SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-K



(Mark One)



xANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



For the fiscal year ended December 31, 2016



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 Constitución # 208

San Juan, Puerto Rico 00901-2251

(Address of principal executive offices) (zip
code)



(Registrant's telephone number, including area
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)                        



Indicate by check mark if the registrant is a well-known seasoned
issuer, as defined in Rule 405 of the Securities Act:

 ̈YesxNo



Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or Section 15(d) of the Act:

 ̈YesxNo



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:

YesxNo ̈



Indicate by check mark whether the registrant has submitted electronically
and posted on its Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation
S-T (Section 232.404 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required
to submit and post such files.

YesxNo ̈



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’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.

YesxNo ̈



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 ̈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’s most recently completed second fiscal
quarter:



$ 0



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



|Class                                |  | Outstanding at 
March 15, 2017 |          
|------------------------------------ |  | ------------------------------ | ---------
|                                     |  |                                |          
|Common Stock, par value $0.0001      |  |                                | 3,000,000
|                                     |  |                                |          
|Documents incorporated by reference: |  |                                | None     











PART I



Item 1. BUSINESS



USA Capital Management,
Inc. ("USA Capital" or "the Company" formally 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. The Company was originally formed to provide a method for a foreign or domestic private company to become
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 10 registration statement
filed pursuant to the Securities Exchange Act of 1934 (“the Exchange Act”) and Rule 12(g) thereof.



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 the director of the company. On May 6, 2015, the Company issued 3,000,000 shares of its common
stock pursuant to Section 4(2) of the Securities Act of 1933 to Richard Meruelo.

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.



In June 2016, the Company
was granted tax benefits by the government of Puerto Rico under the provisions of ACT 20-2012. Under the Act, the Company will
benefit from significant tax advantages, including a 4% tax on taxable income.



In 2016, the Company had
three employees and one officer, director and shareholder (two employees in 2015).



Item 2. PROPERTIES



There was one property
purchased in 2016 and three in 2015. In August, 2016, the Company purchased a parcel of land for $252,029 that is adjacent to the
parcels previously acquired and complements the previous acquisitions. It was paid in full largely with the $250,000 deposit the
Company had in escrow. In 2015, the Company purchased property that is being utilized as office space and two additional parcels
of land that it intends to develop. Those purchases were paid in the form of seller financing and cash from additional paid in
capital from its sole shareholder. The 2015 purchases totaled $1,535,000.



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



There is no litigation
pending or threatened by or against the Company.



Item 4. MINE SAFETY DISCLOSURES



Not applicable



PART II



Item 5. Market for Registrant’s Common
Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities



There is currently no public
market for the Company’s securities.



The Company has not yet
elected to cause the Company’s stock to trade in one or more United States securities markets.



At such a time as it 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 quantitative financial requirements.
Any equity security of a reporting company not listed on the NASDAQ 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.





2







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.



Since inception, the Company
has sold securities which were not registered as follows:



|DATE               |  | NAME            |  | NUMBER OF |            |     | CONSIDERATION |  
|------------------ |  | --------------- |  | --------- | ---------- | --- | ------------- | -
|                   |  |                 |  | SHARES    |            |     |               |  
|                   |  |                 |  |           |            |     |               |  
|September 25, 2014 |  | James Cassidy   |  |           | 10,000,000 | (1) |               | $
|                   |  |                 |  |           |            |     |               |  
|September 25, 2014 |  | James McKillop  |  |           | 10,000,000 | (1) |               | $
|                   |  |                 |  |           |            |     |               |  
|May 6, 2015        |  | Richard Meruelo |  |           | 3,000,000  |     |               | $



| | (1) | Shares redeemed and cancelled on May 5, 2015
| | --- | --------------------------------------------



The Company declared cash dividends
for approximately $.06 per share and $.19 in December, 2016 and December, 2015, respectively. The Company expects that comparable
cash dividends will be paid in the future.



Item 6. Selected Financial Data



There is no selected financial
data required to be filed for a smaller reporting company as defined by Item 10(f)(1) of Regulation S-K.



Item 7. Management’s Discussion and Analysis
of Financial Condition and Results of Operations



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 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 Acquisition Corp to USA Capital Management, Inc. and effected a change in control. The Company
issued 3,000,000 shares of common stock at par (representing 100% of the total outstanding 3,000,000 shares of outstanding stock)
to Richard Meruelo, the sole 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 qualified for
tax benefits provided by Act 20 in Puerto Rico in June, 2016. 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.



3







Results of Operations
for the twelve months ended December 31, 2016 and December 31, 2015.



The Company had net income
of $1,664,388 and $408,391 for the twelve months ended December 31, 2016 and December 31, 2015, respectively. The Company generated
consulting fee revenues of $2,000,000 in 2016 and $600,000 in 2015. Revenue increases were a result of a full year of fees in 2016
versus approximately six months of fee generation in 2015, along with an addition to its customer base.



Similarly, increases in expenses over last
year were a result of twelve months of operation expenses in 2016 and only six months of operation expenses in 2015. Additionally,
administrative cost such as salaries, audit and review costs, and municipal taxes incremented over the prior year. The resulting
net income increase over last year accounted for the approximately $54,544 of additional income taxes at December 31, 2016.



Liquidity and Capital
Resources



Operating activities provided
cash of $1,556,078 for the twelve months ended December 31, 2016 and $324,316 for December 31, 2015. The company continues to fund
its operations from fees generated. Any additional capital expenditures will be provided through capital contributions by its sole
stockholder.



Investing activities used for the twelve months
ended December 31, 2016 and December 31, 2015 were $34,630 and $102,248, respectively. These are capitalized legal cost incurred
in the negotiation and pursuit of other developmental properties. Such costs are expected to decrease over the coming year.



During the twelve month period ended December
31, 2016, the Company used $220,527 from its financing activities to purchase the sole parcel of land it acquired (the funds were
provided from its sole shareholder). The December 31, 2015 results from financing activities was $371,543 that were also used for
purchases of land.

For the years ended December 31, 2016 and December
31, 2015, the Company had working capital (deficit) of $(240,178) and $115,665. In December, 2016, the Company paid dividends of
$1,776,000.



Item 8. Financial Statements and Supplementary
Data



The financial statements
for the year ended December 31, 2016 are attached hereto.



Item 9. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure



There were no change in
or disagreements with accountants on accounting and financial disclosure for the period covered by this report.



Item 9A. Control & 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 fiscal
year by the 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 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 day operations
of the company.



4







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’s officer and its president, conducted an evaluation of the effectiveness of the Company’s
internal control over financial reporting as of December 31, 2016, 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’s internal control over financial reporting was not effective as of December 31, 2016, 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 USA Capital Management, Inc., has not issued an attestation report on the
effectiveness of the Company’s internal control over financial reporting.



Changes in Internal Control Over Financial
Reporting



There have been no changes
in the Company’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



Not applicable



PART III



Item 10. Directors, Executive Officer, and
Corporate Governance



The Directors and Officers
of the Company are as follows:



|Name            |  | Age |  | Positions and Offices Held         
|--------------- |  | --- |  | -----------------------------------
|Richard Meruelo |  | 54  |  | 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-named officer and director
is not acting on behalf of nor will act at the direction of any other person.



Richard Meruelo serves
as the Chief Executive Officer, Secretary, Chief Financial Officer and Director of the Company (since May 5, 2016). 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.



Code of Ethics



The Company has not at
this time adopted a code of Ethics pursuant to rules described in Regulation S-K. The company has only one person who is the only
shareholder, director and 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.



The Company does not maintain an Internet website
on which to post a code of ethics.



Corporate 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 one shareholder who serves as the corporate director and officers. At such a time as the Company has additional shareholders,
the Company will propose creating committees of its board of directors, including both a nominating and an audit committee.



5







Item 11. Executive Compensation



The Company’s sole
officer and director received compensation for services rendered to the company of $16,300 and $4,000 for the fiscal years ended
December 31, 2016 and December 31, 2015. Executive compensation 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   |  | 2016 |  | $          | 16,300 |  |           |  | - |                     |  |  | -                                      |  |  |                        | - |  |                    | 



No retirement, pension,
profit sharing, stock option or issuance 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, 2016, each person known by the Company to be the beneficial owner of five percent or more of the Company’s
common stock and the director and officer of the Company.

The Company does not have a 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 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 |  |                  | 



Item 13. Certain Relationships and Related
Transactions and Director Independence



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.



6







Item 14. Principal Accounting Fees and 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’s annual financial statements and review of financial statements included in the Company’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, 2016 |        |  | December 31, 2015 |  
|----------------- | ------ |  | ----------------- | -
|                  |        |  |                   |  
|$                 | 30,025 |  |                   | $



Audit-Related Fees



The Company does not currently
have an audit committee serving and as a result its director performs the duties of an audit committee. The director 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-approval policies and procedures.



PART IV



Item 15. Exhibits, Financial Statement Schedules



There are no financial
statements schedules nor exhibits filed herewith. The exhibits filed in earlier reports and the Company’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



7







AUDITED FINANCIAL STATEMENTS



|Report of Independent Registered Public Accounting Firm | 9    
|------------------------------------------------------- | -----
|                                                        |      
|Consolidated Financial Statements                       | 10-13
|                                                        |      
|Notes to Consolidated Financial Statements              | 14-17



8











INDEPENDENT AUDITOR’S REPORT



To the Board of Directors and Stockholders



USA Capital Management, Inc.



404 Ave. Constitucion #208



San Juan, Puerto Rico 00901-2237



Report on the Consolidated Financial
Statements



We have audited the accompanying consolidated balance sheets of
USA Capital Management, Inc. (the “Company”) as of December 31, 2016 and 2015, and the related consolidated statements
of operations, changes in stockholders’ equity, and cash flows for the year then ended, and the related notes to the consolidated
financial statements.



Management’s Responsibility
for the Consolidated Financial Statements



Management is responsible for the preparation and fair presentation
of these consolidated financial statements in accordance with accounting principles generally accepted in the United States of
America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation
of financial statements that are free from material misstatement, whether due to fraud or error.



Auditor’s Responsibility



Our responsibility is to express an opinion on these consolidated
financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the
United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether
the consolidated financial statements are free from material misstatement.



An audit involves performing procedures to obtain audit evidence
about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor’s
judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due
to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation
and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly,
we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness
of significant accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial
statements.



We believe that the audit evidence we have obtained is sufficient
and appropriate to provide a basis for our audit opinion.



Opinion



In our opinion, the consolidated financial statements referred to
above present fairly, in all material respects, the financial position of the Company, at December 31, 2016 and 2015, and the results
of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the
United States of America.







Newport Beach, California



March 27, 2017



9











USA Capital Management, Inc

Consolidated Balance Sheets





|                                                                                                                                                                                    |  | December 31, 2016 |           |   | December 31, 2015 |  
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------- | --------- | - | ----------------- | -
|ASSETS                                                                                                                                                                              |  |                   |           |   |                   |  
|                                                                                                                                                                                    |  |                   |           |   |                   |  
|Current Assets                                                                                                                                                                      |  |                   |           |   |                   |  
|Cash                                                                                                                                                                                |  | $                 | 118,532   |   |                   | $
|Deposits                                                                                                                                                                            |  |                   | 1,003     |   |                   |  
|Total Current Assets                                                                                                                                                                |  |                   | 119,535   |   |                   |  
|                                                                                                                                                                                    |  |                   |           |   |                   |  
|Property and Equipment:                                                                                                                                                             |  |                   |           |   |                   |  
|Capitalized costs                                                                                                                                                                   |  |                   | 136,879   |   |                   |  
|Land                                                                                                                                                                                |  |                   | 1,529,455 |   |                   |  
|Building, Improvements and Equipment                                                                                                                                                |  |                   | 275,000   |   |                   |  
|Less: Accumulated Depreciation                                                                                                                                                      |  |                   | (17,500   | ) |                   |  
|                                                                                                                                                                                    |  |                   |           |   |                   |  
|Property and Equipment, net of accumulated depreciation                                                                                                                             |  |                   | 1,923,834 |   |                   |  
|                                                                                                                                                                                    |  |                   |           |   |                   |  
|Escrow costs                                                                                                                                                                        |  |                   | 25,451    |   |                   |  
|Less: Accumulated Amortization                                                                                                                                                      |  |                   | (1,405    | ) |                   |  
|Escrow Costs, net of accumulated amortization                                                                                                                                       |  |                   | 24,046    |   |                   |  
|                                                                                                                                                                                    |  |                   |           |   |                   |  
|TOTAL ASSETS                                                                                                                                                                        |  | $                 | 2,067,415 |   |                   | $
|                                                                                                                                                                                    |  |                   |           |   |                   |  
|LIABILITIES and STOCKHOLDERS' EQUITY                                                                                                                                                |  |                   |           |   |                   |  
|                                                                                                                                                                                    |  |                   |           |   |                   |  
|LIABILITIES                                                                                                                                                                         |  |                   |           |   |                   |  
|                                                                                                                                                                                    |  |                   |           |   |                   |  
|Accounts Payable and Accrued Expenses                                                                                                                                               |  | $                 | 359,713   |   |                   | $
|                                                                                                                                                                                    |  |                   |           |   |                   |  
|Total Current Liabilities                                                                                                                                                           |  |                   | 359,713   |   |                   |  
|                                                                                                                                                                                    |  |                   |           |   |                   |  
|Note Payable                                                                                                                                                                        |  |                   | 750,000   |   |                   |  
|                                                                                                                                                                                    |  |                   |           |   |                   |  
|TOTAL LIABILITIES                                                                                                                                                                   |  |                   | 1,109,713 |   |                   |  
|                                                                                                                                                                                    |  |                   |           |   |                   |  
|STOCKHOLDERS' EQUITY                                                                                                                                                                |  |                   |           |   |                   |  
|Stockholders' Equity:                                                                                                                                                               |  |                   |           |   |                   |  
|Preferred stock, $0.0001 par value, 20,000,000 shares authorized; none issued and outstanding as of December 31, 2016 and December 31, 2015, 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 December 31, 2016 and December 31, 2015, respectively |  |                   | 300       |   |                   |  
|                                                                                                                                                                                    |  |                   |           |   |                   |  
|Discount on Common stock                                                                                                                                                            |  |                   | (300      | ) |                   |  
|                                                                                                                                                                                    |  |                   |           |   |                   |  
|Additional Paid in Capital                                                                                                                                                          |  |                   | 1,231,634 |   |                   |  
|Accumulated Deficit                                                                                                                                                                 |  |                   | (273,932  | ) |                   |  
|TOTAL STOCKHOLDERS' EQUITY                                                                                                                                                          |  |                   | 957,702   |   |                   |  
|                                                                                                                                                                                    |  |                   |           |   |                   |  
|TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                                                                                                                          |  | $                 | 2,067,415 |   |                   | $





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



10









USA Capital Management, Inc

Consolidated Statements of Operations



|                                          |  | For the Year Ended December 31, 2016 |           |  | For the Year Ended December 31, 2015 |  
|----------------------------------------- |  | ------------------------------------ | --------- |  | ------------------------------------ | -
|                                          |  |                                      |           |  |                                      |  
|Consulting Fees                           |  | $                                    | 2,000,000 |  |                                      | $
|                                          |  |                                      |           |  |                                      |  
|Expenses:                                 |  |                                      |           |  |                                      |  
|Salaries & Wages                          |  | $                                    | 64,433    |  |                                      | $
|Payroll Taxes                             |  |                                      | 5,610     |  |                                      |  
|Payroll Processing fees                   |  |                                      | 630       |  |                                      |  
|Homeowners Association fees               |  |                                      | -         |  |                                      |  
|Property/Liability insurance              |  |                                      | 2,037     |  |                                      |  
|Utilities                                 |  |                                      | 7,717     |  |                                      |  
|Property Taxes                            |  |                                      | 15,289    |  |                                      |  
|Other Tax & Licenses                      |  |                                      | 7,782     |  |                                      |  
|Municipal and State taxes                 |  |                                      | 153       |  |                                      |  
|Legal and Professional fees               |  |                                      | 69,572    |  |                                      |  
|Review and Audit fees                     |  |                                      | 30,025    |  |                                      |  
|Depreciation and Amortization             |  |                                      | 10,926    |  |                                      |  
|Office Supplies                           |  |                                      | 997       |  |                                      |  
|Cost of Terminated Deals                  |  |                                      | 10,000    |  |                                      |  
|Bank Charges                              |  |                                      | 756       |  |                                      |  
|Total Expenses                            |  | $                                    | 225,927   |  |                                      | $
|                                          |  |                                      |           |  |                                      |  
|Other Expenses:                           |  |                                      |           |  |                                      |  
|Interest Expense                          |  |                                      | 38,125    |  |                                      |  
|Total Other Expenses                      |  |                                      | 38,125    |  |                                      |  
|                                          |  |                                      |           |  |                                      |  
|Net Income before income taxes            |  | $                                    | 1,735,948 |  |                                      | $
|                                          |  |                                      |           |  |                                      |  
|Income taxes                              |  |                                      | 71,560    |  |                                      |  
|                                          |  |                                      |           |  |                                      |  
|Net Income                                |  | $                                    | 1,664,388 |  |                                      | $
|                                          |  |                                      |           |  |                                      |  
|Earnings Per Share - basic and diluted    |  | $                                    | 0.55      |  |                                      | $
|                                          |  |                                      |           |  |                                      |  
|Weighted average shares-basic and diluted |  |                                      | 3,000,000 |  |                                      |  



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





11









USA Capital Management, Inc

Consolidated Statement of Changes
in Stockholders' Equity

For the Year ended December 31,
2016 and for the period from December 31, 2014



|                                |  | Common Stock |             |   | Discount on Common |   |        | Additional Paid |  |   | Accumulated |   |  | Total Stockholders' |          
|------------------------------- |  | ------------ | ----------- | - | ------------------ | - | ------ | --------------- |  | - | ----------- | - |  | ------------------- | ---------
|                                |  | Shares       |             |   | Amount             |   |        | Stock           |  |   | in Capital  |   |  | Deficit             |          
|                                |  |              |             |   |                    |   |        |                 |  |   |             |   |  |                     |          
|Balance as of December 31, 2014 |  |              | 20,000,000  |   |                    | $ | 2,000  |                 |  | $ | (2,000      | ) |  | $                   | 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
|                                |  |              |             |   |                    |   |        |                 |  |   |             |   |  |                     |          
|Net income                      |  |              | -           |   |                    |   | -      |                 |  |   | -           |   |  |                     | -        
|                                |  |              |             |   |                    |   |        |                 |  |   |             |   |  |                     |          
|Dividends                       |  |              | -           |   |                    |   | -      |                 |  |   | -           |   |  |                     | -        
|                                |  |              |             |   |                    |   |        |                 |  |   |             |   |  |                     |          
|Balance as of December 31, 2015 |  |              | 3,000,000   |   |                    | $ | 300    |                 |  | $ | (300        | ) |  | $                   | 1,189,821
|                                |  |              |             |   |                    |   |        |                 |  |   |             |   |  |                     |          
|Additional paid in capital      |  |              | -           |   |                    |   | -      |                 |  |   | -           |   |  |                     | 41,814   
|                                |  |              |             |   |                    |   |        |                 |  |   |             |   |  |                     |          
|Net Income                      |  |              | -           |   |                    |   | -      |                 |  |   | -           |   |  |                     | -        
|                                |  |              |             |   |                    |   |        |                 |  |   |             |   |  |                     |          
|Dividends                       |  |              | -           |   |                    |   | -      |                 |  |   | -           |   |  |                     | -        
|                                |  |              |             |   |                    |   |        |                 |  |   |             |   |  |                     |          
|Balance as of December 31, 2016 |  |              | 3,000,000   |   |                    | $ | 300    |                 |  | $ | (300        | ) |  | $                   | 1,231,635





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





12









USA Capital Management, Inc.

Consolidated Statement of Cash
Flows



|                                                                                           |  | For the Year Ended December 31, 2016 |            |   | For the Year Ended December 31, 2015 |  
|------------------------------------------------------------------------------------------ |  | ------------------------------------ | ---------- | - | ------------------------------------ | -
|OPERATING ACTIVITIES                                                                       |  |                                      |            |   |                                      |  
|Net Income                                                                                 |  | $                                    | 1,664,388  |   |                                      | $
|Non-cash adjustments to reconcile net income to net cash provided by operating activities: |  |                                      |            |   |                                      |  
|Depreciation and amortization                                                              |  |                                      | 10,926     |   |                                      |  
|Changes in Operating Assets and Liabilities:                                               |  |                                      |            |   |                                      |  
|(Increase) Decrease in deposits                                                            |  |                                      | 260,000    |   |                                      |  
|Increase (Decrease) in accounts payable and accrued expenses                               |  |                                      | (379,236   | ) |                                      |  
|Total adjustments to reconcile net income to net cash                                      |  |                                      | (108,310   | ) |                                      |  
|                                                                                           |  |                                      |            |   |                                      |  
|Net cash provided by operating activities                                                  |  | $                                    | 1,556,078  |   |                                      | $
|                                                                                           |  |                                      |            |   |                                      |  
|INVESTING ACTIVITIES                                                                       |  |                                      |            |   |                                      |  
|Increase in capitalized costs                                                              |  |                                      | (34,630    | ) |                                      |  
|Net cash used for investing activities                                                     |  | $                                    | (34,630    | ) |                                      | $
|                                                                                           |  |                                      |            |   |                                      |  
|FINANCING ACTIVITIES                                                                       |  |                                      |            |   |                                      |  
|                                                                                           |  |                                      |            |   |                                      |  
|Proceeds from issuance of stockholders contribution to purchase land                       |  |                                      | (220,527   | ) |                                      |  
|Dividends                                                                                  |  |                                      | (1,776,000 | ) |                                      |  
|Net cash (used for)provided by financing activities                                        |  | $                                    | (1,996,527 | ) |                                      | $
|                                                                                           |  |                                      |            |   |                                      |  
|Net increase (decrease) in cash                                                            |  |                                      | (475,079   | ) |                                      |  
|                                                                                           |  |                                      |            |   |                                      |  
|Cash, beginning of year                                                                    |  |                                      | 593,611    |   |                                      |  
|                                                                                           |  |                                      |            |   |                                      |  
|Cash, end of year                                                                          |  | $                                    | 118,532    |   |                                      | $
|                                                                                           |  |                                      |            |   |                                      |  
|Supplemental cash flow information:                                                        |  |                                      |            |   |                                      |  
|Interest paid                                                                              |  | $                                    | -          |   |                                      | $
|Income tax paid                                                                            |  | $                                    | 20,000     |   |                                      | $
|                                                                                           |  |                                      |            |   |                                      |  
|Non-cash transaction:                                                                      |  |                                      |            |   |                                      |  
|Dividends                                                                                  |  | $                                    | -          |   |                                      | $
|Purchase of fixed assets from related party                                                |  | $                                    | 262,340    |   |                                      | $



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





13







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. 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’s operations are mostly dedicated to its
management consulting as it continues to focus on expanding its customer base. The properties are designated for development as
the Company is working to complete its development plan and obtain financing. The Company qualified for a tax decree under ACT
20-2012 in Puerto Rico. The Company will benefit from significant income tax advantages, including a 4% tax on taxable income.
The Company will continue to pursue 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 operate businesses.



The Company has three 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 consolidated
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 consolidated
financial statements.



PRINCIPLES OF CONSOLIDATION



Consolidation is the process
by which the financial statements of a parent company are combined with those of its subsidiaries, as if they were a single entity.
All of the companies over which the Company has a direct or indirect power to determine financial and operating policies are included
as part of these consolidated financial statements. All intercompany balances and transactions, if any, have been eliminated.



USE OF ESTIMATES



The preparation of consolidated
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.



REVENUE RECOGNITION



Revenue recognition is
based on accrual accounting in accordance with GAAP and is recognized when earned. Management fees are based on a percentage of
the value of the managed project.



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 had $118,532 and $593,611 of cash or cash equivalents as of December 31, 2016 and December 31,
2015, respectively.



14







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 have cash balances in excess of the Federal Deposit Insurance Corporation limit
as of December 31, 2016.



PROPERTY AND EQUIPMENT



Property and Equipment,
including land, building, improvements and capitalized costs are stated at cost, less accumulated depreciation. We have determined
the useful life of the buildings and improvements to be 27.5 years. Costs related to the acquisitions or future acquisitions have
been capitalized, while expenses for repairs and maintenance are charged to operations as incurred.



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, 2016 there were no deferred taxes due to the uncertainty
of the realization of net operating loss or carry forward prior to expiration.



The Company has qualified
in Puerto Rico under Act 20-2012, which among other benefits, is taxed at a rate of 4% of taxable income.



EARNINGS PER COMMON SHARE



Basic earnings per common
share excludes dilution and is computed by dividing net income by the weighted average number of common shares outstanding during
the period. Diluted earnings 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 earnings of the entity. As of December 31, 2016, 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 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 1that are observable for the asset or liability, either directly or indirectly.



Level 3 inputs are unobservable inputs
for the asset or liability.



15







The carrying amounts of
financial assets such as cash approximate their fair values because of the short maturity of these instruments.



NOTE 2 - RECENT ACCOUNTING PRONOUNCEMENTS



On October 26, 2016, the
Financial Accounting Standards Board ("FASB") issued Accounting Standards Update (ASU) No. 2016-17-Consolidation Topic
810): Interest Held through Related Parties That Are under Common Control. The amendments in this Update cover a wide range of
Topics in the Codification. The amendments in this Update represent changes to the evaluation of whether a reporting entity is
the primary beneficiary of a variable interest entity by changing how a reporting entity that is a single decision maker of a variable
interest entity treats indirect interests in the entity held through related parties that are under common control with the reporting
entity. 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, 2016. 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 3 - STOCKHOLDERS' EQUITY



The Company is authorized
to issue 100,000,000 shares of common stock and 20,000,000 shares of preferred stock, 3,000,000 shares of common stock and no preferred
stock were issued and outstanding as of December 31, 2016 and December 31, 2015.



The Company effected a
change in control on May 5, 2015 with the redemption and cancellation of 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 4 – PROPERTY PLANT AND EQUIPMENT



The Company has purchased the following through
December 31, 2015 and December 31, 2016:



|Description |  | Purchase Date |  | Purchase Amount |          
|----------- |  | ------------- |  | --------------- | ---------
|Building    |  | 04/01/15      |  | $               | 275,000  
|Land        |  | 07/09/15      |  | $               | 1,000,000
|Land        |  | 07/29/15      |  | $               | 260,000  
|Land        |  | 08/31/16      |  | $               | 262,340  



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 legal
costs of future purchases in the amount of $136,879.



In August 2016, USA Capital
Management, Inc. closed on the purchase of a property for $262,340. This property is adjacent to the other acquisitions and is
part of the Company’s comprehensive development plan. The $262,340 was contributed from the Company’s President, Richard
Meruelo, as additional paid-in capital.



16







NOTE 5 – 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 6 – 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 the acquisition were
as follows:



|Rebuild San Juan-Puerta De Tierra, LLC    | $1,007,115 (for Land)
|----------------------------------------- | ---------------------
|Rebuild San Juan-Puerta De Tierra II, LLC | $ 522,340 (for Land) 



The management fees generated of $2,000,000
and $600,000 for the years ended December 31, 2016 and

December 31, 2015 were with entities affiliated/related
to the sole shareholder of USA Capital Management, Inc.



NOTE 7 – SUBSEQUENT EVENTS



In March, 2017, one of the managed properties
of the Company was sold, realizing USA Capital with a fee income on that sale of $12,600,000. Additionally, a deposit of $1,000,000
was made for a parcel of land in March, 2017.



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:                         
| |                             



Dated: March 27, 2017



17