SHARE PURCHASE AGREEMENT

THIS SHARE PURCHASE AGREEMENT (the "Agreement") is entered into on the 10 th day of September, 2009, by and between Joel H. Edelson (“Buyer”) and U.S.A. Capital Management Group, Inc. (“Seller”).

WHEREAS, Seller desires to sell, and Buyer desires to acquire, all of the outstanding common stock of Anasazi Capital Corp., on the terms described below.

NOW, THEREFORE, in consideration of the premises and the mutual covenants, conditions and promises hereinafter set forth, the parties hereto agree as follows:

1.            PURCHASE AND SALE .

1.1            Shares .  On the terms and subject to the conditions herein provided, Seller agrees to sell, transfer and assign to Buyer, and Buyer agrees to purchase and acquire from Seller, on the Closing Date (as defined in Section 1.4 below), Five Million (5,000,000) shares (the “Shares”) of Common Stock of Anasazi Capital Corp. (the “Company”).  The Company has issued and outstanding an aggregate of Five Million (5,000,000) shares of Common Stock.

1.2            Excluded Liabilities .  Buyer will not acquire, and Seller shall pay or cause the Company to pay, all of the Company’s liabilities as of the Closing Date.

1.3            Purchase Price .

(1)            Purchase Price .  The aggregate purchase price for the Shares to be sold by Seller and to be purchased by Buyer is Ten Thousand Dollars ($10,000), which is payable upon the closing of this Agreement.

(2)            Manner of Payment .  Buyer shall pay the Purchase Price by cashier’s check or wire transfer of immediately available funds to an account designated by Seller.

1.4            Closing; Effective Date .  Subject to the satisfaction of the conditions stated in Section 6, the closing of the transactions contemplated by this Agreement (the “Closing”) shall take place at the Seller's office at 10:00 a.m. Miami, Florida time on the date first above written (the “Closing Date”).

1.5            Transactions and Documents at Closing .

(1)            Deliveries by Seller .  At the Closing, Seller shall deliver to Buyer:

(2)            Deliveries by Buyer .  At the Closing, Buyer shall deliver to Seller:

2.            ADDITIONAL AGREEMENTS .

2.1            Cooperation; Further Assurances .  Each of the parties hereto will cooperate with the other and execute and deliver to the other parties hereto such other instruments and documents, provide such other notices or communications and take such other actions as may be reasonably requested from time to time by any other party hereto as necessary to carry out the intended purposes of this Agreement.

3.            REPRESENTATIONS, COVENANTS AND WARRANTIES OF SELLER .

To induce Buyer to enter into this Agreement and to consummate the transactions contemplated hereby, Seller represents and warrants to and covenant with Buyer as follows:

3.1            Organization .  The Seller warrants that the Company is a corporation legally formed and organized and in good standing under the laws of the State of Florida, and has the corporate power and authority to carry on the business it is now executing.

3.2            Execution; No Inconsistent Agreements .

(1)           The execution and delivery of this Agreement and the performance of the transactions contemplated hereby have been duly and validly authorized and approved by Seller, and this Agreement is a valid and binding agreement of Seller, enforceable against Seller in accordance with its terms.

(2)           The execution and performance of this Agreement by Seller does not constitute a breach or violation of the organizational or governing documents of Seller or the Company, or a material default under any of the terms, conditions or provisions of (or an act or omission that would give rise to any right of termination, cancellation or acceleration under) any agreement or obligation to which Seller or the Company is a party.

3.3            Title to Shares .  Seller shall transfer to Buyer good and valid title to the Shares, free and clear of all liens and encumbrances.

3.4            SEC Filings .  The Seller warrants that the Company has filed with the United States Securities and Exchange Commission (“SEC”) a registration statement on Form 10-SB effective pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the Company meets the criteria of a reporting company, as established under Section 12(g) of the Exchange Act.  The Seller warrants that the Company is current on all reports required to be filed by it pursuant to Sections 13 and 15 of the Exchange Act.

3.5            No Litigation .  The Seller warrants that the there are no legal actions, suits, arbitrations, or other administrative, legal or governmental proceedings threatened or pending against the Company and/or Seller or against the Seller or other employee, officer, director or stockholder of Company.  Additionally, Seller is not aware of any facts which may/might result in or form a basis of such action, suit, arbitration or other proceeding on any basis whatsoever.

3.6            No Subsidiaries .  The Seller warrants that the Company has no subsidiaries or any direct or indirect ownership interest in any other corporation, partnership, association, firm or business in any manner.

3.7            No Employee Benefits .  The Seller warrants that the Company and/or Seller does not have in effect, nor has any present intention to put into effect any employment agreements, deferred compensation, pension retirement agreements or arrangements, options arrangements, bonus, stock purchase agreements, incentive or profit–sharing plans.

3.8            No Finder’s Fees .  The Seller warrants that no person or entity has, or will have, any right, interest or valid claim against the Company for any commission, fee or other compensation in connection with the sale of the Shares herein, as a finder or broker or in any similar capacity as a result of any act or omission by the Company and/or Seller or anyone acting on behalf of the Company and/or Seller.

3.9            No Third Party Agreements .  The Seller warrants that the Company has not conducted any business and/or entered into any agreements with third parties.

3.10            No Liabilities or Assets .  Seller warrants that the Company is being transferred to Buyer with no liabilities and little or no assets.

3.11            Warranty . &nbs