Valley Brook Capital Group, Inc. is a registered investment adviser that was founded in 1999 by Albert Calfo. The firm was originally founded as Calfo Financial Services, Inc., and later changed its name to Retirement Advisors, Inc. and then to Bluestone Wealth Advisors, Inc. In 2011, the firm underwent a change in ownership and the principal owners of the firm are Gregory Martik, Jayme Russo and Robert Pulit. In 2018, the firm began conducting its advisory business under the DBA name Valley Brook Capital Group, and in 2021 the firm's legal name was changed to Valley Brook Capital Group, Inc.. In limited circumstances, the firm also conducts its advisory business under the name MST Wealth Advisors, LLC. The firm's main office is located in Venetia, Pennsylvania, and additional offices are located in Pittsburgh, PA and Kittanning, PA Valley Brook Capital Group ("Valley Brook") offers individualized wealth and automated investment advisory services based on the financial needs and goals of the client. Valley Brook provides asset management services billed on a fee basis, as a percentage of assets under management. Valley Brook also provides financial planning services billed on an hourly fee or included in the asset management fee, which may include services and advice on matters not involving securities.
Valley Brook has a relationship with McCall Scanlon & Tice, LLC ("MST"), certified public accountants, and its affiliated company MST Wealth Advisors, LLC, whereby certain associates of MST are investment adviser representatives of Valley Brook and offer investment advisory services to MST clients under the name MST Wealth Advisors, LLC. Under these circumstances, investment advisory services are offered solely by Valley Brook and its investment adviser representatives and include any of the services described in this brochure.
Wealth Management Services Valley Brook offers individual portfolio management and investment supervisory services ("Wealth Management"). The firm provides individualized investment advice to clients based upon the client's specific needs. Through personal consultations, Valley Brook gathers specific financial data to develop a client's personalized profile, which includes a client's investment objectives, current financial position, risk profile, investment time horizon, tax situation and liquidity needs. Valley Brook reviews the client's personalized profile and based upon this review, determines an appropriate asset allocation model for the client. Such model takes into account the client's liquidity needs, portfolio goals, tax objectives and risk tolerance. Valley Brook then recommends specific investments to implement the client's recommended asset allocation model, incorporating a client's existing holdings where appropriate. Valley Brook may also recommend non-securities products as part of this service, in an effort to provide a more comprehensive approach to evaluating a client's financial situation. Valley Brook offers this on-going Wealth Management to clients on a discretionary basis.
If a client participates in discretionary portfolio management services, Valley Brook requires the client to grant discretionary authority to manage the account. Discretionary authorization will allow Valley Brook to determine the specific securities, and the amount of securities, to be purchased or sold for a client's account without approval prior to each transaction. Discretionary authority is typically granted by the investment advisory agreement a client signs with Valley Brook and the appropriate trading authorization forms. A client may limit Valley Brook's discretionary authority (for example, limiting the types of securities that can be purchased or sold for your account) by providing restrictions and guidelines in writing.
Valley Brook may also offer non-discretionary portfolio management services. If a client enters into a non-discretionary agreement, Valley Brook must obtain client approval prior to executing any transactions in the account. Non-discretionary clients have an unrestricted right to decline to implement any advice provided by our firm on a non-discretionary basis.
4 Automated Asset Management Services Valley Brook also offers an automated portfolio management service ("Intelligent Portfolios") through their Institutional affiliation with Charles Schwab ('Schwab"). The firm provides intelligent portfolios to clients based upon the client's responses to an on-line risk questionnaire. Through the on-line risk questionnaire, Valley Brook gathers specific financial data to develop a client's personalized profile. Once the profile is completed, the client is then directed to the appropriate asset allocation model. The models have been pre-defined to allocate capital based on the client's liquidity needs, portfolio goals, tax objectives and risk tolerance. These model portfolios are rebalanced daily and offer one hour of investment consultation per year as part of the management fee. Tax harvesting and financial planning may be added, at the discretion of the client, at no additional cost. Valley Brook offers these Intelligent Portfolios to clients on a discretionary basis.
Financial Planning Services Valley Brook offers personal financial planning services which may include review of individual investments; review and analysis of an existing portfolio; evaluation of the client's current financial situation, financial goals and financial objectives; etc. Financial plans are based on a client's financial situation at the time the plan is presented. If a client's financial situation, goals, objectives or needs change, the client should immediately notify Valley Brook. Valley Brook typically provides its financial planning services as part of its Wealth Management and Intelligent Portfolios services. Dependent upon the scope and service selected, the preparation of each plan involves either guiding clients in gathering, compiling, preparing, and analyzing personal financial data for the Wealth Management Service, or the client gathering, compiling, preparing, analyzing and inputting the data via a client portal for the Intelligent Portfolio service. At the completion of the financial planning process, the client has the option to implement recommendations through Valley Brook but is not obligated to do so. If Valley Brook assists in the implementation of any recommendations, clients may engage the firm separately for those Services.
Retirement Plan Services Valley Brook, through its investment adviser representatives, provides investment advisory services to retirement plans, as selected by the plan fiduciary. The services that may be selected are either ERISA fiduciary services or ERISA non-fiduciary services, as identified, and may be provided on an annual or as-needed basis. Retirement Plan clients have the option from selecting from the services described below: ERISA Fiduciary Services Valley Brook provides ERISA fiduciary services to the plan as a fiduciary under Section 3(21)(A)(ii) of ERISA (non-discretionary adviser) and will act in good faith and with the degree of diligence, care and skill that a prudent person rendering similar services would exercise under similar circumstances. As a Section 3(21)(A)(ii) fiduciary, Valley Brook will solely make recommendations to the plan fiduciary, and the plan fiduciary retains full discretionary authority or control over the assets of the plan. Valley Brook will have no authority or responsibility in the administration of the retirement plan, in the interpretation of the plan documents, in the determination of employee eligibility to participate in the plan, in the calculation of plan benefits, or in the distribution of any notices to plan participants. Valley Brook does not act as an "investment

manager" as defined under Section 3(38) of ERISA and does not have any discretionary authority over any plan assets. Valley Brook also does not act as plan "administrator" as defined by ERISA, and is not the plan custodian, trustee, third party administrator or recordkeeper. Valley Brook does not have any authority or responsibility to vote proxies for securities held in the plan, or take any action relating to shareholder rights regarding those securities.
Clients may choose from the following ERISA Fiduciary Services: 5
•Development of an Investment Policy Statement ("IPS"). Valley Brook will review plan objectives, risk tolerance and goals of the plan with the plan sponsor. Valley Brook will help plan sponsor establish an investment policy statement to state the investment policies and objectives of the plan. Plan sponsor will have the authority to adopt and implement the objectives and policies for the plan.
•Recommendations to Select Asset Classes. Valley Brook will provide non-discretionary investment advice with regard to different asset classes and investment options available to help plan fiduciary and/or plan administrators select asset classes and investment options consistent with the investment goals and objectives of the plan.
•Investment Strategy Review and Monitoring. Valley Brook will conduct periodic due diligence and provide information, reports and recommendations to assist plan fiduciary in monitoring and evaluating the performance of the investment options and asset allocations available in the plan. Valley Brook will also provide information and recommendations to plan fiduciary or plan administrators to remove or add investment options based on performance or other qualitative measures. ERISA Non-Fiduciary Services In addition to the above described fiduciary services, Valley Brook offers the following non-fiduciary services solely in a capacity that is not considered a fiduciary under ERISA or any other applicable law:
•Plan Objectives and Design Options. Valley Brook will assist plan fiduciary in determining the plan objectives and structure of the plan. Valley Brook will work with third party administrators for the plan.
•Investment Education. Valley Brook will provide education for plan fiduciary regarding asset classes and types of investment strategies available to the plan. Educational services will be general in nature and will not speak to the individual circumstances of plan participants. Valley Brook does not provide fiduciary advice to plan participants.
•Plan Development and Service Providers. Valley Brook will assist the plan fiduciary in evaluating plan service providers, including the selection and evaluation of a third-party administrator, if necessary. If Valley Brook recommends the rollover of existing qualified plan assets to an IRA rollover, Valley Brook will provide disclosure regarding the features of the rollover, including expenses. When making the decision to roll over an employer sponsored retirement plan to an IRA, clients are encouraged to consider the following factors:
•Options in the current plan
•Range of investment options
•Fees and expenses
•Services provided by employer sponsored plan
•Tax consequences
•Penalty-free withdrawals (55 in a plan versus 59 ½ in an IRA)
•Loans
•Adviser's services Trustee Services Valley Brook offers trustee services whereby associates of the firm will serve as trustee for select clients known to the firm, who've also engaged the firm for Wealth Management Services. Trustee Services will include trust administration, including standard domestic tax return preparation and other trust administrative services specified in an agreement signed with our firm. This service is offered at Valley Brook's sole discretion. Valley Brook will not take physical custody of client funds or securities; rather, funds and securities will be held at a qualified custodian. The capacity as trustee gives our firm 6 custody over the advisory accounts for which the associated person serves as trustee. These accounts will be held with a bank, broker-dealer, or other qualified custodian. If Valley Brook acts as trustee for any client advisory accounts, the client will receive account statements from the qualified custodian(s) holding the funds and securities at least quarterly. Clients should carefully review account statements for accuracy. These accounts are subject to an annual surprise examination by an independent accountant in order to comply with the SEC's rule on the custody of client assets.
Rollover Recommendations Effective December 20, 2021 (or such later date as the US Department of Labor ("DOL") Field Assistance Bulletin 2018-02 ceases to be in effect), for purposes of complying with the DOL's Prohibited Transaction Exemption 2020-02 ("PTE 2020-02") where applicable, we are providing the following acknowledgment to you. When we provide investment advice to you regarding your retirement plan account or individual retirement account, we are fiduciaries within the meaning of Title I of the Employee Retirement Income Security Act and/or the Internal Revenue Code, as applicable, which are laws governing retirement accounts. The way we make money creates some conflicts with your interests, so we operate under a special rule that requires us to act in your best interest and not put our interest ahead of yours. Under this special rule's provisions, we must:
•Meet a professional standard of care when making investment recommendations (give prudent advice);
•Never put our financial interests ahead of yours when making recommendations (give loyal advice);
•Avoid misleading statements about conflicts of interest, fees, and investments;
•Follow policies and procedures designed to ensure that we give advice that is in your best interest;
•Charge no more than is reasonable for our services; and
•Give you basic information about conflicts of interest. We benefit financially from the rollover of your assets from a retirement account to an account that we manage or provide investment advice, because the assets increase our assets under management and, in turn, our advisory fees. As a fiduciary, we only recommend a rollover when we believe it is in your best interest.
General Information Related to Investment Recommendations For each of the above disclosed advisory services, Valley Brook does not limit its investment recommendations to any specific type of product or security. A client's individual needs and objectives are analyzed to determine appropriate investments and products for the client. Since different types of investments typically involve different types of risk, the firm conducts a risk analysis of the client and his/her overall portfolio, before recommending a certain investment. Valley Brook manages assets on a discretionary basis, and a client is always free to place restrictions on the types of investments the firm recommends for the client's portfolio. In general, the firm utilizes equity investments in individual stocks, preferred stocks, no-load or load-waived mutual funds, and exchange traded funds. Valley Brook also provides recommendations on fixed income investments, including individual bond positions, bond mutual funds, certificates of deposit, and fixed income exchange traded funds. In addition, Valley Brook provides advice related to limited partnerships and non-securities products, including insurance products.
Assets Under Management As of December 31, 2023, Valley Brook Capital Group provides continuous management services for $155,192,812 in client assets on a discretionary basis, and $13,618,581 in client assets on a non- discretionary basis.
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