SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-K



(Mark One)



| | x | ANNUAL REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
| | - | ------------------------------------------------------------------------------



For the fiscal year ended December
31, 2017



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) | Emerging growth company |  ̈                        



If
an emerging growth company, indicate by check if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ̈



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.



|                                     |  | Outstanding at  |          
|------------------------------------ |  | --------------- | ---------
|Class                                |  | August 02, 2018 |          
|                                     |  |                 |          
|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") 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, acquisitions, development
and consulting within the real estate industry. 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 and is currently the sole shareholder.



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. Currently,
the Company’s book and records are kept in California.



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 qualifying taxable income.



In 2017, the Company had
one employee and one officer, director and shareholder (three employees in 2016).



| | Item 2. | PROPERTIES
| | ------- | ----------



Our principal corporate office is located at
404 Ave Constitucion #208 San Juan, Puerto Rico 00901-2251. The Company’s books and records are kept in California.



Real Estate Acquisitions



The following list sets forth certain information
for each of our consolidated real estate acquisitions as of December 31, 2017:



|Description |  | Acquisition Date |  | Type of Real Estate
|----------- |  | ---------------- |  | -------------------
|Condo Unit  |  | 04/01/2015       |  | Residential        
|Land Parcel |  | 07/09/2015       |  | Commercial         
|Land Parcel |  | 07/29/2015       |  | Commercial         
|Land Parcel |  | 08/31/2016       |  | Commercial         



| | Item 3. | LEGAL PROCEEDINGS
| | ------- | -----------------



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



| | Item 4. | MINE SAFETY DISCLOSURES
| | ------- | -----------------------



Not applicable



2







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 and no plans to currently sell any security to the public. 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.



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:



|                   |  |                 |  | NUMBER OF |            |     |               |  
|------------------ |  | --------------- |  | --------- | ---------- | --- | ------------- | -
|DATE               |  | NAME            |  | SHARES    |            |     | CONSIDERATION |  
|                   |  |                 |  |           |            |     |               |  
|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 paid cash dividends of
approximately $.96 per share and $.59 per share for the twelve months ended December 31, 2017 and December 31, 2016, respectively.
The Company expects to continue to pay cash dividends 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.





3







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
within the Real Estate Industry.



The Company qualified for
tax benefits provided by Act 20 in Puerto Rico in June of 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.



Results of Operations
for the twelve months ended December 31, 2017 and December 31, 2016.



The Company increased its
net income to $15,812,273 for the twelve months ended December 31, 2017 and had $1,664,388 for the twelve months ended December
31, 2016. This is largely a result of the current year fees earned increasing to $17,000,000. The total fees for the year ended
December 31, 2016 was $2,000,000. The $15,000,000 increase was primarily a result of the Company’s participation in the sale
of two of its managed properties from related parties. That participation in these sales generated in current year $14,600,000
fees, of which $10,400,0000 were consulting fees and $4,200,000 were a bonus fee income due to performance.



Current year expenses increased
due to higher salary and wage costs of $147,567 and the write-off of $136,879 in capitalized legal costs. Those increases were
partially offset by a reduction of legal fees in 2017 of approximately $46,000. All other expenses were generally comparable and
consistent with the 2016 year. The resulting net income increase over last year accounted for approximately $592,994 of additional
income taxes at December 31, 2017.



Liquidity and Capital Resources



Operating activities provided
cash of $15,945,867 for the twelve months ended December 31, 2017 and $1,556,078 for December 31, 2016. The company continues to
fund its operations from fees generated. Preliminary development cost will also be funded by the proceeds of its operating activities.
Any additional capital expenditures will be provided through capital contributions by its sole stockholder.



Investing activities used for the twelve months
ended December 31, 2017 of $12,594,610 was primarily a result of a note receivable provided in March, 2017. In addition, the Company
paid $94,610 in preliminary development costs. The investing activities of $34,630 for December 31, 2016 were for legal costs incurred
in the negotiation and pursuit of other developmental properties. There were no such costs in the current year.



In 2017, the Company used
$2,786,500 from financing activities to pay cash dividends (net of $100,000 in capital contributions). 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).



For the years ended December
31, 2017 and December 31, 2016, the Company had working capital(deficit) of $(394,711) and ($240,178), respectively. For the year
ended December 31, 2017, the Company paid dividends of $2,886,500 to its sole shareholder and received contributions from its sole
shareholder of $100,000.



4







| | Item 8. | Financial Statements and Supplementary Data
| | ------- | -------------------------------------------



The financial statements
for the year ended December 31, 2017 are attached hereto.



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



On January 23, 2018, the
Company engaged Benjamin & Young, LLP (“B&Y”) as its independent registered public accounting firm and dismissed
Anton & Chia, LLP (“A&C”) from that role. The change in accountants was approved by the Company’s Audit
Committee of the board of directors (“the Audit Committee”). The audit report of A&C on the Company’s financial
statements for the fiscal year ended December 31, 2016 contained no adverse opinion or disclaimer of opinion and was not qualified
or modified as to uncertainty, audit scope or accounting principles. The Company had no “disagreements” (as described
in Item 304(a)(1)(iv) of Regulation S-K) with A&C on any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure.



| | Item 9A. | Control & Procedures
| | -------- | --------------------



Evaluation of Disclosure control 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 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.



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.



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, 2017, 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, 2017, 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.



5







A material weakness is
a deficiency or a combination of deficiencies in internal control over financial reporting such that there is a reasonable possibility
that a material misstatement of the annual or interim consolidated financial statements will not be prevented or detected on a
timely basis.  Management identified the following material weakness in its assessment of the effectiveness of internal control
over financial reporting as of December 31, 2017:  The Company did not maintain effective controls over certain aspects of
the financial reporting process because we lacked a sufficient complement of personnel with a level of accounting expertise that
is commensurate with our financial reporting requirements. This material weakness resulted in, among other things, our failure
to include all necessary disclosures in the draft financial statements provided to our outside auditing firm. The Company
recognizes that in the future it may require additional personnel with knowledge and experience to assist in the preparation, review
and completion of its consolidated financial statements and other reports required under the rules and regulations of the Securities
and Exchange Commission (the “SEC”). As the need arises, the Company intends to hire additional employees with experience
preparing reports for filing with the SEC and will continue to work with outside experts who can assist in the review and analysis
of its financial reports before such drafts are delivered to its auditors for review and who can also assist in the evaluation
and remediation of its internal controls over financial reporting. The Company does not believe that the material weakness has
resulted in any material inaccuracies in the consolidated financial statements included in its Annual Report on Form 10-K for the
year ended December 31, 2017 or any prior periods.



Our management, including
our sole President, Secretary and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal
controls will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable,
not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect
the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Due to the
inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and
instances of fraud, if any, within our Company have been detected.



This annual report on
Form 10-K does not include an attestation report of our 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 rules of the Commission that permit us to provide only management’s report in this annual report on Form 10-K.



| | 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 |  | 55  |  | 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.



6







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.



| | Item 11. | Executive Compensation
| | -------- | ----------------------



The Company’s sole
officer and director received compensation for services rendered to the company of $200,000 and $16,300 for the fiscal years ended
December 31, 2017 and December 31, 2016. 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                                            |  |      | 2017 |  |                | $ | 200,000 |               |  |  | -                   |  |  |                                                                                 | - |  |                                                                 |  | - |                    | 



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, 2017, 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             |  |                      | 3,000,000 |  |                  | 
|               |  | 404 Ave Constitucion #208   |  |                      |           |  |                  | 
|               |  | San Juan, Puerto Rico 00901 |  |                      |           |  |                  | 



| | 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.



All consulting/managing
fees earned by the Company are generated through a related party of the sole shareholder, Richard Meruelo. The fee arrangement
calls for a rate based on the approximate fair value of the managed property. Additionally, the agreements allow for, under certain
conditions, for the Company to participate in bonuses/commissions when better than expected results are achieved.



The investment in an unconsolidated
entity is a developments company in Florida owned by family members of Richard Meruelo, the sole shareholder of the Company. At
December 31, 2017, USA Capital Management, Inc. owns an 18% in that development company.



7







| | 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, 2017 |        |  | December 31, 2016 |  
|----------------- | ------ |  | ----------------- | -
|$                 | 37,325 |  |                   | $



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
| | -- | ----------------------------------------------------------------------------------------------------------------------------------



8







|AUDITED FINANCIAL STATEMENTS                            |      
|------------------------------------------------------- | -----
|                                                        |      
|Report of Independent Registered Public Accounting Firm | 10-11
|                                                        |      
|Consolidated Financial Statements                       | 12-15
|                                                        |      
|Notes to Consolidated Financial Statements              | 16-20



9







INDEPENDENT AUDITOR’S
REPORT



Board of Directors and Stockholder

USA Capital Management, Inc.



Opinion on the Financial Statements

We have audited the accompanying consolidated
balance sheet of USA Capital Management, Inc. and subsidiaries (the “Company”) as of December 31, 2017, and the related
consolidated statements of operations, changes in stockholder’s equity, and cash flows for the year then ended, and the related
notes to the consolidated financial statements (collectively, the “financial statements”). In our opinion, the financial
statements present fairly, in all material respects, the financial position of the Company as of December 31, 2017, 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.



Basis for Opinion

These financial statements are the responsibility
of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based
on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB)
and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and the PCAOB.



We conducted our audit in accordance with the
auditing standards of the PCAOB and 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 financial statements are
free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform,
an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of
internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s
internal control over financial reporting. Accordingly, we express no such opinion.



Our audit included performing procedures to
assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures
that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures
in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by
management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable
basis for our opinion.



|/s/ Benjamin & Young, LLP                           | 
|--------------------------------------------------- | 
|                                                    | 
|We have served as the Company's auditor since 2018. | 
|                                                    | 
|Irvine CA, California                               | 
|August 3, 2018                                      | 



10











INDEPENDENT AUDITOR’S REPORT



To the Board of Directors and Stockholder



Report on the Consolidated
Financial Statements



We have audited the accompanying consolidated
balance sheet of USA Capital Management, Inc. (the “Company”) as of December 31, 2016, and the related consolidated
statements of operations, changes in stockholder’s 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 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.



|//s// Anton & Chia, LLP   | 
|------------------------- | 
|Newport Beach, California | 
|March 27, 2017            | 



11







USA Capital Management, Inc

Consolidated Balance Sheets



|                                                                                                                                                                  |  | December 31, 2017 |            |   | December 31, 2016 |  
|----------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------- | ---------- | - | ----------------- | -
|ASSETS                                                                                                                                                            |  |                   |            |   |                   |  
|                                                                                                                                                                  |  |                   |            |   |                   |  
|Current Assets                                                                                                                                                    |  |                   |            |   |                   |  
|Cash                                                                                                                                                              |  | $                 | 683,289    |   |                   | $
|Accounts receivable                                                                                                                                               |  |                   | 450,000    |   |                   |  
|Advances                                                                                                                                                          |  |                   | 106,300    |   |                   |  
|Deposits                                                                                                                                                          |  |                   | 1,003      |   |                   |  
|Total Current Assets                                                                                                                                              |  |                   | 1,240,592  |   |                   |  
|                                                                                                                                                                  |  |                   |            |   |                   |  
|Investment in unconsolidated entity                                                                                                                               |  |                   | 12,483,500 |   |                   |  
|                                                                                                                                                                  |  |                   |            |   |                   |  
|Property and Equipment:                                                                                                                                           |  |                   |            |   |                   |  
|Capitalized costs                                                                                                                                                 |  |                   | -          |   |                   |  
|Land                                                                                                                                                              |  |                   | 1,529,455  |   |                   |  
|Development costs                                                                                                                                                 |  |                   | 94,610     |   |                   |  
|Building, Improvements and Equipment                                                                                                                              |  |                   | 275,000    |   |                   |  
|Less: Accumulated depreciation                                                                                                                                    |  |                   | (27,500    | ) |                   |  
|Property and Equipment, net of accumulated depreciation                                                                                                           |  |                   | 1,871,565  |   |                   |  
|                                                                                                                                                                  |  |                   |            |   |                   |  
|Escrow costs                                                                                                                                                      |  |                   | 25,451     |   |                   |  
|Less: Accumulated amortization                                                                                                                                    |  |                   | (2,330     | ) |                   |  
|Escrow Costs, net of accumulated amortization                                                                                                                     |  |                   | 23,121     |   |                   |  
|                                                                                                                                                                  |  |                   |            |   |                   |  
|TOTAL ASSETS                                                                                                                                                      |  | $                 | 15,618,778 |   |                   | $
|                                                                                                                                                                  |  |                   |            |   |                   |  
|LIABILITIES and STOCKHOLDERS' EQUITY                                                                                                                              |  |                   |            |   |                   |  
|                                                                                                                                                                  |  |                   |            |   |                   |  
|LIABILITIES                                                                                                                                                       |  |                   |            |   |                   |  
|                                                                                                                                                                  |  |                   |            |   |                   |  
|Accounts Payable and Accrued Expenses                                                                                                                             |  | $                 | 885,303    |   |                   | $
|Note Payable                                                                                                                                                      |  |                   | 750,000    |   |                   |  
|Total Current Liabilities                                                                                                                                         |  |                   | 1,635,303  |   |                   |  
|                                                                                                                                                                  |  |                   |            |   |                   |  
|STOCKHOLDERS' EQUITY                                                                                                                                              |  |                   |            |   |                   |  
|Stockholders' Equity:                                                                                                                                             |  |                   |            |   |                   |  
|Preferred stock, $0.0001 par value, 20,000,000 shares authorized; none issued and outstanding as of December 31, 2017 and December 31, 2016, respectively.        |  |                   | -          |   |                   |  
|                                                                                                                                                                  |  |                   |            |   |                   |  
|Common  Stock, $0.0001 par value, 100,000,000 shares authorized; 3,000,000 shares issued and outstanding as December 31, 2017 and December 31, 2016, respectively |  |                   | 300        |   |                   |  
|                                                                                                                                                                  |  |                   |            |   |                   |  
|Discount on Common stock                                                                                                                                          |  |                   | (300       | ) |                   |  
|                                                                                                                                                                  |  |                   |            |   |                   |  
|Additional Paid in Capital                                                                                                                                        |  |                   | 1,331,635  |   |                   |  
|Accumulated Earnings(Deficit)                                                                                                                                     |  |                   | 12,651,840 |   |                   |  
|TOTAL STOCKHOLDERS' EQUITY                                                                                                                                        |  |                   | 13,983,475 |   |                   |  
|                                                                                                                                                                  |  |                   |            |   |                   |  
|TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                                                                                                        |  | $                 | 15,618,778 |   |                   | $



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



12







USA Capital Management, Inc

Consolidated Statements of Operations



|                                              |  | For the Year Ended December 31, 2017 |            |   | For the Year Ended December 31, 2016 |  
|--------------------------------------------- |  | ------------------------------------ | ---------- | - | ------------------------------------ | -
|                                              |  |                                      |            |   |                                      |  
|Consulting Fees                               |  | $                                    | 17,000,000 |   |                                      | $
|                                              |  |                                      |            |   |                                      |  
|Expenses:                                     |  |                                      |            |   |                                      |  
|Salaries & Wages                              |  | $                                    | 212,000    |   |                                      | $
|Payroll Taxes                                 |  |                                      | 12,444     |   |                                      |  
|Payroll Processing fees                       |  |                                      | -          |   |                                      |  
|Property/Liability insurance                  |  |                                      | 1,215      |   |                                      |  
|Utilities                                     |  |                                      | 6,972      |   |                                      |  
|Property Taxes                                |  |                                      | 16,220     |   |                                      |  
|Other Tax & Licenses                          |  |                                      | 7,300      |   |                                      |  
|Municipal and State taxes                     |  |                                      | 38         |   |                                      |  
|Legal and Professional fees                   |  |                                      | 23,421     |   |                                      |  
|Write Off of Capitalzed costs                 |  |                                      | 136,879    |   |                                      |  
|Review and Audit fees                         |  |                                      | 37,325     |   |                                      |  
|Depreciation and Amortization                 |  |                                      | 10,925     |   |                                      |  
|Office Supplies                               |  |                                      | -          |   |                                      |  
|Postage and courier expense                   |  |                                      | 43         |   |                                      |  
|Cost of Terminated Deals                      |  |                                      | -          |   |                                      |  
|Late fees                                     |  |                                      | 2,991      |   |                                      |  
|Bank Charges                                  |  |                                      | 879        |   |                                      |  
|Total Expenses                                |  | $                                    | 468,652    |   |                                      | $
|                                              |  |                                      |            |   |                                      |  
|Other Income Expenses:                        |  |                                      |            |   |                                      |  
|Loss from investment in unconsilidated entity |  |                                      | (16,500    | ) |                                      |  
|Interest Expense                              |  |                                      | (38,021    | ) |                                      |  
|Total Other Expenses                          |  |                                      | (54,521    | ) |                                      |  
|                                              |  |                                      |            |   |                                      |  
|Net Income before income taxes                |  | $                                    | 16,476,827 |   |                                      | $
|                                              |  |                                      |            |   |                                      |  
|Income taxes                                  |  |                                      | 664,554    |   |                                      |  
|                                              |  |                                      |            |   |                                      |  
|Net Income                                    |  | $                                    | 15,812,273 |   |                                      | $
|                                              |  |                                      |            |   |                                      |  
|Earnings Per Share - basic and diluted        |  | $                                    | 5.28       |   |                                      | $
|                                              |  |                                      |            |   |                                      |  
|Weighted average shares-basic and diluted     |  |                                      | 3,000,000  |   |                                      |  



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



13







USA Capital Management, Inc

Consolidated Statement of Changes in Stockholders'
Equity

For the Year ended December 31, 2017 and the
period from December 31, 2015



|                                |  | Common Stock |           |  |        |   |        |                          |  |   |                            |   |  |                     |             
|------------------------------- |  | ------------ | --------- |  | ------ | - | ------ | ------------------------ |  | - | -------------------------- | - |  | ------------------- | ------------
|                                |  | Shares       |           |  | Amount |   |        | Discount on Common Stock |  |   | Additional Paid in Capital |   |  | Accumulated Deficit |             
|                                |  |              |           |  |        |   |        |                          |  |   |                            |   |  |                     |             
|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   
|                                |  |              |           |  |        |   |        |                          |  |   |                            |   |  |                     |             
|Additional paid in capital      |  |              |           |  |        |   |        |                          |  |   |                            |   |  |                     | 100,000     
|                                |  |              |           |  |        |   |        |                          |  |   |                            |   |  |                     |             
|Net Income                      |  |              |           |  |        |   |        |                          |  |   |                            |   |  |                     |             
|                                |  |              |           |  |        |   |        |                          |  |   |                            |   |  |                     |             
|Dividends                       |  |              |           |  |        |   |        |                          |  |   |                            |   |  |                     |             
|                                |  |              |           |  |        |   |        |                          |  |   |                            |   |  |                     |             
|Balance as of December 31, 2017 |  |              | 3,000,000 |  |        | $ | 300.00 |                          |  | $ | (300.00                    | ) |  | $                   | 1,331,635.00



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



14







USA Capital Management, Inc.

Consolidated Statement of Cash Flows



|                                                                                            |  | For the Year Ended December 31, 2017 |             |   | For the Year Ended December 31, 2016 |  
|------------------------------------------------------------------------------------------- |  | ------------------------------------ | ----------- | - | ------------------------------------ | -
|OPERATING ACTIVITIES                                                                        |  |                                      |             |   |                                      |  
|Net Income                                                                                  |  | $                                    | 15,812,273  |   |                                      | $
|Non-cash adjustments to reconcile net income  to net cash provided by operating activities: |  |                                      |             |   |                                      |  
|Depreciation and amortization                                                               |  |                                      | 10,925      |   |                                      |  
|Loss from investment in unconsolidated entity                                               |  |                                      | 16,500      |   |                                      |  
|Write-Off of Capitalized costs                                                              |  |                                      | 136,879     |   |                                      |  
|                                                                                            |  |                                      |             |   |                                      |  
|Changes in Operating Assets and Liabilities:                                                |  |                                      |             |   |                                      |  
|(Increase) in accounts receivable                                                           |  |                                      | (450,000    | ) |                                      |  
|(Increase) Decrease in deposits                                                             |  |                                      | -           |   |                                      |  
|(Increase) in advances                                                                      |  |                                      | (106,300    | ) |                                      |  
|Increase (Decrease) in accounts payable and accrued expenses                                |  |                                      | 525,590     |   |                                      |  
|Total adjustments to reconcile net income to net cash                                       |  |                                      | 133,594     |   |                                      |  
|                                                                                            |  |                                      |             |   |                                      |  
|Net cash provided by  operating activities                                                  |  | $                                    | 15,945,867  |   |                                      | $
|                                                                                            |  |                                      |             |   |                                      |  
|INVESTING  ACTIVITIES                                                                       |  |                                      |             |   |                                      |  
|Increase in capitalized/development costs                                                   |  |                                      | (94,610.00  | ) |                                      |  
|Increase in investments in unconsolidated entity                                            |  |                                      | (12,500,000 | ) |                                      |  
|Net cash used for investing activities                                                      |  | $                                    | (12,594,610 | ) |                                      | $
|                                                                                            |  |                                      |             |   |                                      |  
|FINANCING ACTIVITIES                                                                        |  |                                      |             |   |                                      |  
|                                                                                            |  |                                      |             |   |                                      |  
|Proceeds from issuance of stockholders contributions                                        |  |                                      | 100,000     |   |                                      |  
|Dividends                                                                                   |  |                                      | (2,886,500  | ) |                                      |  
|Net cash (used for) provided by financing activities                                        |  | $                                    | (2,786,500  | ) |                                      | $
|                                                                                            |  |                                      |             |   |                                      |  
|Net increase (decrease) in cash                                                             |  |                                      | 564,757     |   |                                      |  
|                                                                                            |  |                                      |             |   |                                      |  
|Cash, beginning of year                                                                     |  |                                      | 118,532     |   |                                      |  
|                                                                                            |  |                                      |             |   |                                      |  
|Cash, end of year                                                                           |  | $                                    | 683,289     |   |                                      | $
|                                                                                            |  |                                      |             |   |                                      |  
|Supplemental cash flow information:                                                         |  |                                      |             |   |                                      |  
|Interest paid                                                                               |  | $                                    | -           |   |                                      | $
|Income tax paid                                                                             |  | $                                    | 70,395      |   |                                      | $
|                                                                                            |  |                                      |             |   |                                      |  
|Non-cash transaction:                                                                       |  |                                      |             |   |                                      |  
|Purchase of fixed assets from related party                                                 |  | $                                    | -           |   |                                      | $



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



15







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 two employees
and one officer, director and shareholder.



BASIS OF PRESENTATION



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



Its wholly owned subsidiaries
are Rebuild San Juan-Puerta de Tierra, LLC and Rebuild San Juan-Puerta de Tierra II, LLC.



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.



Interest income on the
Company’s notes receivable is recognized on an accrual basis over the life of the investment using the effective interest
method. Direct loan origination fees and origination or acquisition costs are amortized over the term of the loan as an adjustment
to interest income. The Company will place loans on nonaccrual status when concern exists as to the ultimate collection of principal
or interest. When a loan is placed on nonaccrual status, the Company will reserve the accrual for unpaid interest and will not
recognize subsequent interest income until the cash is received, or the loan returns to accrual status.



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 $683,289 and $118,532 of cash or cash equivalents as of December 31, 2017 and December 31,
2016, respectively.



16







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, 2017.



PROPERTY AND EQUIPMENT



Property and Equipment,
including land, building, improvements and development 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.



INVESTMENT IN UNCONSOLIDATED ENTITIES



For
investments in entities that we do not control, but over which we exercise significant influence, we use the equity method of accounting.
Our judgment with regard to our level of influence or control of an entity involves consideration of various factors including
the form of our ownership interest, our representation in the entity’s
governance, our ability to participate in policy-making decisions and the rights of other investors to participate in the decision-making
process to replace us as manager or to liquidate the entity. Investments accounted for under the equity method of accounting are
recorded at cost and adjusted for our share in the earnings (losses) of the venture and cash contributions and distributions. Any
difference between the carrying amount of the equity method investment on our balance sheet and the underlying equity in net assets
on the entity’s balance sheet results in a basis difference
which is adjusted as the related underlying assets are depreciated, amortized or sold and the liabilities are settled. We generally
allocate income and loss from unconsolidated entities based on the venture’s distribution priorities, which may be different
from its stated ownership percentage.



The
Company evaluates the recoverability of its investment in unconsolidated entities by first reviewing each investment for any indicators
of impairment. If indicators are present, the Company estimates the fair value of the investment. If the carrying value of the
investment is greater than the estimated fair value, management makes an assessment of whether the impairment is“temporary”
or“other-than-temporary.”
In making this assessment, management considers the following: (1) the
length of time and the extent to which fair value has been less than cost, (2) the financial condition and near-term prospects
of the entity, and (3) the Company’s intent and ability
to retain its interest long enough for a recovery in market value. If management concludes that the impairment is“other-than-temporary,”
the Company reduces the investment to its estimated fair value. No
other-than-temporary impairments were identified during either the year ended December 31, 2017 or 2016.



INCOME TAXES



Taxation on profits earned
in Puerto Rico has been calculated on the estimated assessable profits for the year at the rates of taxation prevailing in Puerto
Rico in which the Company operates after taking into effect the benefits from any special tax credits or “tax holidays”
allowed in the country of operations.



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, 2017 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 qualifying 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, 2017, there were no outstanding dilutive securities.



17







FAIR VALUE OF FINANCIAL INSTRUMENTS



The Company follows guidance
for accounting for fair value measurements of financial assets and financial liabilities and for fair value measurements of nonfinancial
items that are recognized or disclosed at fair value in the financial statements (audited) on a recurring basis. Additionally,
the Company adopted guidance for fair value measurement related to nonfinancial items that are recognized and disclosed at fair
value in the financial statements (audited) on a nonrecurring basis. The guidance establishes a fair value hierarchy that prioritizes
the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices
in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving
significant unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows:



Level 1 inputs are quoted prices
(unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement
date.



Level 2 inputs are inputs other than
quoted prices included within Level 1 that 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 - 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. There were
no preferred stock issued and outstanding as of December 31, 2017 and December 31, 2016.



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



Land and building are recorded
at cost. Depreciation is computed on a straight line basis over the estimated life. In the current year, $136,879 was expensed
from previously capitalized costs.



Depreciation expense for
the years ended December 31, 2017 and December 31, 2016 was $10,000.00.



18







NOTE 5 – INVESTMENTS IN UNCONSOLIDATED
ENTITIES



Rebuild Miami–Edgewater



In March 16, 2017 the Company,
as manager to a related party that is currently developing a parcel of land, provided an unsecured note of five years for $12,500,000
at a rate of 10% and which was subsequently converted into an approximate 29% membership interest in Rebuild Miami-Edgewater, LLC
which was recorded and accounted as an investment in unconsolidated entity using the equity method of accounting with an effective
date as of December 31, 2017. Rebuild Miami–Edgewater, LLC was incorporated in December, 2014 as a domestic limited liability
company under the laws of the State of Florida. Rebuild Miami–Edgewater, LLC was formed for the purposes of purchasing and
developing approximately 7.4 acres of land, which is currently under development. Share of losses were picked up during 2017. Most
development costs were capitalized and only an impairment loss was recognized of which $16,500 was picked up by the Company and
included in other expenses as a Loss from Investment in Unconsolidated Entity.



The following
table summarizes the balance sheet data of theRebuild Miami–Edgewater, LLCand
the Company’s investment balance as of December 31, 2017:



|                                                          |  | 2017 |           
|--------------------------------------------------------- |  | ---- | ----------
|Cash                                                      |  | $    | 46,669    
|Real estate – land and improvements                       |  |      | 54,900,000
|Other assets                                              |  |      | 85,749    
|Total assets                                              |  | $    | 55,032,418
|                                                          |  |      |           
|Accounts payable and other liabilities                    |  | $    | 1,907,386 
|Note payable secured by real estate                       |  |      | 13,000,000
|Related party notes payable                               |  |      | 17,500,000
|Members’ Capital                                          |  |      | 22,625,032
|Total liabilities and members’ capital                    |  | $    | 55,032,418
|                                                          |  |      |           
|Impairment loss                                           |  |      | 20,935,901
|Net Loss                                                  |  | $    | 20,935,901
|                                                          |  |      |           
|The Company’s share of capital in Rebuild Miami-Edgewater |  | $    | 12,483,500
|Unamortized basis difference                              |  |      | -         
|The Company’s investment in Rebuild Miami-Edgewater       |  | $    | 12,483,500



NOTE 6 – 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). At December 31, 2017, the Company has accrued interest payable of $94,688.



NOTE 7 – INCOME TAXES



We operate under tax holidays
in other countries, which are effective through December 31, 2025, and may be extended if certain additional requirements are satisfied.
The tax holidays are conditional upon our meeting certain employment and investment thresholds. The impact of these tax holidays
decreased taxes by $5,761,409, and $605,460 for 2017 and 2016, respectively. The benefit of the tax holidays on net income per
share (diluted) was $1.92 and $.20 for 2017 and 2016, respectively. Commencing after the year ending December 31, 2025, the Company
would be subject to the regular prevailing corporate tax rates. If those tax rates were in effect today, the Company’s income
tax expense for the years ended December 31, 2017 and December 31, 2016 would be $6,425,963 and $677,020.



19







NOTE 8 – RELATED PARTY TRANSACTIONS



All of the management/consulting
fees generated of $17,000,000 and $2,000,000 for the years ended December 31, 2017 and December 31, 2016 are with entities affiliated/related
to the sole shareholder of USA Capital Management, Inc. The fee arrangement calls for a rate based on the approximate fair value
of the managed property. In addition to the specified management/consulting fees, these agreements allow for, under certain circumstances,
for the company to participate in bonuses when better than expected results are achieved. Such bonuses were paid in 2017 (none
in 2016).



The investment in an unconsolidated
entity is with a development company in Florida owned by family members of Richard Meruelo. At December 31, 2017, the Company owns
approximately 29% in that development company.



NOTE 9 – SUBSEQUENT EVENTS



In February,2018 the Company
received a one time commission/fee of $8,000,000 on a sale of property owned by a related party.



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SIGNATURES



Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



| | USA CAPITAL MANAGEMENT, INC.
| | ----------------------------
| |                             
| | By:                         
| |                             

Dated: August 3, 2018



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