UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended November 30, 2012
	For the quarterly period ended May 31, 2013
OR
¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number: 333-172842

USA InvestCo Holdings, Inc.

(Exact name of registrant as specified in its charter)

Nevada		33-1219888
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

720 North 3rd St, Suite 301
Wilmington, NC		28401
(Address of principal executive offices)		(Zip Code)

(910) 251-6160

Registrant’s telephone number, including area code

Not Applicable

(Former Name or Former Address if Changed Since Last Report)

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. Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o

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,” “non-accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o		Accelerated filer o
Non-accelerated filer o (Do not check if a smaller reporting company)		Smaller reporting company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes x No o

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 5,540,000 as of ~~January~~July 1823, 2013.

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION

Item 1	Financial Statements
	Condensed Balance Sheets	31
	Condensed Statements of Operations	4
	Condensed Statements of Operations (Unaudited)	2
	Condensed Statement of Changes in Stockholders' Deficiency	5
	Condensed Statement of Changes in Stockholders' Deficiency (Unaudited)	3
	Condensed Statements of Cash Flows	6
	Condensed Statements of Cash Flows (Unaudited)	4
	Notes to Condensed Financial Statements	8
	Notes to Condensed Financial Statements (Unaudited)	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1311
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	1513
Item 4.	Controls and Procedures	1513
PART II OTHER INFORMATION
PART II - OTHER INFORMATION
Item 1	Legal Proceedings	1713
Item 1A.	Risk Factors	1713
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	1714
Item 3	Defaults Upon Senior Securities	1714
Item 4	Mine Safety Disclosures	1714
Item 5	Other Information	1714
Item 6	Exhibits	1714
	Signatures	1915

CAUTIONARY STATEMENT ON FORWARD-LOOKING INFORMATION

This Quarterly Report on Form 10-Q (this “Report”) contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements discuss matters that are not historical facts. Because they discuss future events or conditions, forward-looking statements may include words such as “anticipate,” “believe,” “estimate,” “intend,” “could,” “should,” “would,” “may,” “seek,” “plan,” “might,” “will,” “expect,” “predict,” “project,” “forecast,” “potential,” “continue” negatives thereof or similar expressions. Forward-looking statements speak only as of the date they are made, are based on various underlying assumptions and current expectations about the future and are not guarantees. Such statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, level of activity, performance or achievement to be materially different from the results of operations or plans expressed or implied by such forward-looking statements.

We cannot predict all of the risks and uncertainties. Accordingly, such information should not be regarded as representations that the results or conditions described in such statements or that our objectives and plans will be achieved and we do not assume any responsibility for the accuracy or completeness of any of these forward-looking statements. These forward-looking statements are found at various places throughout this Report and include information concerning possible or assumed future results of our operations, including statements about potential acquisition or merger targets; business strategies; future cash flows; financing plans; plans and objectives of management; any other statements regarding future acquisitions, future cash needs, future operations, business plans and future financial results, and any other statements that are not historical facts.

These forward-looking statements represent our intentions, plans, expectations, assumptions and beliefs about future events and are subject to risks, uncertainties and other factors. Many of those factors are outside of our control and could cause actual results to differ materially from the results expressed or implied by those forward-looking statements. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements might not occur or might occur to a different extent or at a different time than we have described. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Report. All subsequent written and oral forward-looking statements concerning other matters addressed in this Report and attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this Report.

Except to the extent required by law, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, a change in events, conditions, circumstances or assumptions underlying such statements, or otherwise.

CERTAIN TERMS USED IN THIS REPORT

When this report uses the words “we,” “us,” “our,” and the “Company,” they refer to USA InvestCo Holdings, Inc. “SEC” refers to the Securities and Exchange Commission.

PART I - FINANCIAL INFORMATION

~~ITEM~~Item 1. ~~FINANCIAL~~Financial ~~STATEMENTS.~~Statements

USA ~~InvestCo~~INVESTCO ~~Holdings~~HOLDINGS, ~~Inc~~INC.

(f/k/a ~~Lambent~~LAMBENT ~~Solutions~~SOLUTIONS ~~Corp~~CORP.)

(A ~~Development~~DEVELOPMENT ~~Stage~~STAGE ~~Company~~COMPANY)

~~Condensed Balance Sheets~~CONTENTS

ASSETS
PAGE	1	CONDENSED BALANCE SHEETS AS OF MAY 31, 2013 (UNAUDITED) AND AS OF FEBRUARY 29, 2013
		November 30, 2012			February 29, 2012
PAGE	2	CONDENSED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED MAY 31, 2013 AND 2012 AND FOR THE PERIOD FROM JANUARY 20, 2011 (INCEPTION) TO MAY 31, 2013 (UNAUDITED)
		(Unaudited)
PAGE	3	CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIENCY FOR THE PERIOD FROM JANUARY 20, 2011 (INCEPTION) TO MAY 31, 2013 (UNAUDITED)
Current Assets
PAGE	4	CONDENSED STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED MAY 31, 2013 AND 2012 AND FOR THE PERIOD FROM JANUARY 20, 2011 (INCEPTION) TO MAY 31, 2013 (UNAUDITED)
Cash		$	-		$	7,084
PAGES	5 - 10	NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
Prepaid Expense			-			2,926
Total Assets		$	-		$	10,010
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
Current Liabilities
Accounts Payable		$	20,017		$	-
Note Payable - Related Party			2,014			4,156
Total Liabilities			22,031			4,156
Commitments and Contingencies
Stockholders' Deficiency
Common stock, $0.001 par value; 75,000,000 shares authorized, 5,540,000 shares and 5,540,000 shares issued and outstanding, respectively			5,540			5,540
Additional paid-in capital			62,552			19,760
Deficit accumulated during the development stage			(90,123	)		(19,446	)
Total Stockholders' Deficiency			(22,031	)		5,854
Total Liabilities and Stockholders' Deficiency		$	-		$	10,010

~~See~~USA ~~accompanying~~InvestCo ~~notes~~Holdings, ~~to condensed unaudited financial statements~~Inc.

3(f/k/a Lambent Solutions Corp.)

~~USA~~(A ~~InvestCo~~Development ~~Holdings,~~Stage ~~Inc.~~Company)

~~(f/k/a~~Condensed ~~Lambent~~Balance ~~Solutions Corp.)~~Sheets

(A Development Stage Company)

	May 31, 2013			February 28, 2013
	(Unaudited)
ASSETS

Current Assets
Cash	$	-		$	-
Prepaid Expense		-			-
Total Assets	$	-		$	-

LIABILITIES AND STOCKHOLDERS' DEFICIENCY

Current Liabilities
Accounts Payable	$	46,794		$	30,891
Note Payable - Related Party		17,276			13,090
Total Liabilities		64,070			43,981

Commitments and Contingencies

Stockholders' Deficiency
Common stock, $0.001 par value; 75,000,000 shares authorized, 5,540,000 shares and 5,540,000 shares issued and outstanding, respectively		5,540			5,540
Additional paid-in capital		80,351			70,838
Deficit accumulated during the development stage		(149,961	)		(120,359	)
Total Stockholders' Deficiency		(64,070	)		(43,981	)

Total Liabilities and Stockholders' Deficiency	$	-		$	-

~~Condensed Statements~~See ofaccompanying ~~Operations~~notes to condensed unaudited financial statements

~~(Unaudited)~~1

	For the Three Months Ended						For the Nine Months Ended						For the period from January 20, 2011
	November 30, 2012			November 30, 2011			November 30, 2012			November 30, 2011			(Inception) to November 30, 2012
Operating Expenses
Professional fees	$	16,010		$	-		$	41,510		$	-		$	41,510
General and administrative		13,336			4,000			29,167			14,699			48,613
Total Operating Expenses		29,346			4,000			70,677			14,699			90,123
LOSS FROM OPERATIONS BEFORE INCOME TAXES		(29,346	)		(4,000	)		(70,677	)		(14,699	)		(90,123	)
Provision for Income Taxes		-			-			-			-			-
NET LOSS	$	(29,346	)	$	(4,000	)	$	(70,677	)	$	(14,699	)	$	(90,123	)
Net Loss Per Share - Basic and Diluted	$	(0.01	)	$	(0.00	)	$	(0.01	)	$	(0.00	)
Weighted average number of shares outstanding during the period - Basic and Diluted		5,540,000			5,540,000			5,540,000			5,094,364

USA InvestCo Holdings, Inc.

~~See~~(f/k/a ~~accompanying~~Lambent ~~notes~~Solutions ~~to condensed unaudited financial statements~~Corp.)

4(A Development Stage Company)

~~USA~~Condensed ~~InvestCo~~Statements ~~Holdings,~~of ~~Inc.~~Operations

(~~f/k/a Lambent Solutions Corp.~~Unaudited)

(A Development Stage Company)


	For the Three Months Ended						For the period from January 20, 2011
	May 31, 2013			May 31, 2012			(Inception) to May 31, 2013
Operating Expenses
Professional fees	$	19,623		$	2,300		$	79,716
General and administrative		9,766			12,767			69,960
Total Operating Expenses		29,389			15,067			149,676

Loss from Operations		(29,389	)		(15,067	)		(149,676	)

Other Income/(Expense)
Interest expense		(213	)		-			(285	)

Total Other Income/(Expense)		(213	)		-			(285	)

LOSS FROM OPERATIONS BEFORE INCOME TAXES		(29,602	)		(15,067	)		(149,961	)

Provision for Income Taxes		-			-			-

NET LOSS	$	(29,602	)	$	(15,067	)	$	(149,961	)

Net Loss Per Share - Basic and Diluted	$	(0.01	)	$	(0.00	)

Weighted average number of shares outstanding		5,540,000			5,540,000
during the period - Basic and Diluted

~~Condensed~~See ~~Statement~~accompanying ofnotes ~~Changes~~to incondensed ~~Stockholders'~~unaudited financial ~~Deficiency~~statements

~~For the period from January 20, 2011 (Inception) to November 30, 2012~~2

~~(Unaudited)~~USA InvestCo Holdings, Inc.

											Deficit
	Preferred stock				Common stock				Additional		accumulated during the			Total
									paid-in		development			Stockholders'
	Shares		Amount		Shares		Amount		capital		stage			Deficiency
Balance January 20, 2011		-	$	-		-	$	-	$	-	$	-		$	-
Common stock issued for services to founders ($0.001 per share)		-		-		4,500,000		4,500		-		-			4,500
Net loss for the period January 20, 2011 (Inception) to February 28, 2011		-		-		-		-		-		(693	)		(693	)
Balance, February 28, 2011		-		-		4,500,000		4,500		-		(693	)		3,807
Common stock issued for cash at $0.02 per share		-		-		1,040,000		1,040		19,760		-			20,800
Net loss for the year ended February 29, 2012		-		-		-		-		-		(18,753	)		(18,753	)
Balance, February 29, 2012		-		-		5,540,000		5,540		19,760		(19,446	)		5,854
In kind contribution of services		-		-		-		-		9,214		-			9,214
Loans forgiven by principal stockholders		-		-		-		-		12,378		-			12,378
Payment of accounts payable by a related party on Company's behalf		-		-		-		-		21,200		-			21,200
Net loss for the nine months ended November 30, 2012		-		-		-		-		-		(70,677	)		(70,677	)
Balance, November 30, 2012		-	$	-		5,540,000	$	5,540	$	62,552	$	(90,123	)	$	(22,031	)

(f/k/a Lambent Solutions Corp.)

~~See~~(A ~~accompanying~~Development ~~notes~~Stage ~~to condensed unaudited financial statements~~Company)

5Condensed Statement of Changes in Stockholders' Deficiency

~~USA~~For ~~InvestCo~~the ~~Holdings~~period from January 20, ~~Inc.~~2011 (Inception) to May 31, 2013

(~~f/k/a Lambent Solutions Corp.~~Unaudited)

(A Development Stage Company)

					Additional		Deficit accumulated during the			Total
	Common stock				paid-in		development			Stockholders'
	Shares		Amount		capital		stage			Deficiency

Balance January 20, 2011		-	$	-	$	-	$	-		$	-

Common stock issued for services to founders ($0.001 per share)		4,500,000		4,500		-		-			4,500

Net loss for the period January 20, 2011 (Inception) to February 28, 2011		-		-		-		(693	)		(693	)

Balance, February 28, 2011		4,500,000		4,500		-		(693	)		3,807

Common stock issued for cash at $0.02 per share		1,040,000		1,040		19,760		-			20,800

Net loss for the year ended February 29, 2012		-		-		-		(18,753	)		(18,753	)

Balance, February 29, 2012		5,540,000		5,540		19,760		(19,446	)		5,854

In kind contribution of services		-		-		16,928		-			16,928

In kind contribution of interest		-		-		72		-			72

In kind contribution of rent		-		-		500		-			500

Loans forgiven by principal stockholders		-		-		12,378		-			12,378

Payment of accounts payable by a related party on Company's behalf		-		-		21,200		-			21,200

Net loss for the year ended February 28, 2013		-		-		-		(100,913	)		(100,913	)

Balance, February 28, 2013		5,540,000		5,540		70,838		(120,359	)		(43,981	)

In kind contribution of services		-		-		7,800		-			7,800

In kind contribution of interest		-		-		213		-			213

In kind contribution of rent		-		-		1,500		-			1,500

Net loss for the three months ended May 31, 2013		-		-		-		(29,602	)		(29,602	)

Balance, May 31, 2013		5,540,000	$	5,540	$	80,351	$	(149,961	)	$	(64,070	)

~~Condensed~~See ~~Statements~~accompanying ofnotes ~~Cash~~to ~~Flows~~condensed unaudited financial statements

~~(Unaudited)~~3

	For the Nine Months Ended						For the period from January 20, 2011
	November 30, 2012			November 30, 2011			(Inception) to November 30, 2012
Cash Flows Used in Operating Activities:
Net Loss	$	(70,677	)	$	(14,699	)	$	(90,123	)
Adjustments to reconcile net loss to net cash used in operations
In-kind contribution of services		9,214			-			9,214
Changes in operating assets and liabilities:
(Increase)/Decrease in prepaid expenses		2,926			(4,926	)		-
Increase in accounts payable and accrued expenses		20,017			-			20,017
Net Cash Used In Operating Activities		(38,520	)		(19,625	)		(60,892	)
Cash Flows From Financing Activities:
Contribution of capital by principal stockholder		21,200			-			21,200
Proceeds from note payable- Related party		10,236			-			14,392
Proceeds from issuance of common stock, net of offering costs		-			20,800			25,300
Net Cash Provided by Financing Activities		31,436			20,800			60,892
Net Increase (Decrease) in Cash		(7,084	)		1,175			-
Cash at Beginning of Period		7,084			7,963			-
Cash at End of Period	$	-		$	9,138		$	-
Supplemental disclosure of cash flow information:
Cash paid for interest	$	-		$	-		$	-
Cash paid for taxes	$	-		$	-		$	-

USA InvestCo Holdings, Inc.

~~Supplemental~~(f/k/a ~~disclosure~~Lambent ofSolutions ~~non-cash investing and financing activities:~~ Corp.)

On(A ~~July~~Development ~~25,~~Stage ~~2012, the~~ Company~~'s former principal stockholder forgave loans of $12,378 upon completion of the change in control. The forgiven loans were treated as a contribution of capital.~~)

~~See~~Condensed ~~accompanying~~Statements ~~notes~~of toCash ~~condensed unaudited financial statements~~Flows

6(Unaudited)

USA INVESTCO HOLDINGS, INC.

	For the Three Months Ended						For the period from January 20, 2011
	May 31, 2013			May 31, 2012			(Inception) to May 31, 2013
Cash Flows Used in Operating Activities:
Net Loss	$	(29,602	)	$	(15,067	)	$	(149,961	)
Adjustments to reconcile net loss to net cash used in operations
In-kind contribution of services		7,800			-			24,730
In-kind contribution of interest and rent		1,713			-			2,285
Payment of expenses by a related party		4,186			-			38,476
Changes in operating assets and liabilities:
Decrease in prepaid expenses		-			2,000			-
Increase in accounts payable and accrued expenses		15,903			-			46,794
Net Cash Used In Operating Activities		-			(13,067	)		(37,676	)

Cash Flows From Financing Activities:
Proceeds from note payable- Related party		-			7,206			12,376
Proceeds from issuance of common stock, net of offering costs		-			-			25,300
Net Cash Provided by Financing Activities		-			7,206			37,676

Net Increase (Decrease) in Cash		-			(5,861	)		-

Cash at Beginning of Period		-			7,084			-

Cash at End of Period	$	-		$	1,223		$	-

Supplemental disclosure of cash flow information:

Cash paid for interest	$	-		$	-		$	-
Cash paid for taxes	$	-		$	-		$	-

Supplemental disclosure of non-cash investing and financing activities:

For the three months ended May 31, 2013. the principal stockholder paid expenses on the Company's behalf in the amount of $4,186 in exchange for a note payable (See Notes 4 and 5).

For the year ended february 28, 2013. the principal stockholder paid expenses on the Company's behalf in the amount of $13,090 in exchange for a note payable (See Notes 4 and 5).

On July 25, 2012, the Company's former principal stockholder forgave loans of $12,378 upon completion of the change in control. The forgiven loans were treated as contribution.

~~(f/k/a~~See ~~LAMBENT~~accompanying ~~SOLUTIONS~~notes ~~CORP.)~~to condensed unaudited financial statements

~~(A DEVELOPMENT STAGE COMPANY)~~4

~~CONTENTS~~USA Investco Holdings, inc.

PAGE	3	CONDENSED BALANCE SHEETS AS OF NOVEMBER 30, 2012, (UNAUDITED) AND AS OF FEBRUARY 29, 2012
PAGE	4	CONDENSED STATEMENTS OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDED NOVEMBER 30, 2012 AND 2011 AND FOR THE PERIOD FROM JANUARY 20, 2011 (INCEPTION) TO NOVEMBER 30, 2012 (UNAUDITED)
PAGE	5	CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIENCY FOR THE PERIOD FROM JANUARY 20, 2011 (INCEPTION) TO NOVEMBER 30, 2012 (UNAUDITED)
PAGE	6	CONDENSED STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED NOVEMBER 30, 2012 AND 2011 AND FOR THE PERIOD FROM JANUARY 20, 2011 (INCEPTION) TO NOVEMBER 30, 2012 (UNAUDITED)
PAGES	8 - 12	NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

(F/K/A LAMBENT SOLUTIONS CORP.)

7(A DEVELOPMENT STAGE COMPANY)

~~USA Investco~~NOTES ~~Holdings,~~TO ~~inc.~~THE FINANCIAL STATEMENTS

~~(F/K/A LAMBENT~~AS ~~SOLUTIONS~~OF ~~CORP.)~~MAY 31, 2013

(~~A DEVELOPMENT STAGE COMPANY~~UNAUDITED)

~~NOTES~~NOTE TO1 ~~CONDENSED~~SUMMARY ~~FINANCIAL STATEMENTS~~OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION

AS(A) OFBasis ~~NOVEMBER~~of ~~30, 2012~~Presentation.

USA InvestCo Holdings, Inc. (~~UNAUDITED~~a development stage company) (the "Company") was incorporated under the laws of the State of Nevada on January 20, 2011 under the name of Lambent Solutions Corp.

~~NOTE~~On July 25, 2012, the Company ~~1 SUMMARY~~entered OFinto ~~SIGNIFICANT~~a ~~ACCOUNTING~~Stock ~~POLICIES~~Purchase ~~AND~~Agreement ~~ORGANIZATION~~(the “SPA”) with the former sole director and officer of the Company (the “Seller”), and the current sole director and officer (the “Purchaser”), under which the Purchaser purchased 4,500,000 shares of common stock, par value $0.001 per share, of the Company (the “Shares”), for an aggregate purchase price of $126,000, payable in full to the Seller (a “Change of Control”). The Shares represent all of the Seller’s interest in and to any securities of the Company, and make up 81.227% of the issued and outstanding shares of common stock of the Company. The SPA closed and the Change of Control occurred on July 25, 2012.

~~(A)~~In ~~Basis~~connection with the Change of ~~Presentation~~Control, on September 5, 2012, the Company amended its Articles of Incorporation to change its name to USA InvestCo Holdings, Inc.

~~USA~~The ~~InvestCo~~Company ~~Holdings,~~previously ~~Inc~~offered an advertising system for real estate brokers and agents. (The Company has ceased operations in this area in anticipation of a potential ~~development~~merger ~~stage~~with ~~company)~~USA ~~(the~~Holdings, "Inc. The Company") ~~was~~has ~~incorporated~~not ~~under~~entered ~~the~~into ~~laws~~any ofdefinitive ~~the~~agreement ~~State~~with ofUSA ~~Nevada~~Holdings, onInc. ~~January~~as ~~20,~~of ~~2011~~the date ~~under~~hereof. ~~the~~The ~~name~~Company ofdoes ~~Lambent~~not ~~Solutions~~currently ~~Corp~~have any operations.

OnThe ~~July~~accompanying ~~25,~~unaudited ~~2012, the Company~~condensed ~~entered~~financial ~~into~~statements ahave ~~Stock~~been ~~Purchase~~prepared ~~Agreement~~in ~~(the~~accordance ~~“SPA”)~~ with ~~the~~accounting ~~former~~principles ~~sole~~generally ~~director~~accepted ~~and~~in ~~officer of~~ the ~~Company~~United ~~(the~~States ~~“Seller”),~~of America and the ~~current~~rules ~~sole director~~ and ~~officer~~regulations ~~(the~~of ~~“Purchaser”), under which~~ the ~~Purchaser~~Securities ~~purchased~~and ~~4,500,000~~Exchange ~~shares~~Commission ~~of common~~for ~~stock,~~interim ~~par~~financial ~~value $0~~information.~~001~~ ~~per share~~Accordingly, ofthey ~~the Company (the “Shares”), for an aggregate purchase price of $126,000,~~do ~~payable~~not ininclude ~~full to the Seller (a “Change of Control”). The Shares represent~~ all of the ~~Seller’s~~information ~~interest~~necessary infor ~~and to~~a ~~any~~comprehensive ~~securities~~presentation of ~~the~~financial ~~Company,~~position and ~~make~~results ~~up 81.227%~~ of ~~the issued and outstanding shares of common stock of the Company~~operations. ~~The SPA closed and the Change of Control occurred on July 25, 2012.~~

InIt ~~connection~~is ~~with~~management’s ~~the Change~~opinion however, that all material adjustments (consisting of ~~Control,~~normal onrecurring ~~September~~adjustments) 5,have ~~2012~~been made, ~~the~~which ~~Company~~are ~~amended~~necessary ~~its~~for ~~Articles~~a offair financial ~~Incorporation~~statements topresentation. ~~change~~The ~~its~~results ~~name~~for tothe ~~USA~~interim ~~InvestCo~~period ~~Holdings,~~are not necessarily indicative of the results to be expected ~~Inc.~~for the year

~~The~~(B) ~~Company~~Use ~~previously offered an advertising system for real estate brokers and agents. The Company has ceased operations in this area in anticipation~~ of ~~a potential merger with USA Holdings, Inc. The Company has not entered into any definitive agreement with USA Holdings, Inc. as of the date hereof. The Company does not currently have any operations.~~Estimates

~~The~~In ~~accompanying~~preparing ~~unaudited condensed~~ financial statements ~~have been prepared~~ in ~~accordance~~conformity with generally accepted accounting principles, ~~generally~~management ~~accepted~~is inrequired to make estimates and assumptions that affect the ~~United~~reported ~~States~~amounts of ~~America~~ assets and liabilities and the ~~rules~~disclosure of contingent assets and ~~regulations~~liabilities at the date of the ~~Securities~~financial statements and ~~Exchange~~revenues ~~Commission~~and ~~for~~expenses ~~interim~~during ~~financial~~the ~~information~~reported period. ~~Accordingly,~~Significant ~~they~~estimates ~~do not~~ include ~~all~~ the ~~information~~valuation ~~necessary~~of ~~for~~deferred ataxes assets ~~comprehensive~~and ~~presentation~~the valuation of ~~financial~~in ~~position~~kind contribution of services and interest. Actual results ofcould ~~operations~~differ from those estimates.

It is management’s opinion however, that all material adjustments (consisting of normal recurring adjustments) have been made, which are necessary for a fair financial statements presentation. The results for the interim period are not necessarily indicative of the results to be expected for the year5

~~(B)~~USA ~~Use~~Investco ofHoldings, ~~Estimates~~inc.

~~In preparing financial statements~~(F/K/A inLAMBENT ~~conformity~~SOLUTIONS with generally accepted accounting principles, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reported periodCORP. ~~Significant estimates include the valuation of deferred taxes assets and the valuation of in kind contribution of services and interest. Actual results could differ from those estimates.~~)

8(A DEVELOPMENT STAGE COMPANY)

~~USA Investco~~NOTES ~~Holdings,~~TO ~~inc.~~THE FINANCIAL STATEMENTS

~~(F/K/A LAMBENT~~AS ~~SOLUTIONS~~OF ~~CORP.)~~MAY 31, 2013

(~~A DEVELOPMENT STAGE COMPANY~~UNAUDITED)

~~NOTES~~(C) TOCash ~~CONDENSED~~and ~~FINANCIAL~~Cash ~~STATEMENTS~~Equivalents

ASThe OFCompany ~~NOVEMBER~~considers 30all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents. At May 31, ~~2012~~2013 and February 28, 2013, the Company had no cash equivalents.

(~~UNAUDITED~~D) Loss Per Share

Basic and diluted net loss per common share is computed based upon the weighted average common shares outstanding as defined by Financial Accounting Standards Board (C“FASB”) ~~Cash~~Accounting Standards Codification (“ASC”) Topic 260, Earnings Per Share. As of May 31, 2013 and ~~Cash~~February ~~Equivalents~~28, 2013, there were no common share equivalents outstanding.

~~The~~(E) ~~Company~~Income considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents. At November 30, 2012 and February 29, 2012, the Company had cash equivalents of $0 and $7,084, respectivelyTaxes

The Company accounts for income taxes under FASB ASC Topic 740, Income Taxes (D“ASC Topic 740”). Under ASC Topic 740, deferred tax assets and ~~Loss~~liabilities ~~Per~~are ~~Share~~recognized for the future tax consequences attributable to 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. Under ASC Topic 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

~~Basic~~(F) ~~and~~Business diluted net loss per common share is computed based upon the weighted average common shares outstanding as defined by FASB ASC No. 260, “Earnings Per Share.” As of November 30, 2012 and 2011 there were no common share equivalents outstanding.Segments

~~(E)~~The Company ~~Income~~operates ~~Taxes~~in one segment and therefore segment information is not presented.

~~The Company accounts for income taxes under FASB Codification Topic 740-10-25~~ (~~“ASC 740-10-25”~~G)~~. Under ASC 740-10-25, deferred tax assets and liabilities~~ ~~are~~Recent ~~recognized~~Accounting for the future tax consequences attributable to 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. Under ASC 740-10-25, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.Pronouncements

In February 2013, FASB issued Accounting Standards Update 2013-04, Liabilities (FTopic 405): Obligations Resulting from Joint and Several Liability Arrangements ~~Business~~for ~~Segments~~Which the Total Amount of the Obligation Is Fixed at the Reporting Date (a consensus of the FASB Emerging Issues Task Force). This guidance requires an entity to measure obligations resulting from joint and several liability arrangements for which the total amount of the obligation within the scope of this guidance is fixed at the reporting date. This stipulates that (1) it will include the amount the entity agreed to pay for the arrangement between them and the other entities that are also obligated to the liability and (2) any additional amount the entity expects to pay on behalf of the other entities. The objective of this update is to provide guidance for the recognition, measurement, and disclosure of obligations resulting from joint and several liability arrangements.

~~The Company operates in one segment and therefore segment information is not presented.~~6

~~(G)~~USA Investco ~~Revenue~~Holdings, ~~Recognition~~inc.

~~The Company will recognize revenue~~(F/K/A onLAMBENT ~~arrangements~~SOLUTIONS ~~in accordance with FASB ASC No~~CORP. 605, “Revenue Recognition”. In all cases, revenue is recognized only when the price is fixed and determinable, persuasive evidence of an arrangement exists, the service is performed and collectability of the resulting receivable is reasonably assured.)

(H)A ~~Recent~~DEVELOPMENT ~~Accounting~~STAGE ~~Pronouncements~~COMPANY)

9NOTES TO THE FINANCIAL STATEMENTS

~~USA Investco~~AS ~~Holdings~~OF MAY 31, ~~inc.~~2013

(~~F/K/A LAMBENT SOLUTIONS CORP.~~UNAUDITED)

(AThe ~~DEVELOPMENT~~amendments ~~STAGE~~in this update ~~COMPANY~~are effective for fiscal periods (and interim reporting periods within those years) beginning after December 15, 2013. This standard is not expected to have a material impact on the Company’s reported results of operations or financial position.

~~NOTES~~In TOFebruary ~~CONDENSED~~2013, ~~FINANCIAL~~FASB issued ~~STATEMENTS~~Accounting standards update 2013-02, Comprehensive Income (Topic 220): Reporting of Amounts Reclassified out of Accumulated Other Comprehensive Income. This update requires an entity to provide information about the amount reclassified out of accumulated other comprehensive income by component. The entity is also required to disclose significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income but only if the amount reclassified is required under U.S. GAAP to be reclassified to net income in its entirety in the same reporting periods. For other amounts that are not required under U.S. GAAP to be reclassified in their entirety to net income, an entity is required to cross-reference to other discourses required under U.S. GAAP that provide additional detail about those amounts. The objective in this Update is to improve the reporting of reclassifications out of accumulated other comprehensive income. The amendments in this update should be applied prospectively for reporting periods beginning after December 15, 2012. This standard has not resulted in a material impact on the Company’s reported results of operations or financial position.

ASNOTE OF2 ~~NOVEMBER~~GOING ~~30, 2012~~CONCERN

~~(UNAUDITED)~~As reflected in the accompanying unaudited condensed financial statements, the Company is in the development stage with minimal operations, used cash since inception of $37,676 and has a net loss since inception of $149,961. There is also a working capital and stockholders’ deficiency of $64,070. This raises substantial doubt about its ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company’s ability to raise additional capital through stockholder loans and implement its business plan. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

~~In July 2012, the FASB issued~~Management ~~updated~~believes ~~guidance~~that onactions ~~the~~presently ~~periodic~~being ~~testing~~taken ~~of indefinite-lived intangible assets, other than goodwill, for impairment. This updated guidance will allow companies the option~~ to ~~first~~obtain ~~assess~~additional ~~qualitative~~funding ~~factors to determine if it is more-likely-than-not that an indefinite-lived intangible asset might be impaired~~ and ~~whether~~implement itits isstrategic ~~necessary~~plans toprovide ~~perform~~ the ~~quantitative impairment test required~~opportunity ~~under current accounting standards. This guidance is applicable~~ for ~~reporting~~the ~~periods~~Company ~~beginning~~to ~~after~~continue ~~September~~as ~~15,~~a ~~2012~~going concern.

In December 2011, FASB issued Accounting Standards Update 2011-11, Balance Sheet - Disclosures about Offsetting Assets and Liabilities” to enhance disclosure requirements relating to the offsetting of assets and liabilities on an entity's balance sheet. The update requires enhanced disclosures regarding assets and liabilities that are presented net or gross in the statement of financial position when the right of offset exists, or that are subject to an enforceable master netting arrangement. The new disclosure requirements relating to this update are retrospective and effective for annual and interim periods beginning on or after January 1,2013. The update only requires additional disclosures, as such, we do not expect that the adoption of this standard will have a material impact on our results of operations, cash flows or financial condition.7

~~NOTE~~USA ~~2 STOCKHOLDERS’~~Investco ~~EQUITY~~Holdings, inc.

(F/K/A) LAMBENT ~~In-Kind~~SOLUTIONS ~~Contribution~~CORP.)

~~For the three months ended November 30, 2012, the shareholder of the Company contributed services having a fair value of $7,714~~ (~~See~~A ~~Note~~DEVELOPMENT 4STAGE COMPANY).

~~For~~NOTES ~~the~~TO ~~nine~~THE ~~months~~FINANCIAL ~~ended November 30, 2012, the former shareholder of the Company contributed services having a fair value of $1,500 (See Note 4).~~STATEMENTS

~~(B)~~AS ~~Stock~~OF ~~Issued~~MAY ~~for Cash~~31, 2013

~~On February 22, 2011, the Company issued 4,500,000 shares of common stock to its sole director having a fair value of $4,500~~ (~~$0.001/share~~UNAUDITED) ~~in exchange for cash (See Note 4).~~

~~For~~NOTE ~~the~~3 ~~year~~STOCKHOLDERS’ ~~ended February 29, 2012 the Company sold 1,040,000 common shares at $0.02 per share to various investors, for gross proceeds of $20,800.~~EQUITY

~~The~~(A) ~~authorized~~In-Kind ~~capital of the Company is 75,000,000 common shares with a par value of $ 0.001 per share.~~Contribution

~~(C)~~For ~~Amendment~~the tothree ~~Articles~~months ended May 31, 2013, the CEO who is also a majority stockholder of ~~Incorporation~~the Company contributed services having a fair value of $7,800 (See Note 5).

10For the year ended February 28, 2013, the CEO who is also a majority stockholder of the Company contributed services having a fair value of $16,928 (See Note 5).

~~USA~~For the year ended February 28, ~~Investco~~2013, ~~Holdings~~a total of $72 in imputed interest relating to the notes payable due to the CEO, ~~inc~~was recorded as an in-kind contribution (See Notes 4 & 5).

~~(F/K/A~~For the year ended February 28, ~~LAMBENT~~2013, ~~SOLUTIONS~~the ~~CORP.)~~Company recorded an in-kind contribution of rent having a fair value of $500 per month for facilities and related overhead provided by a company controlled by the CEO (See Note 5).

(AFor ~~DEVELOPMENT~~the ~~STAGE~~year ended February 28, ~~COMPANY~~2013, a company controlled by the CEO paid operating expenses on behalf of the Company totaling $21,200, which was forgiven and recorded as an in-kind contribution of capital (See Note 5).

~~NOTES~~In TOconnection ~~CONDENSED~~with ~~FINANCIAL~~the change ~~STATEMENTS~~in control in July 2012, the former CEO forgave a note payable in the amount of $12,378 (See Notes 4 & 5).

AS(B) OFStock ~~NOVEMBER~~Issued ~~30, 2012~~for Cash

On February 22, 2011, the Company issued 4,500,000 shares of common stock to its sole director having a fair value of $4,500 (~~UNAUDITED~~$0.001/share) in exchange for cash (See Note 5).

OnFor ~~September~~the 5,year ~~2012~~ended February 29, 2012 the Company ~~amended~~ ~~its~~sold ~~Articles~~1,040,000 ofcommon ~~Incorporation~~shares toat ~~change~~$0.02 ~~its~~per ~~name~~share to ~~USA~~various ~~Investco Holdings~~investors, ~~Inc~~for gross proceeds of $20,800.

~~(D)~~The ~~Expenses~~authorized ~~paid~~capital onof the Company~~’s’~~ ~~behalf~~is 75,000,000 common shares with a par value of $ 0.001 per share.

~~During the nine months ended November 30, 2012, the former controlling stockholders~~ (~~prior to the Purchase Agreement~~C) ~~paid~~Amendment ~~$21,200~~to ~~of accounts payable and forgave a~~Articles ~~related party note payable~~ of ~~$12,378 on the Company’s behalf. The $33,578 was recorded as an in kind contribution of capital (See Notes 3 and 4).~~Incorporation

~~NOTE~~On ~~3 NOTE~~September ~~PAYABLE~~5, –2012, ~~RELATED~~the ~~PARTY~~Company amended its Articles of Incorporation to change its name to USA InvestCo Holdings, Inc.

During the nine months ended November 30, 2012 the Company received $2,014 from a principal stockholder. Pursuant to the terms of the loan, the loan is non-interest bearing, unsecured and is due on demand (See Note 4).8

~~During the nine months ended November~~USA ~~30,~~Investco ~~2012~~Holdings, ~~the former controlling stockholders forgave loans of $12,378 and this was recorded by the Company as contributed capital (See Note 4)~~inc.

During the nine months ended November 30, 2012 the Company received $8,222 from a former principal stockholder. Pursuant to the terms of the loan, the loan is non-interest bearing, unsecured and is due on demand (~~See Note 4). As~~F/K/A ofLAMBENT ~~February~~SOLUTIONS ~~29, 2012, the Company was indebted to the director of the Company for the amount of $4,156~~CORP. ~~The amount is due on demand, non-interest bearing and unsecured (See Note 4~~)~~. The total of these two loans equals 12,378 and was subsequently forgiven as noted above.~~

~~NOTE~~(A ~~4 RELATED~~DEVELOPMENT ~~PARTY TRANSACTIONS~~STAGE COMPANY)

~~During~~NOTES ~~the~~TO ~~three~~THE ~~months~~FINANCIAL ~~ended November 30, 2012 the Company received $2,014 from a principal stockholder. Pursuant to the terms of the loan, the loan is non-interest bearing, unsecured and is due on demand (See Note 3).~~STATEMENTS

~~For~~AS ~~the~~OF ~~three~~MAY ~~months ended November 30~~31, ~~2012, the shareholder of the Company contributed services having a fair value of $7,714 (See Note 2(A)).~~2013

~~For the nine months ended November 30, 2012, the former shareholder of the Company contributed services having a fair value of $1,500~~ (~~See Note 2(A~~UNAUDITED)).

11NOTE 4 NOTE PAYABLE – RELATED PARTY

During the ~~nine~~three months ended ~~November~~ 30May 31, ~~2012~~2013 the CEO paid $4,186 in expenses on the ~~former~~Company’s ~~controlling~~behalf ~~stockholder~~in ~~(prior~~exchange for a note payable. Pursuant to the ~~Purchase~~terms of ~~Agreement)~~the ~~forgave~~note, ~~loans~~the ofloan ~~$12~~is non-interest bearing,~~378~~ unsecured and ~~this~~due ~~was~~on demand. The Company recorded bya total of $213 in imputed interest as an in-kind contribution during the ~~Company~~three asmonths ~~contributed~~ended ~~capital~~May 31, 2013 (See ~~Note~~Notes 3(A) & 5).

During the ~~nine~~year ~~month~~ ended ~~November~~ 30February 28, ~~2012~~2013 the ~~Company~~CEO ~~received~~paid $813,~~222~~090 ~~from~~in aexpenses ~~former~~on ~~principal~~the ~~stockholder~~Company’s behalf in exchange for two notes payable. Pursuant to the terms of the ~~loan~~notes, the ~~loan is~~loans are non-interest bearing, unsecured and is due on demand ~~(See Note 2(A))~~. AsThe ~~of February 29, 2012, the~~ Company ~~was~~recorded ~~indebted~~a tototal ~~the director~~ of ~~the Company for the amount of~~ $~~4,156.~~72 ~~The~~in ~~amount~~imputed isinterest as ~~due~~an ~~on demand, non~~in-~~interest~~kind ~~bearing~~contribution ~~and~~during ~~unsecured~~the year (See ~~Note~~Notes 3(A)~~. The~~ ~~total~~& ~~of these two loans equals $12,378 and was subsequently forgiven as noted above~~5).

OnAs of February 2229, ~~2011~~2012, the Company ~~issued~~was indebted to the former controlling stockholder of the Company for the amount of $4,~~500~~156. During the year ended February 28,~~000~~ 2013, ~~shares~~the ofCompany ~~common~~received ~~stock~~an toadditional ~~its~~$8,222 ~~sole~~from ~~Director~~the ~~having~~former acontrolling ~~fair~~stockholder. ~~value~~Pursuant to the terms of $4the loan,~~500~~ ~~($0~~the loan was non-interest bearing, unsecured and was due on demand.~~001/share)~~ In connection with the change in ~~exchange~~control ~~for~~in ~~cash~~July 2012, the former CEO forgave the full amount due of $12,378 (See ~~Note~~Notes 2 3(BA) & 5).

NOTE 5 ~~GOING CONCERN~~ RELATED PARTY TRANSACTIONS

AsDuring ~~reflected~~the inthree ~~the~~months ~~accompanying~~ended ~~unaudited~~May ~~condensed financial statements~~31, ~~the~~2013 ~~Company is in~~ the ~~development~~CEO ~~stage~~paid ~~with minimal operations~~$4,186 ~~used~~in ~~cash~~expenses inon ~~operations of~~the ~~$60,892~~Company’s ~~from~~behalf ~~inception~~in ~~and~~exchange ~~has~~for a ~~net~~note ~~loss since inception of $90,123~~payable. ~~There~~Pursuant isto ~~also~~the ~~a working capital and stockholders’~~terms ~~deficiency~~ of ~~$22~~the note,~~031.~~ ~~This~~the ~~raises~~loan ~~substantial~~is ~~doubt~~non-interest ~~about~~bearing, ~~its~~unsecured ~~ability~~and todue ~~continue~~on ~~as a going concern~~demand. The ~~ability of the~~ Company to ~~continue~~recorded as a ~~going~~total ~~concern~~of is$213 ~~dependent~~in onimputed ~~the Company’s ability to raise additional capital through shareholder loans~~interest ~~and~~as ~~implement~~an ~~its~~in-kind ~~business~~contribution ~~plan.~~during ~~The~~the ~~financial~~three ~~statements~~months doended ~~not~~May ~~include~~31, ~~any~~2013 ~~adjustments~~(See ~~that~~Notes ~~might~~3(A) be& ~~necessary if the Company is unable to continue as a going concern~~4).

~~Management~~During the year ended February ~~believes~~28, ~~that~~2013 ~~actions~~the ~~presently~~CEO ~~being~~paid ~~taken~~$13,090 toin ~~obtain~~expenses ~~additional~~on ~~funding~~the ~~and~~Company’s ~~implement~~behalf ~~its~~in ~~strategic~~exchange ~~plans~~for ~~provide~~two notes payable. Pursuant to the ~~opportunity~~terms ~~for~~of the notes, the loans are non-interest bearing, unsecured and due on demand. The Company torecorded ~~continue~~a total of $72 in imputed interest as aan ~~going~~in-kind ~~concern~~contribution during the year (See Notes 3(A) & 4).

As of February 29, 2012, the Company was indebted to the former controlling stockholder of the Company for the amount of $4,156. During the year ended February 28, 2013, the Company received an additional $8,222 from the former controlling stockholder. Pursuant to the terms of the loan, the loan was non-interest bearing, unsecured and was due on demand. In connection with the change in control in July 2012, the former CEO forgave the full amount due of $12,378 (See Notes 3(A) & 4).

~~ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION~~9

~~We were incorporated~~USA inInvestco ~~the State of Nevada on January 20~~Holdings, ~~2011 as Lambent Solutions Corporation~~inc. On July 25, 2012, the Company entered into a Stock Purchase Agreement (the “SPA”) with Irina Dondikova, the former sole director and officer of the Company (the “Seller”), and Charles Schoninger (the “Purchaser”), under which the Purchaser purchased 4,500,000 shares of common stock, par value $0.001 per share, of the Company (the “Shares”), for an aggregate purchase price of $126,000, payable in full to the Seller (a “Change of Control”). The Shares represent all of the Seller’s interest in and to any securities of the Company, and make up 81.227% of the issued and outstanding shares of common stock of the Company. The SPA closed and the Change of Control occurred on July 25, 2012.

~~On September 5, 2012, the Company filed a Certificate of Amendment to its Articles of Incorporation~~ (~~the “Name Change”) with the Secretary~~F/K/A ofLAMBENT ~~State~~SOLUTIONS ~~of the State of Nevada to change its name from “Lambent Solutions Corp~~CORP.”) ~~to “USA InvestCo Holdings, Inc.”~~

~~The~~(A ~~Name~~DEVELOPMENT ~~Change~~STAGE was effected in connection with the Company’s potential business combination with USA Holdings, Inc., a land development company that is primarily focused on projects in the coastal regions of North Carolina. The first project of USA Holdings, Inc. is a waterfront project in Wilmington, NC that includes a 200 ship marina, a hotel and restaurant. The second project being contemplated is a cold storage food facility at the Port of Wilmington. USA Holdings, Inc. is considering other similar projects in the area.COMPANY)

~~The~~NOTES ~~Company~~TO ~~has not~~THE ~~entered~~FINANCIAL into any definitive agreement with USA Holdings, Inc. as of the date hereof. Up until the sale of the Company in the Change of Control, the Company offered an advertising system for real estate brokers and agents. The Company has ceased operations in this area in anticipation of the potential merger with USA InvestCo Holdings, Inc.STATEMENTS

~~Results~~AS ofOF ~~Operations~~MAY 31, 2013

We are a development stage company and have not generated any revenue to date. We have incurred recurring losses to date. Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation. We expect we will require additional capital to meet our long term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities.(UNAUDITED)

~~Three Month~~For ~~Period~~the ~~Ended~~three ~~November~~months 30ended May 31, ~~2012~~2013, ~~Compared~~the toCEO who is also a majority stockholder of the ~~Three~~Company ~~Month~~contributed ~~Period~~services ~~Ended~~having ~~November~~a 30fair value of $7,800 ~~2011~~ (See Notes 3(A)).

~~Our~~For ~~net loss for~~ the ~~three~~year ~~month period~~ ended ~~November~~February 3028, 2013, ~~2012~~the ~~was~~CEO ~~$29,346~~who ~~compared~~is toalso a ~~net~~majority ~~loss~~stockholder of ~~$4,000 for~~ the ~~three~~Company ~~month~~contributed ~~period~~services ~~ended~~having ~~November~~a ~~30,~~fair ~~2011.~~value ~~During the~~of ~~three month period ended November 30~~$16,928 ~~2012,~~(See ~~we did not generate any revenue~~Notes 3(A)).

~~During~~For the three ~~month~~months ~~period~~ ended ~~November 30~~May 31, ~~2012~~2013, wea ~~incurred~~total ~~general and administrative expenses~~ of $~~13,336~~213 ~~compared~~in toimputed ~~$4,000~~interest ~~incurred~~relating ~~during~~to the ~~three~~notes ~~month~~payable ~~period~~due ~~ended~~to ~~November 30, 2011. General and administrative incurred during~~ the ~~three month period ended November 30~~CEO, ~~2012~~was ~~were~~recorded ~~generally~~as ~~related~~an toin-kind ~~corporate overhead, financial and administrative~~contribution ~~contracted~~(See ~~services,~~Notes ~~such~~3(A) as& ~~legal and accounting, developmental costs, and marketing expenses~~4).

13For the year ended February 28, 2013, a total of $72 in imputed interest relating to the notes payable due to the CEO, was recorded as an in-kind contribution (See Notes 3(A) & 5).

~~During~~For the ~~three~~year ~~month period~~ ended ~~November~~February 3028, ~~2012~~ 2013, ~~we incurred professional fees of $16,010, as opposed to no professional fees during~~ the ~~three~~Company ~~month~~recorded ~~period~~an ~~ended November 30, 2011. The increase~~ in-kind ~~the~~contribution ~~loss~~of inrent ~~the~~having ~~three~~a ~~month~~fair ~~period ended~~value ~~November~~of ~~30,~~$500 ~~2012~~per ~~as opposed to the three~~ month ~~period~~for ~~ended~~facilities ~~November~~and ~~30,~~related ~~2011 can be largely attributed to the added professional~~overhead ~~fees~~provided ~~expense~~by as a ~~result~~company ofcontrolled usby ~~maintaining~~the ~~our~~CEO ~~status~~(See asNote ~~an SEC reporting company~~3(A)).

~~The~~For ~~weighted~~the ~~average~~year ~~number~~ended February 28, 2013, a company controlled by the CEO paid operating expenses on behalf of ~~shares~~the ~~outstanding was~~Company 5totaling $21,~~540~~200,~~000~~ ~~for~~which ~~the~~was ~~three~~forgiven ~~month~~and recorded ~~period~~as ~~ended~~an ~~November~~in-kind ~~30,~~contribution ~~2012~~of capital (See Note 3(A)).

~~Nine~~In connection with the change ~~Month~~in ~~Period~~control ~~Ended~~in ~~November~~July 302012, ~~2012~~the ~~Compared~~former toCEO ~~the~~forgave ~~Nine~~a ~~Month~~note ~~Period~~payable ~~Ended~~in ~~November~~the 30amount of $12,378 ~~2011~~ (See Notes 3(A) & 4).

~~Our~~On ~~net~~February ~~loss~~22, ~~for~~2011, the ~~nine month period~~Company ~~ended~~issued ~~November 30~~4,500,000 ~~2012~~shares ~~was~~of ~~$70,677~~common ~~compared~~stock to aits ~~net~~sole ~~loss~~Director ofhaving ~~$14,699~~a ~~for~~fair ~~the~~value ~~nine~~of ~~month period ended November 30~~$4,500 ~~2011~~($0.001/share) ~~During the~~in ~~nine~~exchange ~~month~~for ~~period~~cash (See ~~ended~~Note ~~November~~3 ~~30, 2012, we did not generate any revenue~~(B)).

~~During~~NOTE ~~the~~6 ~~nine~~SUBSEQUENT month period ended November 30, 2012, we incurred general and administrative expenses of $29,167 compared to $14,699 incurred during the nine month period ended November 30, 2011. General and administrative expenses incurred during the nine month period ended November 30, 2012 were generally related to corporate overhead, financial and administrative contracted services, such as legal and accounting, developmental costs, and marketing expenses.EVENT

~~During~~Subsequent ~~the~~to ~~nine~~May ~~month~~31, ~~period ended November~~2013 ~~30,~~the ~~2012,~~CEO wepaid ~~incurred professional fees of~~ $414,~~510,~~412 asin ~~opposed~~expenses toon nothe ~~professional~~Company’s ~~fees~~behalf ~~during~~in ~~the~~exchange ~~nine~~for ~~month~~a ~~period~~note ~~ended November 30, 2011~~payable. ~~The~~Pursuant ~~increase~~to in the ~~loss~~terms inof the note, ~~nine~~the ~~month~~loans ~~period~~are ~~ended~~non-interest ~~November 30~~bearing, ~~2012~~unsecured asand ~~opposed~~due toon ~~the~~demand. ~~nine month period ended November 30~~Additionally, ~~2011~~a ~~can~~related beparty ~~largely~~paid ~~attributed~~$10,000 ~~to the added~~ in professional fees ~~expense~~on asbehalf ~~a result~~ of usthe ~~maintaining our status as an SEC reporting company~~Company.

~~The weighted average number of shares outstanding was 5,540,000 for the nine month period ended November 30, 2012.~~10

~~Liquidity~~ Item 2. Management’s Discussion and ~~Capital~~Analysis ~~Resources~~ of Financial Condition and Results of Operations

~~Nine~~We ~~month~~were ~~period~~incorporated in ~~Ended~~the ~~November~~State 30of Nevada on January 20, 2011 as Lambent Solutions Corporation. On July 25, 2012 , the Company entered into a Stock Purchase Agreement (the “SPA”) with Irina Dondikova, the former sole director and officer of the Company (the “Seller”), and Charles Schoninger (the “Purchaser”), under which the Purchaser purchased 4,500,000 shares of common stock, par value $0.001 per share, of the Company (the “Shares”), for an aggregate purchase price of $126,000, payable in full to the Seller (a “Change of Control”). The Shares represent all of the Seller’s interest in and to any securities of the Company, and make up 81.227% of the issued and outstanding shares of common stock of the Company. The SPA closed and the Change of Control occurred on July 25, 2012.

AsOn ofSeptember ~~November 30~~5, 2012, ~~our current~~the ~~assets~~Company ~~were~~filed ~~$0,~~a ~~compared~~Certificate ~~to $10,010 in current assets at February 29, 2012. As~~ of ~~November~~Amendment ~~30, 2012, our current liabilities were $22,031, compared~~ to ~~$4,156~~its inArticles ~~current~~of ~~liabilities~~Incorporation at(the ~~February~~“Name ~~29,~~Change”) ~~2012.~~with ~~Current~~the ~~liabilities were comprised~~Secretary of ~~$22,017~~State inof ~~accounts~~the ~~payable~~State ~~and~~of ~~$2,014~~Nevada into ~~related~~change ~~party~~its ~~notes~~name ~~payable~~from at“Lambent ~~November~~Solutions ~~30,~~Corp.” ~~2012,~~to ~~and~~“USA ~~comprised~~InvestCo ~~of $4~~Holdings,~~156 in a~~ ~~related party note payable at February 29, 2012~~Inc.”

~~Cash~~The ~~Flows~~Name ~~from~~Change was ~~Operating~~effected ~~Activities~~in connection with the Company’s potential business combination with USA Holdings, Inc., a land development company that is primarily focused on projects in the coastal regions of North Carolina. The first project of USA Holdings, Inc. is a waterfront project in Wilmington, NC that includes a 200 ship marina, a hotel and restaurant. The second project being contemplated is a cold storage food facility at the Port of Wilmington. USA Holdings, Inc. is considering other similar projects in the area.

WeThe ~~have~~Company has not ~~generated~~entered ~~positive~~into ~~cash~~any ~~flows from~~definitive ~~operating~~agreement ~~activities.~~with ~~For~~USA ~~the nine month period ended November 30~~Holdings, ~~2012,~~Inc. ~~net~~as ~~cash~~of ~~flows~~the ~~used~~date inhereof. ~~operating~~Up ~~activities~~until ~~was~~the ~~$38,520 consisting~~sale of athe ~~net~~Company ~~loss of $70,677, an~~ in~~-kind~~ ~~contribution~~the Change of ~~services of $9~~Control,~~214,~~ athe ~~decrease~~Company inoffered ~~prepaid~~an ~~expenses~~advertising ofsystem ~~$2,926,~~for ~~and an~~real ~~increase~~estate inbrokers ~~accounts payable~~ and ~~accrued expenses of $20,017~~agents. ~~Net~~The ~~cash~~Company ~~flows~~has ~~used~~ceased operations in ~~operating~~this ~~activities~~area ~~was~~in ~~$19,625~~anticipation ~~for~~of the ~~Nine~~ ~~month~~potential ~~period~~merger ~~ended~~with ~~November~~USA ~~30,~~InvestCo ~~2011~~Holdings, ~~consisting of a net loss of $14,699 and an increase in prepaid expenses of $4,926~~Inc.

14Results of Operations

~~Cash~~We ~~Flows~~are ~~from~~a ~~Financing~~development ~~Activities~~stage company and have not generated any revenue to date. We have incurred recurring losses to date. Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation. We expect we will require additional capital to meet our long term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities.

WeThree ~~have~~Month ~~financed our~~Period ~~operations~~Ended ~~primarily~~May ~~from either advances or the issuance of equity and debt instruments. For the nine month period ended November 30, 2012 net cash provided by financing activities was $~~31,~~436,~~ ~~consisting~~2013 ofCompared ato ~~capital contribution from Charles Schoninger, our principal stockholder, of $21,200, and proceeds from a related party note payable of $10,236. For~~ the ~~nine month period ended November 30, 2011 net cash provided by financing activities was $20,800, consisting of proceeds from~~Three ~~the~~Month ~~issuance~~Period ofEnded ~~common~~May ~~stock. For the period from inception (January 20~~31, ~~2011) to November 30,~~ 2012~~, net cash provided by financing activities was $60,892.~~

~~Plan~~Our net loss for the three month period ended May 31, 2013 was $29,602 compared to a net loss of ~~Operation~~$15,067 ~~and~~for ~~Funding~~the three month period ended May 31, 2012. During the three month period ended May 31, 2013, we did not generate any revenue.

~~Our~~During ~~cash reserves are not sufficient to meet our obligations for~~ the ~~next~~three ~~twelve~~ month period. Asended aMay 31, ~~result~~2013, we ~~will~~incurred ~~need~~general toand ~~seek~~administrative ~~additional~~expenses ~~funding in the near future. We currently do not have a specific plan~~ of ~~how~~$9,766 wecompared ~~will~~to ~~obtain such funding; however~~$15,067 weincurred ~~anticipate~~during ~~that~~the ~~additional~~three ~~funding~~month ~~will~~period beended inMay ~~the~~31, ~~form~~2012. ofGeneral ~~equity~~and ~~financing~~administrative ~~from~~incurred during the ~~sale~~three ofmonth ~~shares~~period ofended ~~our~~May ~~common~~31, ~~stock.~~2013 Wewere ~~may~~generally ~~also seek~~ related to ~~obtain~~corporate ~~short-term~~overhead, ~~loans~~financial ~~from our~~and ~~directors~~administrative orcontracted ~~unrelated parties~~services, ~~although no~~ such ~~arrangements~~as ~~have~~legal ~~been~~and ~~made.~~accounting, Wedevelopmental docosts, ~~not have any arrangements in place for~~and ~~any~~marketing ~~future equity financing~~expenses.

~~Off-Balance~~During ~~Sheet~~the ~~Arrangements~~three month period ended May 31, 2013, we incurred professional fees of $19,623, as opposed to $2,300 during the three month period ended May 31, 2012. The increase in the Professional Fees in the three month period ended May 31, 2013 as opposed to the three month period ended May 31, 2012 can be largely attributed to the added professional fees expense as a result of us maintaining our status as an SEC reporting company.

AsThe ofweighted ~~the~~average ~~date~~number of ~~this~~shares ~~Quarterly Report,~~outstanding wewas ~~do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition~~5,540,000 ~~changes~~for inthe ~~financial~~three ~~condition,~~month ~~revenues~~period orended ~~expenses,~~May ~~results of operations~~31, ~~liquidity, capital expenditures or capital resources that are material to investors~~2013.

~~Going Concern~~11

~~The~~Liquidity ~~Company is in the development stage with limited operations,~~ and ~~has~~Capital not earned any revenues and has had a net loss since inception (January 20, 2011) to November 30, 2012 of $90,123. The Company has a stockholders’ deficiency of $22,031 at November 30, 2012. The Company had no assets at November 30, 2012.Resources

~~The~~As ~~Company’s~~of ~~former~~May ~~independent auditors~~31, ~~MaloneBailey,~~2013 ~~LLP,~~and ~~provided~~February an28, ~~explanatory~~2013, our ~~paragraph~~current ~~expressing~~assets ~~substantial~~were ~~doubt~~$0. ~~about~~As ~~our~~of ~~ability~~May to31, ~~continue~~2013, asour ~~a going~~current ~~concern~~liabilities inwere ~~their~~$64,070, ~~audit~~compared ~~report~~to ~~for~~$43,981 ~~the~~in ~~year~~current ~~ended~~liabilities at February 2928, ~~2012~~2013. ~~The~~Current ~~financial~~liabilities ~~statements~~ were ~~prepared~~comprised ~~“assuming that~~of we$46,794 ~~will~~in ~~continue~~accounts aspayable aand ~~going concern~~$17,”276 ~~which~~in ~~contemplates~~related ~~that~~party wenotes ~~will~~payable at ~~realize~~May ~~our~~31, ~~assets~~2013, and ~~satisfy~~comprised ~~our~~of ~~liabilities~~ $30,891 in accounts payable and ~~commitments~~$13,090 in ~~the~~a ~~ordinary~~related ~~course~~party ofnote ~~business~~payable at February 28, 2013.

~~The~~Cash ~~ability~~Flows of the Company to continue as a going concern is dependent on the Company’s ability to raise additional capital through loans as well as the sale of equity or debt securities. We do not currently have any arrangements in place for any future equity financing or loans from ~~our directors~~Operating ~~or unrelated parties.~~Activities

~~ITEM~~We 3have not generated positive cash flows from operating activities. ~~QUANTITATIVE~~For ~~AND~~the ~~QUALITATIVE~~three ~~DISCLOSURES~~month ~~ABOUT~~period ~~MARKET~~ended ~~RISK~~May 31, 2013, net cash flows from operating activities were $0 because the Company has no cash and expenses are paid directly by a related party. Net cash flows used in operating activities was $13,067 for the three month period ended May 31, 2012, consisting of a net loss of $15,067 and an increase in prepaid expenses of $2,000.

WeCash ~~are~~Flows afrom ~~smaller~~Financing ~~reporting company and therefore not required to provide this information.~~Activities

~~ITEM~~We 4have financed our operations primarily from either advances or the issuance of equity and debt instruments. ~~CONTROLS~~For ~~AND~~the ~~PROCEDURES~~three month period ended May 31, 2013 net cash provided by financing activities was $0. For the three month period ended May 31, 2012 net cash provided by financing activities was $7,206, consisting of proceeds from the issuance of common stock. For the period from inception (January 20, 2011) to May 31, 2013, net cash provided by financing activities was $37,676.

~~Evaluation~~ Plan of ~~Disclosure~~Operation ~~Controls~~ and ~~Procedures~~Funding

Our ~~management, including~~cash ~~our~~reserves ~~Chief~~are ~~Executive~~not ~~Officer~~sufficient ~~and~~to meet ~~Chief~~our ~~Financial~~obligations ~~Officer,~~for ~~evaluated~~ the ~~effectiveness~~next oftwelve ~~our~~month ~~disclosure~~period. ~~controls~~As ~~and~~a ~~procedures (as~~result, ~~defined~~we inwill ~~Rules~~need ~~13a-15(e)~~to orseek ~~15d-15(e)~~additional ~~under~~funding in the ~~Securities~~ ~~Exchange~~near ~~Act~~future. We ofcurrently ~~1934,~~do asnot ~~amended~~have ~~(the~~a ~~‟Exchange~~specific ~~Act”)) as~~plan of ~~the~~how ~~end~~we ofwill ~~the~~obtain ~~period~~such ~~covered~~funding; byhowever, ~~this~~we ~~report. Our~~anticipate ~~management~~that ~~does~~additional ~~not~~funding ~~expect~~will be ~~that~~in ~~our~~the ~~disclosure~~form ~~controls~~of ~~and procedures~~equity ~~will~~financing ~~prevent~~from ~~all~~the ~~error~~sale ~~and~~of ~~all~~shares ~~fraud. In~~of ~~designing~~our ~~and~~common ~~evaluating~~stock. ~~the~~We ~~disclosure~~may ~~controls~~also ~~and~~seek ~~procedures, management~~to ~~recognized~~obtain ~~that~~short-term ~~any~~loans ~~controls~~from our ~~and~~directors ~~procedures~~or unrelated parties, although no ~~matter~~such ~~how~~arrangements ~~well~~have ~~designed~~been ~~and~~made. ~~operated,~~We ~~can~~do ~~provide~~not ~~only~~have ~~reasonable~~any ~~assurance of~~arrangements ~~achieving~~in ~~the~~place ~~desired~~for any ~~control~~future ~~objectives~~equity financing.

15Off-Balance Sheet Arrangements

~~Based~~As onof the ~~evaluation as~~date of ~~November~~this ~~30,~~Quarterly ~~2012~~Report, ~~for the reasons set forth below, our Chief Executive Officer and Chief Financial Officer concluded that~~ ~~our~~we ~~disclosure~~do ~~controls~~not ~~and~~have ~~procedures~~any ~~were~~off-balance ~~not effective~~sheet toarrangements ~~provide reasonable assurance~~ that ~~information~~have weor are ~~required to~~reasonably ~~disclose~~likely into ~~reports~~have ~~that~~a wecurrent ~~file~~ or ~~submit~~future ~~under~~effect ~~the~~on ~~Exchange~~our financial ~~Act is recorded~~condition, ~~processed,~~changes ~~summarized and reported within the time periods specified~~ in ~~the~~financial ~~SEC’s~~condition, ~~rules~~revenues ~~and~~or ~~forms~~expenses, ~~and~~results ~~that~~of ~~such~~operations, ~~information~~liquidity, iscapital ~~accumulated and communicated to our management,~~expenditures ~~including~~or ~~our~~capital ~~chief~~resources ~~executive~~that ~~officer~~are ~~and~~material ~~chief financial officer, as appropriate,~~ to ~~allow timely decisions regarding required disclosure~~investors.

AGoing material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. In its assessment of the effectiveness of internal control over financial reporting as of November 30, 2012, the Company determined that there were control deficiencies that constituted the following material weakness:Concern

● The Company is ~~does~~in the development stage with limited operations, and has not ~~have~~earned anany ~~independent~~revenues ~~audit~~and ~~committee~~has inhad ~~place~~a net loss since inception (January 20, ~~which~~2011) ~~would~~to ~~provide~~May ~~oversight~~31, 2013 of ~~the~~$149,961. The Company has a stockholders’s ~~officers~~deficiency of $64,070 ~~operations~~at ~~and~~May ~~financial~~31, ~~reporting~~2013. ~~function~~The Company had no assets at May 31, 2013.

~~Changes~~The Company’s independent auditors, Liggett, Vogt and Webb, P.A., provided an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern in ~~Internal~~their ~~Control~~audit ~~over~~report ~~Financial~~for ~~Reporting~~the year ended February 28, 2013. The financial statements were prepared “assuming that we will continue as a going concern,” which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business.

There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) or 15d-15(f) under the Exchange Act) during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. 12

16The ability of the Company to continue as a going concern is dependent on the Company’s ability to raise additional capital through loans as well as the sale of equity or debt securities. We do not currently have any arrangements in place for any future equity financing or loans from our directors or unrelated parties.

~~PART~~Item II3. ~~OTHER~~Quantitative ~~INFORMATION~~and Qualitative Disclosures About Market Risk

~~ITEM~~We 1.are ~~LEGAL~~a ~~PROCEEDINGS~~smaller reporting company and therefore not required to provide this information.

~~From~~Item ~~time to time, we may become involved in various lawsuits and legal proceedings, which arise, in the ordinary course of business~~4. ~~However,~~Controls ~~litigation is subject to inherent uncertainties,~~ and an adverse result in these or other matters may arise from time to time that may harm our business. We are currently not aware of any such legal proceedings or claims that we believe will have a material adverse effect on our business, financial condition or operating results.Procedures

~~ITEM~~Evaluation of ~~1A.~~Disclosure ~~RISK~~Controls ~~FACTORS.~~and Procedures

AsOur amanagement, including ~~“smaller~~our ~~reporting~~Chief ~~company”~~Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined byin ~~Item~~Rules 1013a-15(e) ofor ~~Regulation S~~15d-K15(e) under the Securities Exchange Act of 1934, as amended (the ~~Company~~‟Exchange isAct”)) as ~~not~~of ~~required~~the toend ~~provide~~of ~~information~~the ~~required~~period covered by this ~~Item~~report. Our management does not expect that our disclosure controls and procedures will prevent all error and all fraud. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

~~ITEM~~Based on 2.the ~~UNREGISTERED~~evaluation ~~SALES~~as OFof ~~EQUITY~~May ~~SECURITIES~~31, ~~AND~~2013, ~~USE~~for OFthe ~~PROCEEDS~~reasons set forth below, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.

~~None~~A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. In its assessment of the effectiveness of internal control over financial reporting as of May 31, 2013, the Company determined that there were control deficiencies that constituted the following material weaknesses:

~~ITEM~~· 3.The ~~DEFAULTS~~Company ~~UPON~~does ~~SENIOR~~not ~~SECURITIES~~currently have an active Chief Financial Officer to oversee the day to day transactions and operations, which ensures the timely and accurate identification and reporting of all necessary transactions.

~~None~~· The Company does not have an independent audit committee that can review and approve significant transactions and the reporting process and provide independent oversight of the Company.

~~ITEM~~· 4.The ~~MINE~~Company ~~SAFETY~~does ~~DISCLOSURES~~not have a cash account and is reliant on related parties to pay operating costs and properly identify and record transactions in a timely and accurate manner.

~~Not~~Changes in ~~Applicable.~~Internal Control over Financial Reporting

~~ITEM~~There 5.have ~~OTHER~~been no ~~INFORMATION~~changes in our internal control over financial reporting (as defined in Rules 13a-15(f) or 15d-15(f) under the Exchange Act) during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

~~None~~PART II. OTHER INFORMATION

~~ITEM~~Item 61. ~~EXHIBITS~~Legal Proceedings.

(From time to time, we may become involved in various lawsuits and legal proceedings, which arise, in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We are currently not aware of any such legal proceedings or claims that we believe will have a~~) Exhibits~~ material adverse effect on our business, financial condition or operating results.

Exhibit Number		Description
31.1		Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*		Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS **		XBRL Instance Document
101.SCH **		XBRL Taxonomy Schema
101.CAL **		XBRL Taxonomy Calculation Linkbase
101.DEF **		XBRL Taxonomy Definition Linkbase
101.LAB **		XBRL Taxonomy Label Linkbase
101.PRE **		XBRL Taxonomy Presentation Linkbase

Item 1A.

Risk Factors.

*As Ina ~~accordance~~“smaller ~~with~~reporting ~~SEC~~company” as ~~Release~~defined 33by Item 10 of Regulation S-~~8238~~K, ~~Exhibit~~the ~~32.1~~Company is ~~furnished and~~ not ~~filed~~required to provide information required by this Item.

1713

**Item ~~Furnished herewith~~2. ~~XBRL~~Unregistered ~~(Extensible Business~~Sales ~~Reporting Language) information is furnished and not filed or a part~~ of aEquity ~~registration statement or prospectus for purposes of Sections 11 or 12 of the~~ Securities ~~Act~~and ofUse ~~1933, as amended, is deemed not filed for purposes~~ of ~~Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections~~Proceeds.

18None.

~~SIGNATURES~~Item 3. Defaults Upon Senior Securities.

~~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~~None.

	USA INVESTCO HOLDINGS, INC.
Date: January 18, 2013	By:	/s/ Charles Schoninger
		Charles Schoninger, President
		Chief Executive Officer (Duly Authorized, Principal Executive Officer and Principal Financial Officer) and Director

Item 4.

Mine Safety Disclosures

19Not Applicable.

Item 5.

Other Information.

None.

Item 6.

Exhibits

(a) Exhibits

Exhibit Number	Description
31.1	Certification of Principal Executive Officer and Principal Financial Officer of the Registrant pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1+	Certification of Principal Executive Officer and Principal Financial Officer of the Registrant pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS**	XBRL Instance Document
101.SCH**	XBRL Taxonomy Extension Schema Document
101.CAL**	XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF**	XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB**	XBRL Taxonomy Extension Label Linkbase Document.
101.PRE**	XBRL Taxonomy Extension Presentation Linkbase Document

* In accordance with SEC Release 33-8238, Exhibit 32.1 is furnished and not filed.

** Furnished herewith. XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

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 INVESTCO HOLDINGS, INC.

Date: July 26, 2013	By:	/s/ Charles Schoninger
		Charles Schoninger, President
		Chief Executive Officer (Duly Authorized, Principal Executive Officer and Principal Financial Officer) and Director

Filing Compare · USA InvestCo Holdings, Inc.