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 September 30, 2015

 

OR

 

¨

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

 

USA CAPITAL MANAGEMENT, INC.

(Exact name of registrant as specified in its charter)

 

Puerto Rico	47-2128828
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

 

404 Ave Constitution # 208

San Juan, Puerto Rico 00901-2251

(Address of principal executive offices) (zip code)

 

787-900-5048

(Registrant's telephone number, including area code)

 

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.

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," "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 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).

Yes  x   No  ¨

 

Indicate the number of shares outstanding of each of the issuer's classes of stock, as of the latest practicable date.

 

Class	Outstanding at
	November 25, 2015

 

Common Stock, par value $0.0001	3,000,000
Documents incorporated by reference:	None

 

 

UNAUDITED CONDENSED FINANCIAL STATEMENTS

 

Unaudited Condensed Financial Statements	3-5
Notes to Unaudited Condensed Financial Statements	6-9

 

 

USA Capital Management, Inc

Unaudited Condensed Balance Sheets

 

		September 30, 2015 (Unaudited)				December 31, 2014
ASSETS
Non-Current Assets
Deposits		$	251,003			$	-
Property and Equipment:
Land			1,260,000				-
Building, Improvements and Equipment			275,000				-
Less: Accumulated Depreciation			(5,000	)			-
Property and Equipment, net of accumulated depreciation			1,530,000				-
Escrow costs			25,451				-
Less: Accumulated Amortization			(248	)			-
Escrow Costs, net of accumulated amortization			25,203				-
TOTAL ASSETS		$	1,806,206			$	-
LIABILITIES and STOCKHOLDERS' EQUITY(DEFICIT)
LIABILITIES
Accounts Payable and Accrued Expenses		$	15,951			$	-
Total Current Liabilities			15,951				-
Note Payable			750,000				-
TOTAL LIABILITIES			765,951				-
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			1,074,053				712
Accumulated Deficit			(33,798	)			(712	)
TOTAL STOCKHOLDERS' EQUITY (DEFICIT)			1,040,255				-
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY		$	1,806,206			$	-

 

The accompanying notes are an integral part of these unaudited condensed financial statements.

 

 

USA Capital Management, Inc

Unaudited Condensed Statement of Operations

 

		For the Three Months Ended September 30, 2015				For the Nine Months Ended September 30, 2015				From September 25, 2014 (inception) through September 30, 2014
Total Operating Revenue		$	-			$	-			$	-
Expenses:
Homeowners Association fees		$	(1,003	)		$	501				-
Property/Liability insurance			750				1,472				-
Utilities - Electricity			1,012				1,012				-
Utilities - Water			995				995				-
Property Taxes			6,040				6,040				-
Professional fees			4,760				4,760				712
Review and Audit fees			4,100				4,100				-
Total Expenses			16,654				18,880				712
Other Expenses:
Depreciation and amortization			2,728				5,248				-
Interest Expense			8,958				8,958				-
Total Other Expenses			11,686				14,206				-
Net Loss		$	(28,340	)		$	(33,086	)		$	(712	)
Loss Per Share - basic and diluted		$	(0.00	)		$	(0.00	)		$	(0.00	)
Weighted average shares-basic and diluted			3,000,000				10,722,894				20,000,000

 

The accompanying notes are an integral part of these unaudited condensed financial statements.

 

 

USA Capital Management, Inc.

Unaudited Statement of Cash Flows

 

		For the Nine Months Ended September 30, 2015				From September 25, 2014 (inception) through  September 30, 2014
OPERATING ACTIVITIES
Net loss		$	(33,086	)		$	(712	)
Non-cash adjustments to reconcile net loss to net cash:
Depreciation and amortization			5,248				-
Changes in Operating Assets and Liabilities:
Increase in deposits			(251,003	)			-
Increase in accounts payable and accrued expenses			15,952				400
Total adjustments to reconcile net loss to net cash			(229,803	)			400
Net cash used in operating activities			(262,889	)			(312	)
FINANCING ACTIVITIES
Proceeds from issuance of common stock			-				2,000
Proceeds from issuance of stockholders contribution			262,889				312
Net cash provided by financing activities			262,889				2,312
Net increase in cash			-				2,000
Cash, beginning of period			-				-
Cash, end of period		$	-			$	2,000
Supplemental cash flow information:
Interest paid		$	-			$	-
Income tax paid		$	-			$	-
Non-cash transaction:
Purchase of fixed assets from related party		$	2,310,451			$	-

 

The accompanying notes are an integral part of these unaudited condensed financial statements.

 

 

NOTE 1 NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

NATURE OF OPERATIONS

 

USA Capital Management, Inc. ("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' operations to date have been limited to issuing shares to its shareholders, the purchase of a business office, and the acquisition of various properties for development.  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 pursue 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 operate business opportunities globally.

 

BASIS OF PRESENTATION

 

The summary of significant accounting policies presented below is designed to assist in understanding the Company's unaudited condensed financial statements. Such unaudited condensed 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 unaudited condensed financial statements.

 

Certain information and footnote disclosures normally present in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") were omitted pursuant to such rules and regulations. These financial statements should be read in conjunction with the audited financial statements and footnotes included in the Company's Annual Report on Form 10-K filed with the SEC on March 31, 2015. The results for the three and nine months ended September 30, 2015, are not necessarily indicative of the results to be expected for the year ending December 31, 2015.

 

USE OF ESTIMATES

 

The preparation of unaudited condensed 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 condensed 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 have cash or cash equivalents as of September 30, 2015 and December 31, 2014.

 

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 September 30, 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 September 30, 2015 there were no deferred taxes due to the uncertainty of the realization of net operating loss or carry forward prior to expiration.

 

 

LOSS PER COMMON SHARE

 

Basic loss per common share excludes dilution and is computed by dividing net loss by the weighted average number of common shares outstanding during the period. Diluted loss 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 loss of the entity. As of September 30, 2015, there were 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 condensed financial statements (unaudited) 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 condensed financial statements (unaudited) 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 1that 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.

 

NOTE 2 - GOING CONCERN

 

The Company has not yet generated any revenue since inception to date and has sustained operating losses during the period ended September 30, 2015.

 

The Company had a working capital deficiency of $15,952 and an accumulated deficit of $33,798 as of September 30, 2015. The Company's continuation as a going concern is dependent on its ability to generate sufficient cash flows from operations to meet its obligations and/or obtaining additional financing from its members or other sources, as may be required.

 

The accompanying unaudited condensed 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. The unaudited condensed 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

 

On June 12, 2015, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update (ASU) No. 2015-10-Technical Corrections and Improvements. The amendments in this Update cover a wide range of Topics in the Codification. 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 Proposed Accounting Standards Update 2014-240-Technical Corrections and Improvements, which has been deleted. Transition guidance varies based on the amendments in this Update. The amendments in this Update that require transition guidance are effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted, including adoption in an interim period. All other amendments will be effective upon the issuance of this Update. Management is in the process of assessing the impact of this ASU on the Company's financial statements.

 

NOTE 4 - STOCKHOLDERS' EQUITY (DEFICIT)

 

On September 25, 2014 the Company issued 20,000,000 founders common stock to two directors and officers.

 

The Company is authorized to issue 100,000,000 shares of common stock and 20,000,000 shares of preferred stock, 3,000,000 and 20,000,000 shares of common stock and no preferred stock were issued and outstanding as of September 30, 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 September 30, 2015.

 

NOTE 6 – PROPERTY PLANT AND EQUIPMENT

 

The Company has purchased the following through September 30, 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.

 

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 and close in November 2015. As of September 30, 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 in the quarter ending September 30, 2015 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.

 

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)

 

 

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

USA Capital Management, Inc. (formally known as Oak Valley Acquisition Corp.) 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. USA Capital Management, Inc. ("USA Capital" or the "Company") is a blank check company and qualifies as an "emerging growth company" as defined in the Jumpstart Our Business Startups Act which became law in April, 2012.

 

Since inception the Company and through the period covered by this report, the Company's operations have been mainly limited to issuing shares of common stock to its original shareholders and filing a registration statement on Form 10 with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934 as amended to register its class of common stock.

 

On May 6, 2015, the Company changed its name from Oak Valley Acquisition Corporation to USA Capital Management, Inc. and effected a change in control.

 

On May 5, 2015, the following events occurred:

 

1.  The Company redeemed and cancelled an aggregate of 20,000,000 of the then 20,000,000 shares of outstanding stock at a redemption price of $.0001 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.

 

Richard Meruelo was named Director of the Company.

 

Richard Meruelo serves as the Chief Executive Officer, Secretary, Chief Financial Officer and Director of the Company. From 2011 to the present, Mr. Meruelo has served as the manager of Rebuild Miami, LLC. From 2000 to 2011, Mr. Meruelo was chairman and CEO of Meruelo Maddux Properties, Inc. Mr. Meruelo received his Bachelor of Arts Degree from the University of Southern California in 1986.

 

3. On May 6, 2015, the Company issued 3,000,000 shares of its common stock at par representing 100% of the total outstanding 3,000,000 shares of common stock to Richard Meruelo, the sole officer and director of the Company.

 

The Company has no operations nor does it currently engage in any business activities generating revenues. USA Capital’s principal business objective is to provide management services to stateside businesses.

 

The anticipated structure involves the Company managing 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 which allows a reduced 4% income tax rate and 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 the services that qualify for Act 20 tax benefits.

 

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 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 which provides tax incentives to local companies exporting services from Puerto Rico to other jurisdictions in and outside the United States.

 

 

There is no guarantee the Company will be successful in obtaining the benefits under Act 20.

 

On May 6, 2015 the Company ratified the acquisition of a real estate property located in San Juan, Puerto Rico in the name of Oak Valley Acquisition Corporation for an aggregate purchase price of $277,160 that will serve as its business office. Its sole stockholder provided the source of funds as additional paid in capital for the acquisition. There were no off-balance sheet arrangements, contractual obligations, or any seasonal aspects of the business that have had a material effect on the financial condition of the Company or results of its operations. Its liquidity and capital resources need will continue to be provided by its sole stockholder or other financing arrangements.

 

On July 9, 2015, the Company purchased property for future development at a cost of $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. The note bears an interest rate of 5% per annum for a period of 36 months, with yearly interest payments.

 

Additionally, on July 29, 2015 the company purchased an adjacent property at a cost of $260,000 in cash. This property complements the other acquisition and part of an overall development plan. The funding came as additional paid in capital from its sole shareholder.

 

These 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 it only member.

 

Results of Operations for the three months ended September 30, 2015 and the Period from September 25, 2014 (inception) through September 30, 2014

 

The Company sustained a net loss of $28,340 and $712 for the three months ended September 30, 2015 and for the period September 25, 2014 (inception) to September 30, 2014, respectively. 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 various other administrative costs. At September 30, 2014, the $712 loss was comprised of administrative costs.

 

Results of Operations for the nine months ended September 30, 2015 the period from September 25, 2014 (inception) through September 30, 2014

 

The Company sustained a net loss of $33,086 and $712 for the nine months ended September 30, 2015 and for the period September 25, 2014 (inception) to September 30, 2014, respectively. The increase in expenses were a result of the cost associated from the acquisition of the properties, such as property taxes, utilities, property insurance and various other administrative costs. At September 30, 2014, the $712 loss was comprised of administrative costs.

 

Liquidity and Capital Resources

 

The Company used $262,889 and $312 for operating activities for the nine months ended September 30, 2015 and September 30, 2014(from inception of September 23, 2014). In the current quarter, $250,000 was used to place a deposit on an additional property. The company intends to fund its operations and any additional capital expenditures through capital contributions by its sole stockholder.

 

We had no cash provided by investing activities for the nine months ended September 30, 2015.

 

During the nine month period ended September 30, 2015 and the period from September 25, 2014 (inception) through September 30, 2014, proceeds from financing activities were $262,889 and $2,312, respectively. This was comprised of $262,889 contributions made by shareholder and $2,000 issuance of common stock and $312 contribution made by shareholder, respectively.

 

 

ITEM 3. Quantitative and Qualitative Disclosures About Market Risk.

 

Information not required to be filed by Smaller reporting companies.

 

ITEM 4. Controls and Procedures.

 

Disclosures and Procedures

 

Pursuant to Rules adopted by the Securities and Exchange 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 period covered by this report under the supervision and with the participation of the Company's principal executive officer (who was also the principal financial officer).

 

Based upon that evaluation, he believes that the Company's disclosure controls and procedures are 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, processed, summarized and reported, within the time periods specified in the Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Act is accumulated and communicated to the issuer's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

 

This Quarterly Report does not include an attestation report of the Company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management's report in this Quarterly Report.

 

Changes in Internal Controls

 

There was no change in the Company's internal control over financial reporting that was identified in connection with such evaluation that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

 

PART II — OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

 

There are no legal proceedings against the Company and the Company is unaware of such proceedings contemplated against it.

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

From inception (September 25, 2014), the Company has issued 20,000,000 common shares pursuant to Section 4(2) of the Securities Act of 1933 for an aggregate purchase price of $2,000 as follows:

 

On September 25, 2014, the Company issued the following shares of its common stock:

 

Name	Number of Shares
James Cassidy	10,000,000
James McKillop	10,000,000

 

 

On May 5, 2015, the Company redeemed and cancelled the 20,000,000 shares of outstanding common stock.

 

On May 6, 2015, the Company issued 3,000,000 shares of common stock to its sole officer and director, Richard Meruelo.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

Not applicable.

 

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

 

Not applicable.

 

ITEM 5. OTHER INFORMATION

 

(a) Not applicable.

(b) Item 407(c)(3) of Regulation S-K:

 

During the quarter covered by this Report, there have not been any material changes to the procedures by which security holders may recommend nominees to the Board of Directors.

 

ITEM 6. EXHIBITS

 

(a) Exhibits

 

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

 

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 CAPITAL MANAGEMENT, INC.
	By:	/s/ Richard Meruelo
		President, Chief Financial Officer
Dated: November 25, 2015