USA Opportunity Income

The Company's success is dependent on its two executive officers, Dania Echemendia and Andrew Murray, whose expertise cannot be easily replaced. Neither is required to devote full time to the Company.

“We rely on our management team and need additional key personnel to grow our business, and the loss of key employees or inability to hire key personnel could harm our business. We believe our success has depended, and continues to depend, on the efforts and talents of our executive officers, Dania Echemendia and Andrew Murray have expertise that could not be easily replaced if we were to lose any or all of their services.”

The offering circular discloses that the management team has limited experience in mortgage loan underwriting and in managing real estate loans or developing real estate projects, which is a key risk given the Company's core business of originating real estate loans.

“Our management team has limited experience in mortgage loan underwriting. If the method adopted by the Company for evaluating real estate property related to a potential real estate loan and for establishing interest rates for the corresponding real estate loan proves flawed, investors may not receive the expected yield on the USA Real Estate Bonds.”

In the event of foreclosure, the Company may sell acquired properties to entities affiliated with or controlled by the Company or its principals without any independent review or arm's-length assurance. This creates a direct conflict of interest as the Company would represent both buyer and seller.

“In order to facilitate such a sale, we may, but are not required to, arrange a sale to persons or entities affiliated with us or controlled by us, (e.g. to a limited liability company formed by us or an affiliate of ours). We will be subject to conflicts of interest in arranging such sales since we would represent or have an interest in both parties to the transaction. There will not be any independent review by any outside parties of such transactions.”

If the Company forecloses on loan collateral, it may sell those assets to affiliated entities without any independent third-party review. The Company acknowledges a conflict of interest in such transactions.

“In order to facilitate such a sale, we may, but are not required to, arrange a sale to persons or entities affiliated with us or controlled by us, (e.g. to a limited liability company formed by us or an affiliate of ours). We will be subject to conflicts of interest in arranging such sales since we would represent or have an interest in both parties to the transaction. There will not be any independent review by any outside parties of such transactions.”

The Board of Directors has complete control over the Company but has no independent directors and has not adopted standard corporate governance measures such as audit, compensation, or nominating committees. Decisions on executive compensation and related-party transactions are made by directors with personal financial interests in the outcome.

“The Board of Directors, which has complete control over the Company, does not have a majority of independent directors and the Board of Directors has not voluntarily implemented various corporate governance measures, in the absence of which bondholders may have more limited protections against interested director transactions, conflicts of interest and similar matters.”

The Board of Directors has complete control over the Company but does not have a majority of independent directors and has not implemented standard corporate governance measures, leaving bondholders with limited protections against interested director transactions.

“The Board of Directors, which has complete control over the Company, does not have a majority of independent directors and the Board of Directors has not voluntarily implemented various corporate governance measures, in the absence of which bondholders may have more limited protections against interested director transactions, conflicts of interest and similar matters.”

The Company entered into an oral agreement with an affiliate of Richard Meruelo (a 33% shareholder) to reimburse that affiliate for $150,853 in advances made to cover organizational and offering expenses. No maturity date or interest rate on those advances.

“The Company has entered into an oral agreement with a lender (the 'Lender'), an affiliate of Richard Meruelo who is currently a 33% shareholder of the Company, to reimburse the Lender for advances made to the Company by the Lender for initial organizational and offering expenses. Such reimbursement is to be made by the Company as cash becomes available to the Company and such reimbursement is planned to be made using a portion of the proceeds of this offering as described in the Use of Proceeds section of this Offering Circular. As of February 7, 2022, advances to the Company by the Lender totaled $150,853. These advances have no maturity date or interest rate.”

The Company entered into an oral agreement with an unnamed lender that is an affiliate of Richard Meruelo, a 33% shareholder, to reimburse advances made for organizational and offering costs. As of November 2, 2021, the total advances were $64,787, carrying no maturity date and no interest rate. No independent review of the terms was conducted.

“The Company has entered into an oral agreement with a lender (the 'Lender'), an affiliate of Richard Meruelo who is currently a 33% shareholder of the Company, to reimburse the Lender for advances made to the Company by the Lender for initial organizational and offering expenses. Such reimbursement is to be made by the Company as cash becomes available to the Company and such reimbursement is planned to be made using a portion of the proceeds of this offering as described in the Use of Proceeds section of this Offering Circular. As of November 2, 2021, advances to the Company by the Lender totaled $64,787. These advances have no maturity date or interest rate.”