SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
May 5, 2015
Date of Report
(Date of Earliest Event Reported)
USA CAPITAL MANAGEMENT, INC.
(Exact Name of Registrant as Specified in its Charter)
OAK VALLEY ACQUISITION CORPORATION
(Former Name of Registrant as Specified in its Charter)
Delaware 000-553069 47-2128828
(State or other (IRS Employer
jurisdiction (Commission File Number) Identification No.)
of incorporation)
USA Capital Management, Inc.
404 Ave Constitucion #2403
San Juan, Puerto Rico 00901-2251
(Address of Principal Executive Offices)
215 Apolena Avenue
Newport Beach, California 92662
(Former Address of Principal Executive Offices)
(786) 506-3820
(Registrant's Telephone Number)
ITEM 3.02 Unregistered Sales of Equity Securities
On May 6, 2015, USA Capital Management, Inc. (formerly Oak Valley
Acquisition Corporation) (the "Registrant" or the "Company") 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
With the issuance of the shares and the redemption and cancellation of
20,000,000 shares of stock (discussed below), the Company effected a change
in its control and the shareholder(s) elected new management of the Company.
The Company may develop its business plan by future acquisitions or mergers
but no agreements have been reached regarding any acquisition or other business
combination. The Company changed its name as part of the change in control.
If the Company makes any acquisitions, mergers or other business combination,
the Company will file a Form 8-K but until such time the Company remains a
shell company.
ITEM 5.01 Changes in Control of Registrant
On May 5, 2015, the following events occurred which resulted in a change
of control of the Registrant:
1. The Registrant redeemed and cancelled an aggregate of 20,000,000 of
the then 20,000,000 shares of outstanding stock at a redemption price of $.0001
per share and cancelled such shares. The then current officers and directors
resigned.
2. New officer(s) and director(s) were appointed and elected.
The disclosure required by Item 5.01(a)(8) of Form 8-K was previously filed
with the Securities and Exchange Commission on Form 10-12G filed on November 3,
2014 as amended and supplemented by the information contained in this report.
The Registrant anticipates that it will develop as a company that provides
services that qualifies for tax benefits provided by Act 20 in Puerto Rico
which allows a reduced 4% income tax rate and 60% municipal license tax
exemption for a 20 year period together with the total income tax exemption
on dividends. Advisory services on matters relating to any trade or business;
investment banking and other financial services; advertising and public
relations; economic, environmental, technological scientific, management,
marketing, human resources, information and audit consulting, professional
services; development of computer programs and research are among the services
that qualify for Act 20 tax benefits.
ITEM 5.02 Departure of Directors or Principal Officers;
Election of Directors
On May 5, 2015, the following events occurred:
James M. Cassidy resigned as the Registrant's President, Secretary and
Director.
James McKillop resigned as the Registrant's Vice President and Director.
Richard Meruelo was named President, Secretary and Chief Financial Officer
of the Registrant.
Richard Meruelo was named director of the Registrant.
Richard Meruelo serves as the Chief Executive Officer, Secretary, Chief
Financial Officer and Director of the Company. From 2011 to the present, Mr.
Meruelo has served as the manager of Rebuild Miami, LLC. From 2000 to 2011,
Mr. Meruelo was chairman and CEO of Meruelo Maddux Properties, Inc. Mr.
Meruelo received his Bachelor of Arts Degree from the University of Southern
California in 1986.
ITEM 8.01 Other Events
The Company will be converting from a Delaware to a Puerto Rico
corporation and moving its principal place of business to San Juan, Puerto
Rico. The Company intends to apply for the benefits of Puerto Rico Act 20
which provides tax incentives to local companies exporting services from
Puerto Rico to other jurisdictions in and outside the United States.
There is no guarantee the Company will be successful in obtaining the
benefits under Act 20.
On May 6, 2015 the Company ratified the acquisition of a real estate
property located in San Juan, Puerto Rico in the name of Oak Valley Acquisition
Corporation for an aggregate purchase price of $289,000.
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 hereunder duly authorized.
USA CAPITAL MANAGEMENT, INC.
Date: May 6, 2015 /s/ Richard Meruelo
Presiden
