**EXHIBIT31.1**

 

**CERTIFICATIONPURSUANT TOSECTION 302 OF THE SARBANES-OXLEY ACT OF 2002**

 

I, Stephen A. Kaplan, aManager of OCM HoldCo, LLC (the “*Company*”)and performing certain services for the Company commonly performed by theprincipal executive officer, certify that:

 

1.             I have reviewed this annual report on Form 10-KSBfor the year ended December 31, 2007 of the Company;

 

2.             Based on my knowledge, this annual report does notcontain any untrue statement of a material fact or omit to state a material factnecessary to make the statements made, in light of the circumstances underwhich such statements were made, not misleading with respect to the periodcovered by this report;

 

3.             Based on my knowledge, the financial statements, andother financial information included in this report, fairly present in allmaterial respects the financial condition, results of operations and cash flowsof the small business issuer as of, and for, the periods presented in thisreport;

 

4.             The small business issuer’s other certifying officer andI are responsible for establishing and maintaining disclosure controls andprocedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))for the small business issuer and we have:

 

a)             Designed suchdisclosure 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)            Designed suchinternal control over financial reporting, or caused such internal control overfinancial reporting to be designed under our supervision, to provide reasonableassurance regarding the reliability of financial reporting and the preparationof financial statements for external purposes in accordance with generallyaccepted accounting principles;

 

c)             Evaluated theeffectiveness of the small business issuer’s disclosure controls and proceduresand presented in this report our conclusions about the effectiveness of thedisclosure controls and procedures, as of the end of the period covered by thisreport based on such evaluation; and

 

d)            Disclosed in thisreport 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.             The small business issuer’s other certifying officer andI have disclosed, based on our most recent evaluation of internal control overfinancial reporting, to the small business issuer’s auditors and the auditcommittee of small business issuer’s board of directors (or persons fulfillingequivalent functions):

 

a)             All significantdeficiencies in the design or operation of internal control over financialreporting which are reasonably likely to adversely affect the small businessissuer’s ability to record, process, summarize and report financialinformation; and

 

b)            Any fraud, whetheror not material, that involves management or other employees who have asignificant role in the small business issuer’s internal control over financialreporting.

 
| Date: March 31,  2008 |   | /s/*Stephen A. Kaplan* |
|----------------------------|--------|------------------------|
|                       |   | Stephen A. Kaplan      |
|                       |   | Manager                |

 

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