UNITED STATES ~~SECURITIES AND EXCHANGE COMMISSION~~

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, 2013
	For the quarterly period ended May 31, 2014
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 ¨

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 ¨

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 oNo ¨

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~~December 1018, 2014.

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION

PART I - FINANCIAL INFORMATION
Item 1	Financial Statements
	Condensed Balance Sheets	1
	Condensed Statements of Operations (Unaudited)	2
	Condensed Statement of Changes in Stockholders' Deficiency (Unaudited)	3
	Condensed Statements of Cash Flows (Unaudited)	4
	Notes to Condensed Financial Statements (Unaudited)	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	10
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	12
Item 4.	Controls and Procedures	12
PART II - OTHER INFORMATION
Item 1	Legal Proceedings	13
Item 1A.	Risk Factors	13
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	13
Item 3	Defaults Upon Senior Securities	13
Item 4	Mine Safety Disclosures	13
Item 5	Other Information	13
Item 6	Exhibits	13
	Signatures	14

Item 1	Financial Statements
	Condensed Balance Sheets	1
	Condensed Statements of Operations (Unaudited)	2
	Condensed Statement of Changes in Stockholders' Deficiency (Unaudited)	3
	Condensed Statements of Cash Flows (Unaudited)	4
	Notes to Condensed Financial Statements (Unaudited)	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	11
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	13
Item 4.	Controls and Procedures	13
PART II - OTHER INFORMATION
Item 1	Legal Proceedings	14
Item 1A.	Risk Factors	14
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	14
Item 3	Defaults Upon Senior Securities	14
Item 4	Mine Safety Disclosures	14
Item 5	Other Information	14
Item 6	Exhibits	14
	Signatures	15

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 Quarterly 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.

USA INVESTCO HOLDINGS, INC.

(f/k/a LAMBENT SOLUTIONS CORP.)

(A DEVELOPMENT STAGE COMPANY)

CONTENTS

PAGE	1	CONDENSED BALANCE SHEETS AS OF ~~NOVEMBER~~MAY 3031, ~~2013~~2014 (UNAUDITED) AND AS OF FEBRUARY 2928, ~~2013~~2014
PAGE	2	CONDENSED STATEMENTS OF OPERATIONS FOR THE THREE ~~AND NINE~~ MONTHS ENDED ~~NOVEMBER~~MAY 3031, ~~2013~~2014 AND ~~2012 AND FOR THE PERIOD FROM JANUARY 20, 2011 (INCEPTION) TO NOVEMBER 30,~~ 2013 (UNAUDITED)
PAGE	3	CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIENCY FOR THE ~~PERIOD~~THREE ~~FROM~~MONTHS ~~JANUARY~~ENDED ~~20,~~MAY ~~2011 (INCEPTION) TO NOVEMBER 30~~31, ~~2013~~2014 (UNAUDITED)
PAGE	4	CONDENSED STATEMENTS OF CASH FLOWS FOR THE ~~NINE~~THREE MONTHS ENDED ~~NOVEMBER~~MAY 3031, ~~2013~~2014 AND ~~2012 AND FOR THE PERIOD FROM JANUARY 20, 2011 (INCEPTION) TO NOVEMBER 30,~~ 2013 (UNAUDITED)
PAGES	5 - 109	NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

PART I - FINANCIAL INFORMATION

Item 1.

Financial Statements

USA InvestCo Holdings, Inc.

(f/k/a Lambent Solutions Corp.)

(A Development Stage Company)

Condensed Balance Sheets

ASSETS
	May 31, 2014			February 28, 2014
	November 30, 2013			February 28, 2013
	(Unaudited)
Current Assets
ASSETS
Cash	$	-		$	-
Total Assets	$	-		$	-
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
Current Liabilities
Accounts Payable	$	~~21,979~~341		$	309,~~891~~064
Note Payable - Related Party		69,743			13,090
Notes Payable - Related Party		133,653			93,756
Total Liabilities		91133,~~722~~994			43102,~~981~~820
Commitments and Contingencies
Stockholders' Deficiency
Common stock, $0.001 par value; 75,000,000 shares authorized, 5,540,000 shares issued and outstanding, respectively		5,540			5,540
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		~~100~~121,~~096~~511			70110,~~838~~598
Deficit accumulated during the development stage		(197,358	)		(120,359	)
Accumulated Deficit		(261,045	)		(218,958	)
Total Stockholders' Deficiency		(91133,~~722~~994	)		(43102,~~981~~820	)
Total Liabilities and Stockholders' Deficiency	$	-		$	-

See accompanying notes to condensed unaudited financial statements

USA InvestCo Holdings, Inc.

(f/k/a Lambent Solutions Corp.)

(A Development Stage Company)

Condensed Statements of Operations

(Unaudited)

	For the Three Months Ended						~~For the Nine Months Ended~~						~~For the period from January 20, 2011 (Inception) to~~
	November 30, 2013			November 30, 2012			November 30, 2013			November 30, 2012			November 30, 2013
	May 31, 2014			May 31, 2013
Operating Expenses
Professional fees	$	626,~~955~~998		$	1619,~~010~~623		$	~~36,090~~		$	~~41,510~~		$	~~96,183~~
General and administrative		1213,~~526~~476			139,~~336~~766			~~39,551~~			~~29,167~~			~~99,745~~
Total Operating Expenses		1940,~~481~~474			29,~~346~~389			~~75,641~~			~~70,677~~			~~195,928~~
Loss from Operations		(1940,~~481~~474	)		(29,~~346~~389	)		~~(75,641~~	)		~~(70,677~~	)		~~(195,928~~	)
Other Expense
Interest expense		(~~760~~1,613	)		-(213	)		~~(1,358~~	)		-			~~(1,430~~	)
Total Other Expense		(760	)		-			(1,358	)		-			(1,430	)
Total other expense		(1,613	)		(213	)
LOSS FROM OPERATIONS BEFORE INCOME TAXES		(2042,~~241~~087	)		(29,~~346~~602	)		~~(76,999~~	)		~~(70,677~~	)		~~(197,358~~	)
Provision for Income Taxes		-			-			-			-			-
NET LOSS	$	(2042,~~241~~087	)	$	(29,~~346~~602	)	$	~~(76,999~~	)	$	~~(70,677~~	)	$	~~(197,358~~	)
Net Loss Per Share - Basic and Diluted	$	(0.0001	)	$	(0.01	)	$	~~(0.01~~	)	$	~~(0.01~~	)
Weighted average number of shares outstanding during the period - Basic and Diluted		5,540,000			5,540,000			~~5,540,000~~			~~5,540,000~~

See accompanying notes to condensed unaudited financial statements

USA InvestCo Holdings, Inc.

(f/k/a Lambent Solutions Corp.)

(A Development Stage Company)

Condensed Statement of Changes in Stockholders' Deficiency

For the ~~period~~three ~~from~~months ~~January~~ended ~~20,~~May ~~2011 (Inception) to November 30~~31, ~~2013~~2014

(Unaudited)

							Deficit
	Common stock				Additional paid-in		Accumulated			Total Stockholders'
	Common stock				Additional		accumulated during the			Total
	Shares		Amount		capital		Deficit			Deficiency
					paid-in		development			Stockholders'
Balance, February 28, 2014		5,540,000	$	5,540	$	110,598	$	(218,958	)	$	(102,820	)
	Shares		Amount		capital		stage			Deficiency
In kind contribution of services		-		-		7,800		-			7,800
Balance January 20, 2011		-	$	-	$	-	$	-		$	-
In kind contribution of interest		-		-		1,613		-			1,613
Common stock issued for services to founders ($0.001 per share)		4,500,000		4,500		-		-			4,500
In kind contribution of rent		-		-		1,500		-			1,500
Net loss for the period January 20, 2011 (Inception) to February 28, 2011		-		-		-		(693	)		(693	)
Net loss for the three months ended May 31, 2014		-		-		-		(42,087	)		(42,087	)
Balance, February 28, 2011		4,500,000		4,500		-		(693	)		3,807
Balance, May 31, 2014		5,540,000	$	5,540	$	121,511	$	(261,045	)	$	(133,994	)
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		-		-		23,400		-			23,400
In kind contribution of interest		-		-		1,358		-			1,358
In kind contribution of rent		-		-		4,500		-			4,500
Net loss for the nine months ended November 30, 2013		-		-		-		(76,999	)		(76,999	)
Balance, November 30, 2013		5,540,000	$	5,540	$	100,096	$	(197,358	)	$	(91,722	)

See accompanying notes to condensed unaudited financial statements

USA InvestCo Holdings, Inc.

(f/k/a Lambent Solutions Corp.)

(A Development Stage Company)

Condensed Statements of Cash Flows

(Unaudited)

	For the Nine Months Ended						For the period from January 20, 2011 (Inception) to
	For the Three Months Ended
	November 30, 2013			November 30, 2012			November 30, 2013
	May 31, 2014			May 31, 2013
Cash Flows Used in Operating Activities:
Cash Flows From Operating Activities:
Net Loss	$	(7642,~~999~~087	)	$	(7029,~~677~~602	)	$	~~(197,358~~	)
Adjustments to reconcile net loss to net cash used in operations
In-kind contribution of services		237,~~400~~800			7,~~714~~800			~~40,330~~
In-kind contribution of interest and rent		53,~~858~~113			1,~~500~~713			~~6,430~~
Payment of expenses by a related party		56,654			-			90,941
Changes in operating assets and liabilities:
Changes in operating assets and liabilities:
(Decrease)/Increase in accounts payable		(8,723	)		15,903
Decrease in prepaid expenses		-			2,926			-
Net Cash Used In Operating Activities		(39,897	)		(4,186	)
Increase (decrease) in accounts payable and accrued expenses		(8,913	)		20,017			21,979
Cash Flows From Financing Activities:
Net Cash Used In Operating Activities		-			(38,520	)		(37,678	)
Proceeds from notes payable - related party		39,897			4,186
Cash Flows From Financing Activities:
Net Cash Provided by Financing Activities		39,897			4,186
Contribution of capital by principal stockholder		-			21,200			-
Net Decrease in Cash		-			-
Proceeds from note payable- Related party		-			10,236			12,378
Cash at Beginning of Period		-			-
Proceeds from issuance of common stock, net of offering costs		-			-			25,300
Cash at End of Period	$	-		$	-
Net Cash Provided by Financing Activities		-			31,436			37,678
Supplemental disclosure of cash flow information:
Net (Decrease) in Cash		-			(7,084	)		-
Cash paid for interest	$	-		$	-
Cash at Beginning of Period		-			7,084			-
Cash paid for taxes	$	-		$	-
Cash at End of Period	$	-		$	-		$	-
Supplemental disclosure of non-cash investing and financing activities:
Supplemental disclosure of cash flow information:
For the three months ended May 31, 2014 the principal stockholder paid expenses on the Company's behalf in the amount of $39,897 in exchange for notes payable (See Notes 4 and 5).
Cash paid for interest	$	-		$	-		$	-
Cash paid for taxes	$	-		$	-		$	-

Supplemental disclosure of non-cash investing and financing activities: For the nine months ended November 30, 2013. the principal stockholder paid expenses on the Company's behalf in the amount of $56,654 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 .

See accompanying notes to condensed unaudited financial statements

USA Investco Holdings, ~~inc~~Inc.

(F/K/A LAMBENT SOLUTIONS CORP.)

(ANOTES ~~DEVELOPMENT~~TO ~~STAGE~~THE ~~COMPANY)~~CONDENSED FINANCIAL STATEMENTS

~~NOTES~~AS TOOF ~~THE~~MAY ~~FINANCIAL~~31, ~~STATEMENTS~~2014

AS OF NOVEMBER 30, 2013

(UNAUDITED)

NOTE 1

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION

(A) Basis of Presentation.

USA InvestCo Holdings, Inc. (~~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.

On July 25, 2012, the Company entered into a Stock Purchase Agreement (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.

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

The Company 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.~~

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules and regulations of the Securities and Exchange Commission for interim financial information. Accordingly, they do not include all the information necessary for a comprehensive presentation of financial position and results of operations.

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 ~~statement~~ presentation. ~~The results for the interim period are not necessarily indicative of the results to be expected for the year.~~

(B) Use of Estimates

In preparing financial statements in conformity 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 period. Significant estimates include the valuation of deferred taxes assets and the valuation of in kind contribution of services, rent and interest. Actual results could differ from those estimates.

USA Investco Holdings, ~~inc~~ Inc.

(F/K/A LAMBENT SOLUTIONS CORP.)

(ANOTES TO ~~DEVELOPMENT~~THE ~~STAGE COMPANY)~~CONDENSED FINANCIAL STATEMENTS

~~NOTES~~AS OF TOMAY ~~THE~~31, ~~FINANCIAL STATEMENTS~~2014

AS OF NOVEMBER 30, 2013

(UNAUDITED)

(C) Cash and Cash Equivalents

The Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents. At ~~November~~May 3031, ~~2013 and~~2014 and February 28, ~~2013~~2014, the Company had no cash or cash equivalents.

(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 (“FASB”) Accounting Standards Codification (“ASC”) Topic 260, Earnings Per Share. As of ~~November 30~~May 31, ~~2013~~2014 and ~~February 28,~~ 2013, there were no common share equivalents outstanding.

(E) Income Taxes

The Company accounts for income taxes under FASB ASC Topic 740, Income Taxes (“ASC Topic 740”). Under ASC Topic 740, deferred tax assets and liabilities are 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.

(F) Business Segments

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

(G) Recent Accounting Pronouncements

In ~~July~~June ~~2013~~2014, ~~the~~ FASB issued Accounting Standards Update (“ASU”) ~~2013~~No. 2014-1110, ~~Income~~“Development ~~Taxes~~Stage Entities (Topic ~~740~~915): Elimination of Certain Financial Reporting Requirements, ~~which~~Including ~~clarifies~~an ~~the~~Amendment ~~presentation~~to ~~requirements~~Variable ofInterest ~~unrecognized~~Entities ~~tax~~Guidance ~~benefits~~in ~~when~~Topic a810, Consolidation”. The update ~~net~~removes ~~operating~~all ~~loss~~incremental ~~carryforward~~financial reporting requirements from GAAP for development stage entities, aincluding ~~similar~~the ~~tax~~removal ~~loss~~of Topic 915 from the FASB Accounting Standards Codification. In addition, orthe aupdate ~~tax~~adds ~~credit~~an ~~carryforward~~example ~~exists~~disclosure atin Risks and Uncertainties (Topic 275) to illustrate one way that an entity that has not begun planned principal operations could provide information about the ~~reporting~~risks ~~date~~and uncertainties related to the company’s current activities. ~~The~~Furthermore, ~~amendments~~the update removes an exception provided into ~~this~~development ~~ASU~~stage ~~are~~entities ~~effective~~in Consolidations (Topic 810) for ~~fiscal~~determining ~~years~~whether an entity is a variable interest entity-which may change the consolidation analysis, consolidation decision, and ~~interim~~disclosure ~~periods~~requirements ~~within~~for ~~those~~a ~~years,~~company that has an interest in a company in the development stage. The update is effective for the annual reporting periods beginning after December 15, ~~2013 and should~~2014, beincluding ~~applied~~interim ~~prospectively~~periods therein. ~~The~~Early ~~adoption~~application ofwith ~~this~~the ~~ASU~~first isannual ~~not~~reporting ~~expected~~period toor interim period for which the entity’s financial statements have anot ~~material~~yet ~~effect~~been onissued ~~our~~(Public ~~consolidated~~business ~~statements~~entities) ofor made available for issuance (other entities). The Company ~~financial~~adopted ~~condition,~~this ~~results~~pronouncement offor ~~operations,~~the orthree ~~cash~~months ~~flows~~ended May 31, 2014.

USA Investco Holdings, ~~inc~~Inc.

(F/K/A LAMBENT SOLUTIONS CORP.)

(ANOTES ~~DEVELOPMENT~~TO ~~STAGE COMPANY)~~THE CONDENSED FINANCIAL STATEMENTS

~~NOTES~~AS TOOF ~~THE~~MAY ~~FINANCIAL~~31, ~~STATEMENTS~~2014

AS OF NOVEMBER 30, 2013

(UNAUDITED)

In ~~February~~June ~~2013~~2014, FASB issued ~~Accounting~~ Accounting Standards Update ~~2013~~(“ASU”) No. 2014-0412, ~~Liabilities~~“Compensation – Stock Compensation ( Topic ~~405~~718 ):; ~~Obligations~~Accounting ~~Resulting~~for Share-Based ~~from~~Payments ~~Joint~~When ~~and~~the ~~Several~~Terms ~~Liability~~of ~~Arrangements for~~an ~~Which~~Award Provide That a Performance Target Could Be Achieved after the ~~Total~~Requisite ~~Amount~~Service Period”. The amendments in this ASU apply to all reporting entities that grant their employees share-based payments in which the terms of the ~~Obligation~~award Isprovide ~~Fixed~~that ata performance target that affects vesting could be achieved after the ~~Reporting~~requisite ~~Date~~service (period. The amendments require that a ~~consensus~~performance oftarget that affects vesting and that could be achieved after the ~~FASB~~requisite ~~Emerging~~service ~~Issues~~period be ~~Task~~treated ~~Force)~~as a performance condition. ~~This~~ A reporting entity should apply existing guidance ~~requires~~in anTopic ~~entity~~718 toas ~~measure~~it ~~obligations~~relates ~~resulting~~to ~~from~~awards ~~joint~~with performance ~~and~~conditions ~~several~~that ~~liability~~affect ~~arrangements~~vesting to account for ~~which~~such awards. For all entities, the ~~total~~amendments in this ASU are effective ~~amount~~for ofannual ~~the~~periods ~~obligation~~and interim periods within ~~the~~those ~~scope~~annual ofperiods ~~this~~beginning ~~guidance~~after December 15, 2015. Earlier adoption is ~~fixed~~permitted. Entities atmay apply the ~~reporting~~amendments ~~date.~~in ~~This~~this ~~stipulates~~ASU ~~that~~either (1a) itprospectively ~~will~~to ~~include~~all awards granted or modified after the effective date or (b) retrospectively to all awards with performance targets that are outstanding as of the ~~amount~~beginning of the ~~entity~~earliest ~~agreed~~annual period presented in the financial statements and to ~~pay~~all ~~for~~new or modified awards thereafter. If retrospective transition is adopted, the cumulative ~~arrangement~~effect ~~between~~of ~~them~~applying ~~and~~this Update as of the ~~other~~beginning ~~entities~~of ~~that~~the ~~are~~earliest ~~also~~annual ~~obligated~~period topresented in the ~~liability~~financial statements ~~and~~should ~~(2)~~be ~~any~~recognized ~~additional~~as ~~amount~~an adjustment to the opening retained earnings balance at that date. Additionally, if retrospective transition is adopted, an entity ~~expects~~may use hindsight in measuring and recognizing the compensation cost. This updated guidance is not expected to ~~pay~~have a material impact on ~~behalf~~our results of ~~the~~operations, ~~other~~cash ~~entities~~flows or financial condition. We ~~The~~are ~~objective~~currently reviewing the provisions of this ~~update~~ASU is to ~~provide guidance~~determine ~~for~~if ~~the~~there ~~recognition,~~will ~~measurement,~~be ~~and~~any ~~disclosure~~impact ofon ~~obligations~~our ~~resulting~~results ~~from~~of ~~joint~~operations, ~~and~~cash ~~several~~flows ~~liability~~or ~~arrangements~~financial condition.

~~The~~In August 2014, the FASB issued Accounting Standards Update “ASU” 2014-15 on “Presentation of Financial Statements Going Concern (Subtopic 205-40) – Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern”. Currently, there is no guidance in U.S. GAAP about management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern or to provide related footnote disclosures. The amendments in this ~~update~~Update provide that guidance. In doing so, the amendments are intended to reduce diversity in the timing and content of footnote disclosures. The amendments require management to assess an entity’s ability to continue as a going concern by incorporating and expanding upon certain principles that are ~~effective~~currently ~~for~~in ~~fiscal~~U.S. ~~periods~~auditing standards. Specifically, the amendments (~~and~~1) ~~interim~~provide ~~reporting~~a ~~periods~~definition ~~within~~of ~~those~~the ~~years~~term substantial doubt, (2) ~~beginning~~require ~~after~~an ~~December~~evaluation 15every reporting period including interim periods, ~~2013.~~(3) ~~This~~provide ~~standard~~principles for considering the mitigating effect of management’s plans, (4) require certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans, (5) require an express statement and other disclosures when substantial doubt is not ~~expected~~alleviated, toand ~~have~~(6) require an assessment for a ~~material~~period ~~impact~~of onone year after the ~~Company’s~~date ~~reported~~that ~~results~~the financial statements are issued (or available to be issued). We are currently reviewing the provisions of this ASU to determine if there will be any impact on our result of operations, cash flow or financial ~~position~~conditions.

NOTE 2 GOING CONCERN

As reflected in the accompanying unaudited condensed financial statements, the Company is in the development stage with minimal operations, used cash since inception of $37,678 and has a net loss since inception of $197,358. There is also a working capital and stockholders’ deficiency of $91,722. 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.

NOTE 3 STOCKHOLDERS’ EQUITY

(A) In-Kind Contribution

For the nine months ended November 30, 2013, the CEO who is also a majority stockholder of the Company contributed services having a fair value of $23,400 (See Note 5).

USA Investco Holdings, ~~inc~~Inc.

(F/K/A LAMBENT SOLUTIONS CORP.)

(ANOTES ~~DEVELOPMENT~~TO ~~STAGE COMPANY)~~THE CONDENSED FINANCIAL STATEMENTS

~~NOTES~~AS TOOF ~~THE~~MAY ~~FINANCIAL~~31, ~~STATEMENTS~~2014

AS OF NOVEMBER 30, 2013

(UNAUDITED)

~~For~~All ~~the~~other ~~year~~newly ~~ended~~issued ~~February 28,~~accounting ~~2013,~~pronouncements ~~the~~but ~~CEO~~not ~~who~~yet iseffective ~~also~~have abeen ~~majority~~deemed ~~stockholder~~either ofimmaterial ~~the~~or ~~Company~~not ~~contributed services having a fair value of $16,928 (See Note 5)~~applicable.

~~For~~NOTE ~~the~~2 ~~year~~GOING ~~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 4 & 5).~~CONCERN

~~For~~As reflected in the ~~year~~accompanying unaudited ~~ended~~condensed ~~February~~financial 28statements, ~~2013,~~ the Company ~~recorded~~has anminimal operations, used cash in~~-kind~~ ~~contribution~~operations of ~~rent~~$39,897 ~~having~~and has a ~~fair~~net loss ~~value~~ of $~~500~~42,087 ~~per~~for ~~month~~the ~~for~~three ~~facilities~~months ended May 31, 2014. There is also a working capital and ~~related~~stockholders’ ~~overhead~~deficiency of ~~provided~~$133,994. byThis raises substantial doubt about its ability to continue as a ~~company~~going ~~controlled~~concern. byThe ability of the ~~CEO~~Company ~~(See~~to ~~Note~~continue as 5)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.

~~For~~Management believes ~~the~~that ~~year~~actions ~~ended~~presently ~~February~~being ~~28, 2013,~~taken ato ~~company~~obtain ~~controlled~~additional byfunding ~~the~~and ~~CEO~~implement ~~paid~~its ~~operating~~strategic ~~expenses~~plans onprovide ~~behalf~~the ofopportunity for the Company ~~totaling~~to ~~$21,200,~~continue ~~which was forgiven and recorded~~ as ana ~~in-kind~~going ~~contribution of capital (See Note 5)~~concern.

InNOTE ~~connection~~3 ~~with~~STOCKHOLDERS’ ~~the change in control in July 2012, the former CEO forgave a note payable in the amount of $12,378 (See Notes 4 & 5).~~EQUITY

(BA) ~~Stock~~In-Kind ~~Issued for Cash~~Contribution

OnFor ~~February~~the 22three months ended May 31, ~~2011~~2014, the ~~Company issued~~CEO ~~4,500,000~~who ~~shares~~is ofalso ~~common~~a ~~stock~~majority tostockholder ~~its~~of ~~sole~~the ~~director~~Company contributed services having a fair value of $47,~~500~~800 (~~$0.001/share) in exchange for cash (~~See Note 5).

For the ~~year~~three months ended ~~February~~May 31, 292014, ~~2012~~ ~~the~~a ~~Company~~total ~~sold~~of $1,~~040,000~~613 ~~common~~in ~~shares~~imputed atinterest ~~$0.02~~relating ~~per~~to ~~share~~the notes payable due to ~~various~~the ~~investors~~CEO, ~~for~~was ~~gross~~recorded ~~proceeds~~as ofan ~~$20,800~~in-kind contribution (See Notes 4 & 5).

~~The~~For ~~authorized~~the ~~capital~~three ofmonths ~~the~~ended May 31, 2014, the Company isrecorded ~~75,000,000~~an ~~common~~in-kind ~~shares~~contribution ~~with~~of rent having a ~~par~~fair value of $~~0.001~~1,500 ~~per~~for ~~share~~facilities and related overhead provided by a company controlled by the CEO (See Note 5).

~~(C)~~NOTE ~~Amendment~~4 toNOTES ~~Articles of~~PAYABLE ~~Incorporation~~– RELATED PARTY

OnDuring ~~September~~the 5three months ended May 31, ~~2012~~2014, a company controlled by the CEO paid operating expenses on behalf of the Company totaling $39,897 in exchange for ~~amended~~notes ~~its~~payable. ~~Articles~~Pursuant to the terms of ~~Incorporation~~the tonotes, ~~change~~the ~~its~~notes ~~name~~are tonon-interest ~~USA~~bearing, ~~InvestCo~~unsecured ~~Holdings~~and due on demand. The Company recorded a total of $1,613 ~~Inc~~in imputed interest as in-kind contributions for the three months ended May 31, 2014 (See Notes 3(A) & 5).

NOTE 4 NOTE PAYABLE – RELATED PARTY

During the nine months ended November 30, 2013, a company controlled by the CEO paid operating expenses on behalf of the Company totaling $56,654 in exchange for a note payable. Pursuant to the terms of the note, the loan is non-interest bearing, unsecured and due on demand. The Company recorded a total of $1,358 in imputed interest as an in-kind contribution during the nine months ended November 30, 2013 (See Notes 3(A) & 5).

USA Investco Holdings, ~~inc~~Inc.

(F/K/A LAMBENT SOLUTIONS CORP.)

(ANOTES ~~DEVELOPMENT~~TO ~~STAGE COMPANY)~~THE CONDENSED FINANCIAL STATEMENTS

~~NOTES~~AS TOOF ~~THE~~MAY ~~FINANCIAL~~31, ~~STATEMENTS~~2014

AS OF NOVEMBER 30, 2013

(UNAUDITED)

During the year ended February 28, ~~2013~~2014, a company controlled by the CEO paid operating expenses on behalf of the Company totaling $1380,~~090~~666 in exchange for ~~two~~ notes payable. Pursuant to the terms of the notes, the ~~loans~~notes are non-interest bearing, unsecured and due on demand. ~~The Company recorded a total of $72 in imputed interest as an in-kind contribution during the year (See Notes 3(A) & 5)~~.

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) & 5).

NOTE 5

RELATED PARTY TRANSACTIONS

During the ~~nine~~three months ended ~~November~~ 30May 31, ~~2013~~2014, a company controlled by the CEO paid operating expenses on behalf of the Company totaling $5639,~~654~~897 in exchange for ~~a note~~ notes payable. Pursuant to the terms of the ~~note~~notes, the ~~loan~~notes isare non-interest bearing, unsecured and due on demand. The Company ~~recorded~~ recorded a total of $1,~~358~~613 in imputed interest as an in-kind ~~contribution~~contributions ~~during~~for the ~~nine~~three months ended ~~November~~of 30May 31, ~~2013~~2014 (See Notes 3(A) & 4).

AsFor ~~of February 29, 2012,~~ the ~~Company was~~three ~~indebted~~months ~~to the former controlling stockholder of the Company for the amount of $4,156. During the year~~ ended ~~February 28,~~May ~~2013~~31, ~~the Company received an additional $8~~2014,~~222~~ ~~from~~ the ~~former~~CEO ~~controlling~~who ~~stockholder.~~is ~~Pursuant~~also toa ~~the~~majority ~~terms~~stockholder of the ~~loan,~~Company ~~the loan~~contributed ~~was~~services ~~non-interest~~having ~~bearing,~~a ~~unsecured~~fair ~~and~~value ~~was due on demand. In connection with the change in control in July 2012, the former CEO forgave the full amount due~~ of $127,~~378~~800 (See ~~Notes~~ Note 3(A) ~~& 4~~).

For the ~~nine~~three months ended ~~November~~May 3031, ~~2013~~2014, the ~~CEO~~Company ~~who~~recorded isan ~~also~~in-kind acontribution ~~majority stockholder~~ of ~~the~~rent ~~Company contributed services~~ having a fair value of $231,~~400~~500 for facilities and related overhead provided by a company controlled by the CEO (See Note 3(A)).

For 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 3(A)).

USA Investco Holdings, inc.

(F/K/A LAMBENT SOLUTIONS CORP.)

(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

AS OF NOVEMBER 30, 2013

(UNAUDITED)

For the nine months ended November 30, 2013, a total of $1,358 in imputed interest relating to the notes payable due to the CEO, was recorded as an in-kind contribution (See Notes 3(A) & 4).

For 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).

For the year ended February 28, 2013, the 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 3(A)).

For the year ended February 28, 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 3(A)).

In connection with the change in control in July 2012, the former CEO forgave a note payable in the amount of $12,378 (See Notes 3(A) & 4).

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) in exchange for cash (See Note 3 (B)).

NOTE 6 SUBSEQUENT EVENT

Subsequent to November 30, 2013 the CEO paid $4,099 in expenses on the Company’s behalf in exchange for a note payable. Pursuant to the terms of the note, the loans are non-interest bearing, unsecured and due on demand.

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

We were incorporated in the State of 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.

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

The Name Change 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.

The Company has not entered 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.

Results of Operations

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.

1110

~~Nine~~Three Month Period Ended ~~November~~May 3031, ~~2013~~ 2014 Compared to the ~~Nine~~ Three Month Period Ended ~~November~~May 3031, ~~2012~~2013

Our net loss for the ~~nine~~three month period ended ~~November~~May 3031, ~~2013~~2014 was $7642,~~999~~087 compared to a net loss of $7029,~~677~~602 for the ~~nine~~three month period ended ~~November~~May 3031, ~~2012~~2013. During the ~~nine~~ three month period ended ~~November~~May 3031, 2014 and 2013, we did not generate any ~~revenue~~revenues.

During the ~~nine~~three month period ended ~~November~~May 3031, ~~2013~~2014, we incurred general and administrative expenses of $3913,~~551~~476 compared to $299,~~167~~766 incurred during the ~~nine~~three month period ended ~~November~~May 3031, ~~2012~~2013. General and administrative expenses incurred during the ~~nine~~three month period ended ~~November~~May 3031, ~~2013~~2014 were ~~generally~~ generally related to corporate overhead ~~and professional fees to maintain SEC reporting compliance~~.

During the ~~nine~~three month period ended ~~November~~May 3031, ~~2013~~2014, we incurred professional fees of $3626,~~090~~998, as opposed to $4119,~~510~~623 during the ~~nine~~three month period ended ~~November~~May 3031, ~~2012~~2013. The increase ~~decrease~~ in the professional fees in the ~~nine~~three month period ended ~~November~~May 3031, ~~2013~~2014 as opposed to the ~~nine~~three month period ended ~~November~~ 30May 31, 2013 ~~2012~~was ~~can~~attributable ~~be attributed~~ to the ~~decrease~~increase in legal fees attributable to the SEC compliance.

The weighted average number of shares outstanding was 5,540,000 for the ~~nine~~three month period ended ~~November~~May 3031, 2014 and 2013.

Liquidity and Capital Resources

As of ~~November~~May 3031, ~~2013~~2014, our current assets were $0. As of ~~November~~May 3031, ~~2013~~2014, our current liabilities were $91133,~~722~~994. Current liabilities were comprised of $~~21,979~~341 in accounts ~~payable~~ payable and $69133,~~743~~653 in ~~related party~~ notes payable from related party at ~~November~~May 3031, ~~2013~~2014.

Cash Flows from Operating Activities

We have not generated positive cash flows from operating activities. For the ~~nine~~three month period ended ~~November~~May 3031, ~~2013~~2014, net cash flows ~~from~~used in operating activities were $~~0 because the Company has no cash and expenses are paid directly by a related party~~39,897. Net cash flows used in operating activities ~~was~~ were $384,~~520~~186 for the ~~nine~~three month period ended ~~November~~May 3031, ~~2012~~2013.

Cash Flows from Financing Activities

We have financed our operations primarily from either advances or the issuance of equity and debt instruments. For the ~~nine~~three month period ended ~~November~~May 3031, ~~2013~~2014 net cash ~~provided~~ provided by financing activities was $039,897. For the ~~nine~~three month period ended ~~November~~May ~~30, 2012 net cash provided by financing activities was $~~31,~~436.~~ ~~For the period from inception (January 20, 2011) to November 30,~~ 2013, net cash provided by financing activities was $374,~~678~~186.

Plan of Operation and Funding

The Company does not maintain a cash account, and therefore does not have any cash to meet our obligations for the next twelve month period. As a result, we will need to seek additional funding in the near future. We currently do not have a specific plan of how we will obtain such funding; however, we anticipate that additional funding will be in the form of equity financing from the sale of shares of our common stock. We may also seek to obtain short-term loans from our directors or unrelated parties, although no such arrangements have been made. We do not have any arrangements in place for any future equity financing.

1211

Off-Balance Sheet Arrangements

As of the date of this Quarterly Report, we 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, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

Going Concern

The Company ~~is in the development stage with limited operations, and~~ has not earned any revenues and has had a net loss ~~since~~for ~~inception~~the ~~(January~~three ~~20,~~month ~~2011)~~period toended ~~November 30~~May 31, ~~2013~~2014 of $~~197~~42,~~358~~087. The Company has a stockholders’ deficiency of $91133,~~722~~994 at ~~November~~May 3031, ~~2013~~2014. The Company had no assets at ~~November~~May 3031, ~~2013~~2014.

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 their audit report for the year ended February 28, ~~2013~~2014. 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.

The 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.

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

We are a smaller reporting company and therefore not required to provide this information.

Item 4.

Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, including our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Securities Exchange Act of 1934, as amended (the ‟Exchange Act”)) as of the end of the period covered by this 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.

Based on the evaluation as of ~~November~~May 3031, ~~2013~~2014, for the 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.

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 ~~November 30~~May 31, ~~2013~~2014, the Company determined that there were control deficiencies that constituted the following material weaknesses:

The Company does not 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.

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.

The Company does 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.

Changes in Internal Control over Financial Reporting

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.

1312

PART II. OTHER INFORMATION

Item 1.

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 material adverse effect on our business, financial condition or operating results.

Item 1A.

Risk Factors.

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3.

Defaults Upon Senior Securities.

None.

Item 4.

Mine Safety Disclosures

Not 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.
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.INS		XBRL Instance Document
101.SCH**		XBRL Taxonomy Extension Schema Document
101.SCH		XBRL Taxonomy Extension Schema Document
101.CAL**		XBRL Taxonomy Extension Calculation Linkbase Document.
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF**		XBRL Taxonomy Extension Definition Linkbase Document.
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB**		XBRL Taxonomy Extension Label Linkbase Document.
101.LAB		XBRL Taxonomy Extension Label Linkbase Document.
101.PRE**		XBRL Taxonomy Extension Presentation 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.13

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: January 13, 2014	By:	/s/ Charles Schoninger
Date: December 29, 2014	By:	/s/ Charles Schoninger
		Charles Schoninger, President
		Chief Executive Officer (Duly Authorized, Principal Executive Officer and Principal Financial Officer) and Director

1514

Filing Compare · USA InvestCo Holdings, Inc.