**EXHIBIT31.1**

**CERTIFICATIONPURSUANT TO****SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002**

I, Stephen A. Kaplan, a Manager of OCM HoldCo, LLC(the “*Company*”) and performing certainservices for the Company commonly performed by the principal executive officer,certify that:

1.             Ihave reviewed this annual report on Form 10-KSB for the year endedDecember 31, 2006 of the Company;

2.             Basedon my knowledge, this annual report does not contain any untrue statement of amaterial fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, notmisleading with respect to the period covered by this report;

3.             Basedon my knowledge, the financial statements, and other financial information includedin this report, fairly present in all material respects the financialcondition, results of operations and cash flows of the small business issuer asof, and for, the periods presented in this report;

4.             The small business issuer’s othercertifying officer and I are responsible for establishing and maintainingdisclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and15d-15(e)) for the small business issuer and we have:

a)             Designedsuch disclosure controls and procedures, or caused such disclosure controls andprocedures to be designed under our supervision, to ensure that materialinformation relating to the small business issuer, including its consolidatedsubsidiaries, is made known to us by others within those entities, particularlyduring the period in which this report is being prepared;

b)            Evaluatedthe effectiveness of the small business issuer’s disclosure controls andprocedures and presented in this report our conclusions about the effectivenessof the disclosure controls and procedures, as of the end of the period coveredby this report based on such evaluation; and

c)             Disclosedin this report any change in the small business issuer’s internal control overfinancial reporting that occurred during the small business issuer’s mostrecent fiscal quarter that has materially affected, or is reasonably likely tomaterially affect, the small business issuer’s internal control over financialreporting; and

5.             Thesmall business issuer’s other certifying officer and I have disclosed, based onour most recent evaluation of internal control over financial reporting, to thesmall business issuer’s auditors and the audit committee of small businessissuer’s board of directors (or persons fulfilling equivalent functions):

a)             Allsignificant deficiencies in the design or operation of internal control overfinancial reporting which are reasonably likely to adversely affect the smallbusiness issuer’s ability to record, process, summarize and report financialinformation; and

b)            Any fraud, whether or not material, that involvesmanagement or other employees who have a significant role in the small businessissuer’s internal control over financial reporting.
| Date: March 29, 2007 | /s/ *Stephen A. Kaplan* |   |
|----------------------|-------------------------|--------|
|                 | * *                |   |
|                 | Stephen A. Kaplan       |   |
|                 | Manager                 |   |

 

 

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