**Exhibit 31.1**

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**CERTIFICATION**

**OF CHIEF EXECUTIVE OFFICER AND**

**CHIEF FINANCIAL OFFICER**

**PURSUANT TO 18 U.S.C. SECTION 1350,**

**AS ADOPTED PURSUANT TO SECTION 302 OF**

**THE SARBANES-OXLEY ACT OF 2002**

** **

I, Charles Schoninger,certify that:

 

1. I have reviewed this Quarterly Reporton Form 10-Q of USA InvestCo Holdings, Inc. (the “registrant”):

 

2. Based on my knowledge, this report doesnot contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, inlight of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financialstatements, and other financial information included in this report, fairly present in all material respects the financial condition,results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4. I am responsible for establishing andmaintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controlover financial reporting (as defined in Exchange Act Rules 13-a13a-15(f) and 15d-15(f)) for theregistrant and have:

 

a)          Designedsuch disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision,to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us byothers within those entities, particularly during the period in which this report is being prepared;

 

b)          Designedsuch internal control over financial reporting, or caused such internal control over financial reporting to be designed under oursupervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financialstatements for external purposes in accordance with generally accepted accounting principles;

 

c)          Evaluatedthe effectiveness of the registrant’s disclosure controls and procedures; and presented in this report our conclusions aboutthe effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation;and

 

d)          Disclosedin this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’smost recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected,or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. The registrant’s other certifyingofficer(s) and I have disclosed, based on our most recent evaluation of internal control overfinancial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (orpersons performing the equivalent functions):

 

a)          Allsignificant deficiencies and material weaknesses in the design or operation of internal control over financial reporting whichare reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information;and

 

b)          Anyfraud, whether or not material, that involves management or other employees who have a significant role in the registrant’sinternal control over financial reporting.