany has two personsonly one person who areis the only shareholdersshareholder, director and who serve as
the directors and officers. The Company has no operations or business and
does not receive any revenues or investment capital.officer. The adoption of an Ethical Code at this time would not serve the primary purpose of such a code to provide a manner of conduct as the development, execution and enforcement of such a code would be by the same persons and only persons to whom such code applied. Furthermore, because the Company
does not have any activities, there are activities or transactions
which would be subject to this code. At the time the Company enters
into a business combination or other corporate transaction, the current
officers and directors will recommend to any new management that such a
code be adopted.
The Company does not maintain an Internet website on which to post a code of ethics.
Corporate Governance. Governance
For reasons similar to those described above the Company does not have a nominating nor audit committee of the board of directors. At this time, the Company consists of two shareholdersone shareholder who serveserves as the corporate directorsdirector and officers. TheAt such a time as the Company has no
activities, and receives no revenues. At such time that the Company enters
into a business combination and/or has additional shareholders, and a larger
board of directors and commences activities, the Company will propose creating committees of its board of directors, including both a nominating and an audit committee. Because there are only two shareholders of the
Company, there is no established process by which shareholders to the
Company can nominate members to the Company's board of directors.
Similarly, however, at such time as the Company has more shareholders and
an expanded board of directors, the new management of the Company may
review and implement, as necessary, procedures for shareholder nomination
of members to the Company's board of directors.
Item 11. Executive Compensation
The Company's officersCompany’s sole officer and directors do not receive anydirector received compensation for services rendered to the Company, nor have they
received suchcompany of $4,000 for the fiscal year ended December 31, 2015. There was no officer or director compensation infor the past. The officers and directors
are not accruing anyperiod of September 25, 2014 (inception) to December 31, 2014. Executive compensation pursuant to any agreement with the
Company.
is summarized as follows:
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock/Option Awards | Non-Equity Incentive Plan Compensation | All Other Compensation | Total Compensation | |||||||||||||||||||
| Richard Meruelo CEO / CFO | 2015 | $ | 4,000 | - | - | - | - | $ | 4,000 | |||||||||||||||||
No retirement, pension, profit sharing, stock option or insuranceissuance programs or other similar programs have been adopted by the Company for the benefit of its employees.
The Company does not have a compensation committee for the same reasons as described above.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The following table sets forth, as of December 31, 2014,2015, each person known by the Company to be the beneficial owner of five percent or more of the Company'sCompany’s common stock and the director and officer of the Company. The Company does not have anya compensation plans and has not authorized any securities for future issuance. Except as noted, the holder of thereof has sole voting and investment power with respect to the shares shown.
Name and Address Amount of Beneficial Percent of
of Beneficial Owner Ownership Outstanding Stock
James M. Cassidy 10,000,000 50%
215 Apolena Avenue
Newport Beach, CA 92662
James K. McKillop 10,000,000 50%
9454 Wilshire Boulevard
Beverly Hills, California 90212
All Executive Officers and 20,000,000 100%
Directors as a Group (2 Persons)
| Name and Address of | Amount of | |||||||||
| Title of Class | of Beneficial Owner | Beneficial Ownership | Percent of Stock | |||||||
| Common | Richard Meruelo 404 Ave Constitucion #208 San Juan, Puerto Rico 00901 | 3,000,000 | 100 | % | ||||||
Item 13. Certain Relationships and Related Transactions and Director Independence
Oak Valley
USA Capital Management, Inc. has issued a total of 20,000,0003,000,000 shares of common stock pursuant to Section 4(2)4 (2) of the Securities Act at a discount of $2,000.
As the organizers and developers of Oak Valley, James M. Cassidy
and James McKillop may be considered promoters. Mr. Cassidy has provided
services to Oak Valley without charge consisting of preparing and filing
the charter corporate documents and preparing this registration statement.
Oak Valley$300.00.
USA Capital Management, Inc. is not currently required to maintain an independent director as defined by Rule 4200 of the Nasdaq Capital Market nor does it anticipate that it will be applying for listing of its securities on an exchange in which an independent directorship is required. It is likely
that neither Mr. Cassidy nor Mr. McKillop would not be considered
independent directors if it were to do so.
Item 14. Principal Accounting Fees and Services.
The Company has no activities, no income and no expenses
except for independent audit and Delaware state fees. The Company's
president has donated his time in preparation and filing of all
state and federal required taxes and reports.
Services
Audit Fees
The aggregate fees incurred for each of the last two years for professional services rendered by the independent registered public accounting firm for the audits of the Company'sCompany’s annual financial statements and review of financial statements included in the Company'sCompany’s Form 10-K and Form 10-Q reports and services normally provided in connection with statutory and regulatory filings or engagements were as follows:
December 31, 2014
-----------------
=======
| December 31, 2015 | December 31, 2014 | |||||
| $ | 11,250 | $ | 750 | |||
Audit-Related Fees $ 750
The Company does not currently have an audit committee serving and as a result its board of directorsdirector performs the duties of an audit committee. The board of directorsdirector will evaluate and approve in advance, the scope and cost of the engagement of an auditor before the auditor renders audit and non-audit services. The Company does not rely on pre-
approvalpre-approval policies and procedures.
PART IV
Item 15. Exhibits, Financial Statement Schedules
There are no financial statementstatements schedules nor exhibits filed herewith. The exhibits filed in earlier reports and the Company'sCompany’s Form 10 are incorporated herein by reference.
31 Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32 Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
AUDITED FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm 1
Balance Sheet as of December 31, 2014 2
Statement of Operations for the period from September 25, 2014
(Inception) to December 31, 2014 3
Statement of Changes in Stockholders' Deficit for the Period
from September 25, 2014 (Inception) to December 31, 2014 4
Statement of Cash Flows for the period from September 25, 2014
(Inception) to December 31, 2014 5
Notes to Financial Statements 6-8
ANTON & CHIA, LLP CERTIFIED PUBLIC ACCOUNTANTS
| Report of Independent Registered Public Accounting Firm | 1 |
| Audited Financial Statements | 2-5 |
| Notes to Financial Statements | 6-9 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of
Oak Valley Acquisition Corporation:
USA Capital Management, Inc.
We have audited the accompanying balance sheetsheets of Oak Valley
Acquisition CorporationUSA Capital Management, Inc. (the "Company""Company”) as of December 31, 2015 and 2014, and the related statement of income, stockholders'operations, changes in stockholders’ deficit and cash flows for the period from September 25, 2014 (Inception) through December 31,
2014. Oak Valley Acquisition Corporation's management is responsible
for theseyears then ended. These financial statements.statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our auditaudits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the auditaudits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company isCompany was not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our auditaudits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company'sCompany's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements,statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit providesaudits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Oak Valley
Acquisition Corporationthe Company as of December 31, 2015 and 2014, and the results of its operations, changes in stockholders’ deficit and its cash flows for the period from September 25, 2014
(Inception) through December 31, 2014,years then ended, in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has had no revenues and income since
inception. Thesethese conditions among others, raise substantial doubt about the Company'sits ability to continue as a going concern. Management's plans concerningin regard to these matters are also described in Note 2, which includes the
raising of additional equity financing or merger with another entity.2. The financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result fromshould the outcome of this uncertainty.
/s/ Anton & Chia, LLP
Newport Beach, CA
March 31, 2015
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OAK VALLEY ACQUISITION CORPORATION
BALANCE SHEET
ASSETS
December 31, 2014
-----------------
Current assets
Cash $ 0
-----------------
Total assets $ 0
=================
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
Accrued liabilities $ 0
-----------------
Total liabilities $ 0
-----------------
Stockholders' Deficit
Common Stock; $0.0001 par value, 2,000
100,000,000 shares authorized;
20,000,000 shares issued and
outstanding
Discount on Common Stock (2,000)
Additional paid-in capital 712
Accumulated deficit (712)
-----------------
Total stockholders' deficit 0
-----------------
Total Liabilities and stockholders' deficit $ 0
=================
Company be unable to continue as a going concern.
| /s/ Anton & Chia, LLP | |
| Newport Beach, California | |
| April 14, 2016 |
Consolidated Balance Sheets
| December 31, 2015 (Audited) | December 31, 2014 (Audited) | |||||||
| ASSETS | ||||||||
| Current Assets | ||||||||
| Cash | $ | 593,611 | $ | - | ||||
| Deposits | 261,003 | - | ||||||
| Total Currrent Assets | $ | 854,614 | $ | - | ||||
| Property and Equipment: | ||||||||
| Capitalized costs | 102,248 | |||||||
| Land | 1,267,115 | - | ||||||
| Building, Improvements and Equipment | 275,000 | - | ||||||
| Less: Accumulated Depreciation | (7,500 | ) | - | |||||
| Property and Equipment, net of accumulated depreciation | 1,636,863 | - | ||||||
| Escrow costs | 25,451 | - | ||||||
| Less: Accumulated Amortization | (479 | ) | - | |||||
| Escrow Costs, net of accumulated amortization | 24,972 | - | ||||||
| TOTAL ASSETS | $ | 2,516,449 | $ | - | ||||
| LIABILITIES and STOCKHOLDERS' EQUITY(DEFICIT) | ||||||||
| LIABILITIES | ||||||||
| Accounts Payable and Accrued Expenses | $ | 738,949 | $ | - | ||||
| Total Current Liabilities | 738,949 | - | ||||||
| Note Payable | 750,000 | - | ||||||
| TOTAL LIABILITIES | 1,488,949 | - | ||||||
| STOCKHOLDERS' EQUITY (DEFICIT) | ||||||||
| Stockholders' Equity: | ||||||||
| Preferred stock, $0.0001 par value, 20,000,000 shares authorized; none issued and outstanding as of September 30, 2015 and December 31, 2014, respectively. | - | - | ||||||
| Common Stock, $0.0001 par value, 100,000,000 shares authorized; 3,000,000 and 20,000,000 shares issued and outstanding as of September 30, 2015 and December 31, 2014, respectively | 300 | 2,000 | ||||||
| Discount on Common stock | (300 | ) | (2,000 | ) | ||||
| Additional Paid in Capital | 1,189,821 | 712 | ||||||
| Accumulated Deficit | (162,321 | ) | (712 | ) | ||||
| TOTAL STOCKHOLDERS' EQUITY (DEFICIT) | 1,027,500 | - | ||||||
| TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY(DEFICIT) | $ | 2,516,449 | $ | - | ||||
The accompanying notes are an integral part of these audited financial statements
2
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OAK VALLEY ACQUISITION CORPORATION
STATEMENT OF OPERATIONS
For the period from Sept. 25,
2014 (Inception) to
December 31, 2014
-----------------
Revenue $ -
Coststatements.
USA Capital Management, Inc
Consolidated Statements of revenue -
-----------------
Gross profit -
Operating expenses 712
-----------------
Operating loss (712)
Loss before income taxes (712)
-----------------
Income tax expense -
-----------------
Net loss $ (712)
=================
Loss per share - basic and diluted $ (0)
-----------------
Weighted average shares-basic and diluted 20,000,000
=================
Operations
| For the Year Ended December 31, 2015 | From September 25, 2014 (inception) through December 31, 2014 | |||||||
| Consulting Fees | $ | 600,000.00 | $ | - | ||||
| Expenses: | ||||||||
| Salaries & Wages | $ | 7,000.00 | $ | - | ||||
| Payroll Taxes | 669 | |||||||
| Payroll Processing fees | 25 | |||||||
| Homeowners Association fees | 501 | - | ||||||
| Property/Liability insurance | 1,472 | - | ||||||
| Utilities - Electricity | 2,305 | - | ||||||
| Utilities - Water | 3,158 | - | ||||||
| Property Taxes | 12,668 | - | ||||||
| Professional fees | 104,953 | 712 | ||||||
| Review and Audit fees | 15,125 | - | ||||||
| Depreciation and amortization | 7,979 | - | ||||||
| Bank charges | 196 | |||||||
| Total Expenses | 156,051 | 712 | ||||||
| Other Expenses: | ||||||||
| Interest Expense | 18,542 | - | ||||||
| Total Other Expenses | 18,542 | - | ||||||
| Net Income (Loss) before income taxes | $ | 425,407 | $ | (712 | ) | |||
| Income taxes | 17,016 | |||||||
| Net Income ( Loss) | $ | 408,391 | $ | (712 | ) | |||
| Earnings (Loss) Per Share - basic and diluted | $ | 0.05 | $ | (0.00 | ) | |||
| Weighted average shares-basic and diluted | 8,821,917 | 20,000,000 | ||||||
The accompanying notes are an integral part of these audited financial statements
3
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OAK VALLEY ACQUISITION CORPORATION
STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT
statements.
Discount Total
Common Stock on Additional Stock-
----------------------- Common Paid-In Accumulated holders'
Shares Amount Stock Capital Deficit Deficit
Balance, September 25,
2014 (Inception) - $ - $ - $ - $ - $ -
Issuance of
common stock 20,000,000 2,000 (2,000) - - 0
Additional paid-in
capital - - - 712 - 712
Net loss - - - (712) (712)
=========== ======= ======= ========= ========= ======
Balance,
December 31, 2014 20,000,000 $ 2,000 $(2,000) $ 712 $ (712) $ 0
=========== ======= ======= ========= ========= ======
USA Capital Management, Inc.
Consolidated Statement of Cash Flows
| For the Year Ended December 31, 2015 | From September 25, 2014 (inception) through December 31, 2014 | |||||||
| OPERATING ACTIVITIES | ||||||||
| Net Income (Loss) | $ | 408,391 | $ | (712 | ) | |||
| Non-cash adjustments to reconcile net income (loss) to net cash: | ||||||||
| Depreciation and amortization | 7,979 | - | ||||||
| Changes in Operating Assets and Liabilities: | ||||||||
| Increase in deposits | (261,003 | ) | - | |||||
| Increase in accounts payable and accrued expenses | 168,949 | - | ||||||
| Total adjustments to reconcile net loss to net cash | (84,075 | ) | - | |||||
| Net cash (used in)provided by operating activities | $ | 324,316 | $ | (712 | ) | |||
| INVESTING ACTIVITIES | ||||||||
| Increase in capitalized costs | (102,248 | ) | ||||||
| Net cash provided by investing activities | $ | (102,248 | ) | $ | - | |||
| FINANCING ACTIVITIES | ||||||||
| Proceeds from issuance of common stock | - | |||||||
| Proceeds from issuance of stockholders contribution | 371,543 | 712 | ||||||
| - | ||||||||
| Net cash provided by financing activities | $ | 371,543 | $ | 712 | ||||
| Net increase in cash | 593,611 | - | ||||||
| Cash, beginning of period | - | - | ||||||
| Cash, end of period | $ | 593,611 | $ | - | ||||
| Supplemental cash flow information: | ||||||||
| Interest paid | $ | - | $ | - | ||||
| Income tax paid | $ | - | $ | - | ||||
| Non-cash transaction: | ||||||||
| Dividends | $ | 570,000 | ||||||
| Purchase of fixed assets from related party | $ | 2,317,566 | $ | - | ||||
The accompanying notes are an integral part of these audited financial statements
4
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OAK VALLEY ACQUISITION CORPORATION
STATEMENT OF CASH FLOWS
statements.
USA Capital Management, Inc
Consolidated Statement of Changes in Stockholders' Equity (Deficit)
For the Year ended December 31, 2015 and for the period from September 25, 2014
(Inception) to
December 31, 2014
------------------
OPERATING ACTIVITIES
Net loss $ (712)
------------------
Non-Cash adjustments to reconcile loss
to net cash
Expenses paid by stockholder and
contributed as capital 712
Changes in Operating Assets and Liabilities
Accrued liabilities 0
------------------
Net cash used in operating activities 0
------------------
Net increase in cash 0
Cash, beginning of period -
------------------
Cash, end of period $ 0
==================
| Common Stock | ||||||||||||||||||||||||
| Shares | Amount | Discount on Common Stock | Additional Paid in Capital | Accumulated Deficit | Total Stockholders' Equity (Deficit) | |||||||||||||||||||
| Balance as of December 31, 2014 | 20,000,000 | $ | 2,000 | $ | (2,000 | ) | $ | 712 | $ | (712 | ) | $ | - | |||||||||||
| Cancellation of common stock | (20,000,000 | ) | (2,000 | ) | 2,000 | - | ||||||||||||||||||
| Issuance of common stock | 3,000,000 | 300 | (300 | ) | - | |||||||||||||||||||
| Additional paid in capital | 1,189,109 | 1,189,109 | ||||||||||||||||||||||
| Net Income ( Loss ) | 408,391 | 408,391 | ||||||||||||||||||||||
| Dividends | (570,000 | ) | (570,000 | ) | ||||||||||||||||||||
| Balance as of December 31, 2015 | 3,000,000 | $ | 300 | $ | (300 | ) | $ | 1,189,821 | $ | (162,321 | ) | $ | 1,027,500 | |||||||||||
The accompanying notes are an integral part of these audited financial statements
5
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OAK VALLEY ACQUISITION CORPORATION
Notes to the Financial Statements
statements.
NOTE 1 NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
NATURE OF OPERATIONS
Oak Valley Acquisition Corporation
USA Capital Management, Inc. ("Oak Valley"USA Capital" or "the Company") was incorporated on September 25, 2014 under the laws of the state of Delaware to engage in any lawful corporate undertaking, including, but not limited to, selected mergers and acquisitions. In May 2015, the Company converted from a Delaware to a Puerto Rico corporation and moved its principal place of business to San Juan, Puerto Rico. The Company has been
in the developmental stage since inception and itsCompany' operations to date have been limited toincluded the issuing shares to its original shareholders.shareholders, the purchase of a business office, the acquisition of various properties for development and entered into management contracts. The Company has applied to the required government departments of Puerto Rico for a tax decree under ACT 20-2012. If granted, the Company will benefit from significant income tax advantages, including a 4% tax on taxable income. The Company will attemptcontinue to locatepursue other fee generating management contracts which may include carried interest, outside of Puerto Rico. USA Capital Management, Inc. intends to provide management services to Limited Liability Companies that are formed to promote, invest and negotiate with aoperate business entity
for the combination of that target company with Oak Valley. The
combination will normally take the form of a merger, stock-for-stock
exchange or stock-for-assets exchange. In most instances the target
company will wish to structure the business combination to be within
the definition of a tax-free reorganization under Section 351 or Section
368 of the Internal Revenue Code of 1986, as amended. No assurances can
be given that the Company will be successful in locating or negotiating
with any target company. opportunities globally.
The Company has been formed to provide a method
for a foreign or domestic private company to become a reporting company
with a class of securities registered under the Securities Exchange Act
of 1934.
two employees and one officer, director and shareholder.
BASIS OF PRESENTATION
The summary of significant accounting policies presented below is designed to assist in understanding the Company's audited financial statements. Such audited financial statements and accompanying notes are the representations of the Company's management, who are responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America ("GAAP") in all material respects, and have been consistently applied in preparing the accompanying audited financial statements.
USE OF ESTIMATES
The preparation of audited financial statements in conformity with GAAP 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 periods. Actual results could differ from those estimates.
CASH
Cash and cash equivalents include cash on hand and on deposit at banking institutions as well as all highly liquid short-term investments with original maturities of 90 days or less. The Company did not havehad $593,611 and $0 of cash or cash equivalents as of December 31, 2014.
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2015 and December 31, 2014, respectively.
CONCENTRATION OF RISK
Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash. The Company places its cash with high quality banking institutions. The Company did not have cash balances in excess of the Federal Deposit Insurance Corporation limit as of December 31, 2014.
2015.
INCOME TAXES
Under ASC 740, "Income Taxes," deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Valuation allowances are established when it is more likely than not that some or all of the deferred tax assets will not be realized. As of December 31, 2014,2015 there were no deferred taxes due to the uncertainty of the realization of net operating loss or carry forward prior to expiration.
LOSS
EARNINGS PER COMMON SHARE
Basic lossearnings per common share excludes dilution and is computed by dividing net lossincome by the weighted average number of common shares outstanding during the period. Diluted lossearnings per common share reflect the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the lossearnings of the entity. As of December 31, 2014,2015, there arewere no outstanding dilutive securities.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The Company follows guidance for accounting for fair value measurements of financial assets and financial liabilities and for fair value measurements of nonfinancial items that are recognized or disclosed at fair value in the financial statements (audited) on a recurring basis. Additionally, the Company adopted guidance for fair value measurement related to nonfinancial items that are recognized and disclosed at fair value in the financial statements (audited) on a nonrecurring basis. The guidance establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows:
Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.
Level 2 inputs are inputs other than quoted prices included within Level 1 that1that are observable for the asset or liability, either directly or indirectly.
Level 3 inputs are unobservable inputs for the asset or liability.
The carrying amounts of financial assets such as cash approximate their fair values because of the short maturity of these instruments.
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NOTE 2 - GOING CONCERN
The Company has not yet generated any revenue since inception to datehad working capital of $115,665 and has sustained operating losses during the period ended December 31,
2014. As of December 31, 2014, the Company has an accumulated deficit of $712.($162,321) as of December 31, 2015. The Company's continuation as a going concernCompany is dependent
on its ability to generategenerating sufficient cash flows from operations to meet its obligations and/or obtaining additional financing fromand maintain its members or other sources, as may be required.
current level of operations.
The accompanying audited financial statements have been prepared assuming that the Company will continue as a going concern; however, the above
condition raises substantial doubt about the Company's ability to do so.concern. The audited financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern.
In order to maintain its current level of operations, the Company will
require additional working capital from either cash flow from operations
or from the sale of its equity. However, the Company currently has no
commitments from any third parties for the purchase of its equity. If
the Company is unable to acquire additional working capital, it will be
required to significantly reduce its current level of operations.
NOTE 3 - RECENT ACCOUNTING PRONOUNCEMENTS
Adopted
On June 10, 2014,12, 2015, the FASBFinancial Accounting Standards Board ("FASB") issued ASU 2014-10, Development Stage Entities
(Topic 915).Accounting Standards Update (ASU) No. 2015-10-Technical Corrections and Improvements. The amendments in this update removeUpdate cover a wide range of Topics in the definitionCodification. The amendments in this Update represent changes to make minor corrections or minor improvements to the Codification that are not expected to have a significant effect on current accounting practice or create a significant administrative cost to most entities. This Accounting Standards Update is the final version of a
development stage entity from Topic 915, thereby removing the distinction
between development stage entitiesProposed Accounting Standards Update 2014-240-Technical Corrections and other reporting entities from U.S.
GAAP. In addition,Improvements, which has been deleted. Transition guidance varies based on the amendments eliminate the requirementsin this Update. The amendments in this Update that require transition guidance are effective for development
stageall entities to (1) present inception-to-date information on the statements
of income, cash flows,for fiscal years, and shareholder's equity, (2) label the financial
statements asinterim periods within those of a development stage entity, (3) disclose a description
of the development stage activities in which the entity is engaged, and (4)
disclose in the first year in which the entity is no longer a development
stage entity that in priorfiscal years, it had been in the development stage.beginning after December 15, 2015. Early adoption is permitted. The Company has adoptedpermitted, including adoption in an interim period. All other amendments will be effective upon the issuance of this accounting standard.
The accounting pronouncement does not have a material effect onUpdate. Management is in the financial
statements.
Other recent accounting pronouncements issued byprocess of assessing the FASB (including its
Emerging Issues Task Force) and the United States Securities and Exchange
Commission did not or are not believed by management to have a material
impact of this ASU on the Company's present or future financial statements.
NOTE 4 - STOCKHOLDERS' DEFICIT
EQUITY (DEFICIT)
On September 25, 2014 the Company issued 20,000,000 founders common sharesstock to two directors and officers at a discount of $2,000.
officers.
The Company is authorized to issue 100,000,000 shares of common stock and 20,000,000 shares of preferred stock. As of December 31, 2014,stock, 3,000,000 and 20,000,000 shares of common stock and no preferred stock were issued and outstanding.
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outstanding as of December 31, 2015 and December 31, 2014, respectively.
The Company effected a change in control on May 5, 2015 with the redemption and cancellation of the 20,000,000 shares of outstanding common stock, the resignation of the then officers and directors and the election of Richard Meruelo as President, Secretary and Chief Financial Officer. Richard Meruelo was named director of the Company.
On May 6, 2015, USA Capital issued 3,000,000 shares of its common stock pursuant to Section 4(2) of the Securities Act of 1933 at par representing 100% of the total outstanding 3,000,000 shares of common stock as follows:
Richard Meruelo 3,000,000
NOTE 5 – COMMITMENTS AND CONTINGENCIES
There is no commitment or contingency to disclose during the period ended December 31, 2015.
NOTE 6 – PROPERTY PLANT AND EQUIPMENT
The Company has purchased the following through December 31, 2015:
| Description | Purchase Date | Purchase Amount | ||||
| Building | 04/01/15 | $ | 275,000 | |||
| Land | 07/09/15 | $ | 1,000,000 | |||
| Land | 07/29/15 | $ | 260,000 | |||
These purchases were funded by paid in capital by its sole shareholder and were purchased under Rebuild San Juan-Puerta de Tierra, LLC and Rebuild San Juan-Puerta de Tierra II, LLC. These are single member LLC’s with USA Capital Management, Inc as its only member.
Additionally, the Company has capitalized costs of future purchases in the amount of $102,248.
In August 2015, USA Capital Management, Inc. placed a deposit of $250,000 for the purchase of a property. The purchase is expected to cost $250,000 plus closing expenses. As of December 31, 2015, that amount is held in deposit. This property is adjacent to the other acquisitions and is part of a comprehensive development plan.
The $250,000 was contributed from the Company’s President, Richard Meruelo, as additional paid-in capital.
NOTE 7 – NOTE PAYABLE
In the negotiation for the closing of the $1,000,000 land purchase, the seller, as an inducement to close escrow quickly, accepted a note for $750,000 at 5% per annum, with interest accruing yearly. The note, which commenced on July 8, 2015, is for 36 months (due and payable on July 8, 2018).
NOTE 8 – RELATED PARTY TRANSACTIONS
The land acquisitions were purchased under Rebuild San Juan-Puerta De Tierra, LLC and Rebuild San Juan-Puerta De Tierra II, LLC, single member LLC’s incorporated in Puerto Rico. USA Capital acquired the LLC’s by its capital contributions of $250,000 and $260,000 respectively and are subsidiaries of the Company.
The purchase cost for each acquisition were as follows:
| Rebuild San Juan-Puerta De Tierra, LLC | $1,000,000 (for Land) |
| Rebuild San Juan-Puerta De Tierra II, LLC | $ 260,000 (for Land) |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
OAK VALLEY ACQUISITION CORPORATION
By: /s/ James M. Cassidy
James M. Cassidy, President
Principal executive officer
Dated: March 31, 2015
By: /s/ James M. Cassidy
James M. Cassidy, President
Principal financial officer
Dated: March 31, 2015
Pursuant to the Securities 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 OFFICE DATE
/s/ James M. Cassidy Director March 31, 2015
| USA CAPITAL MANAGEMENT, INC. | |||
| By: | /s/ Richard Meruelo | ||
| President, Chief Financial Officer | |||
| Dated: April 14, 2016 | |||