UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, D.C. 20549

FORM 10-K

~~[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15~~(d)Mark ~~OF THE SECURITIES EXCHANGE ACT OF 1934~~One)

~~For~~x ANNUAL ~~the~~REPORT ~~fiscal~~PURSUANT ~~year~~TO ~~ended~~SECTION ~~February~~13 ~~29,~~OR ~~2012~~15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

[For ]the ~~TRANSITION~~fiscal ~~REPORT~~year ~~PURSUANT~~ended TOFebruary ~~SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~28, 2013

~~For the transition period from ___________ to ___________~~or

~~Commission~~¨ TRANSITION ~~file~~REPORT ~~number~~PURSUANT ~~333-172842~~TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

~~LAMBENT~~For ~~SOLUTIONS~~the ~~CORP.~~transition period from ______________ to ______________

~~(Exact~~Commission ~~name~~file ofnumber: ~~registrant as specified in its charter)~~333-172842

~~Nevada~~USA ~~(State~~InvestCo orHoldings, ~~Other Jurisdiction of Incorporation or Organization) 7310 Primary Standard Industrial Classification Code Number 33-1219888 IRS Employer Identification Number~~Inc.

~~400~~( ~~ST-MARTIN~~Exact ~~WEST~~name ~~BLVD.,~~of ~~SUITE~~registrant ~~350~~as specified in its charter )

LAVAL, QC CANADA H7M 3Y8

Nevada

33-1219888

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer Identification No.)

~~Tel~~720 North 3rd St., ~~(514)~~Suite ~~296-3775~~301

~~Fax.~~Wilmington, ~~1-866-867-8020~~NC 28401

(Address ~~and telephone number~~ of principal executive offices) (Zip Code)

~~____________________________~~Registrant’s telephone number, including area code : (910) 251-6160

Securities registered ~~pursuant~~under to Section 12(b) of the Act: ~~None~~

~~Securities registered pursuant to Section 12~~(g)Title of ~~the Act: None~~class)

1None

~~Indicate~~Securities byregistered ~~check~~under ~~mark~~Section ~~whether the registrant is a well-known seasoned issuer, as defined in Rule 405~~ 12(g) of the ~~Securities~~ Act~~. Yes [ ] No [X]~~:

~~Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15~~(d)Title of ~~the Act. Yes [ ] No [X]~~class)

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 shorter period that the registrant as required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]None

Indicate by check mark if ~~disclosure~~the ofregistrant ~~delinquent~~is ~~filers~~a ~~pursuant to Item 405 of Regulation S~~well-~~K is~~known ~~not~~seasoned ~~contained herein~~issuer, ~~and~~as ~~will~~defined ~~not~~in beRule ~~contained,~~405 to the ~~best~~Securities ~~of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K~~Act. Yes ~~[ ]~~ ¨ No ~~[X]~~ þ

Indicate by check mark ~~whether~~if the registrant is anot ~~large~~required ~~accelerated~~to ~~filer,~~file anreports ~~accelerated~~pursuant ~~filer,~~to orSection a13 ~~non-accelerated~~or ~~filer.~~Section ~~See~~15(d) ~~definition~~ of ~~"accelerated filer and large accelerated filer" in Rule 12b-2 of~~ the ~~Exchange~~ Act. ~~(Check one):~~ Yes ¨ No þ

~~Large~~Indicate by ~~accelerated~~check ~~filer~~mark [whether ~~] Accelerated~~the ~~filer~~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¨ No þ

~~Non~~Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-~~accelerated~~T ~~filer~~(§232.405 [of ~~] Smaller~~this ~~reporting~~chapter) ~~company~~during ~~[X]~~the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No ¨

Indicate by check mark ~~whether~~if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s isknowledge, ain ~~shell~~definitive ~~company~~proxy ~~(as~~or ~~defined~~information statements incorporated by reference in ~~Rule~~Part ~~12b-2~~III of ~~the~~this ~~Act)~~Form ~~Yes~~10-K [or ]any Noamendment [to X]this Form 10-K. Yes¨ No þ

AsIndicate ofby ~~May~~check 4,mark ~~2012,~~whether the registrant is ~~had~~a ~~5,540,000~~large ~~shares~~accelerated offiler, ~~common~~an ~~stock~~accelerated ~~issued~~filer, ~~and~~a ~~outstanding.~~non-accelerated Nofiler, ~~market~~or ~~value~~a ~~has~~smaller ~~been~~reporting ~~computed~~company. ~~based~~See ~~upon~~ the ~~fact~~definitions of ~~that~~“large noaccelerated ~~active~~filer,” ~~trading~~“accelerated ~~market~~filer” ~~has~~and ~~been~~“smaller ~~established~~reporting ascompany” in Rule 12b-2 of ~~May~~the 4,Exchange ~~2012~~Act.

2Large accelerated filer. ¨ Accelerated filer. ¨ Non-accelerated filer. ¨ Smaller reporting company. þ (Do not check if a smaller reporting company)

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

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter, August 31, 2012: $0

Number of the issuer’s common stock outstanding as of June 13, 2013: 5,540,000

Documents incorporated by reference: None.

TABLE OF CONTENTS

	PART 1
		Page
ITEM 1	Description of Business	4
Part I
ITEM 1A	Risk Factors	4
Item 1	Business	3
ITEM 2	Description of Property	4
Item 1A	Risk Factors	4
ITEM 3	Legal Proceedings	4
Item 1B	Unresolved Staff Comments	4
ITEM 4	Submission of Matters to a Vote of Security Holders	4
Item 2	Properties	4
	PART II
Item 3	Legal Proceedings	4
ITEM 5	Market for Common Equity and Related Stockholder Matters	5
Item 4	Mine Safety Disclosures	4
ITEM 6	Selected Financial Data	5
Part II
ITEM 7	Management's Discussion and Analysis of Financial Condition and Results of Operations	5
Item 5	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.	4
ITEM 7A	Quantitative and Qualitative Disclosures about Market Risk	5
Item 6	Selected Financial Data.	5
ITEM 8	Financial Statements and Supplementary Data	6
Item 7	Management’s Discussion and Analysis of Financial Condition and Results of Operation	5
ITEM 9	Changes In and Disagreements with Accountants on Accounting and Financial Disclosure	16
Item 7A	Quantitative and Qualitative Disclosures about Market Risk	7
ITEM 9A (T)	Controls and Procedures	16
Item 8	Financial Statements and Supplementary Data	7
	PART III
Item 9	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	8
ITEM 10	Directors, Executive Officers, Promoters and Control Persons of the Company	17
Item 9A	Controls and Procedures	9
ITEM 11	Executive Compensation	17
Item 9B	Other Information	10
ITEM 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	19
Part III
ITEM 13	Certain Relationships and Related Transactions	19
Item 10	Directors, Executive Officers and Corporate Governance.	10
ITEM 14	Principal Accountant Fees and Services	19
Item 11	Executive Compensation	11
	PART IV
Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	12
ITEM 15	Exhibits	20
Item 13	Certain Relationships and Related Transactions, and Director Independence.	13
Item 14	Principal Accounting Fees and Services	14
Part IV
Item 15	Exhibits, Financial Statement Schedules	14
Signatures		15

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K (this “Report”) contains “forward-looking statements” within the meaning of the 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. These forward-looking statements are found at various places throughout this Report and include information concerning possible or assumed future results of our operations; business strategies; future cash flows; financing plans; plans and objectives of management; any other statements regarding future operations, future cash needs, business plans and future financial results, and any other statements that are not historical facts.

From time to time, forward-looking statements also are included in our other periodic reports on Forms 10-Q and 8-K, in our press releases, in our presentations, on our website and in other materials released to the public. Any or all of the forward-looking statements included in this Report and in any other reports or public statements made by us are not guarantees of future performance and may turn out to be inaccurate. 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

Item 1. ~~Description of~~ Business

~~FORWARD-LOOKING~~We ~~STATEMENTS~~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.

~~This~~On ~~annual~~September ~~report contains forward-looking statements. These statements relate to future events or our future financial performance. These statements often can be identified by the use of terms such as "may~~5,~~" "will~~ 2012," ~~"expect," "believe," "anticipate," "estimate," "approximate" or "continue," or~~ the ~~negative~~Company ~~thereof.~~filed Wea ~~intend~~Certificate ~~that~~of ~~such~~Amendment ~~forward-looking~~to ~~statements~~its beArticles ~~subject~~of toIncorporation (the ~~safe~~“Name ~~harbors~~Change”) ~~for~~with ~~such~~the ~~statements.~~Secretary of WeState ~~wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as~~ of the ~~date~~State ~~made.~~of ~~Any~~Nevada ~~forward-looking statements represent management's best judgment as~~ to ~~what~~change ~~may~~its ~~occur~~name ~~in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially~~ from ~~historical~~“Lambent ~~results~~Solutions ~~of operations and events and those presently anticipated or projected~~Corp.” ~~We disclaim any obligation subsequently~~ to ~~revise~~“USA ~~any~~InvestCo ~~forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events~~Holdings, Inc.”

~~GENERAL~~3

WeThe ~~were~~Name ~~incorporated~~Change was ineffected ~~the State of Nevada on January 20, 2011. We intend to provide service~~ in ~~advertising~~connection ofwith ~~Real Estate listings in Canada. We offer an advertising system for Real Estate brokers and agencies. Our service includes uploading and updating~~ the ~~listings adds from our main server to receiver boxes and displays located at many different locations of our customers~~Company’s ~~choice. Locations for monitor installation will be chosen by our~~ potential ~~clients.~~business ~~They~~combination ~~have~~with toUSA ~~arrange~~InvestCo, ~~the leasing advertising space and install their monitors~~LLC. Wea ~~can~~land ~~recommend~~development company athat ~~technician~~is ~~who~~primarily ~~can~~focused ~~assist~~on ~~them~~projects ~~with~~in the ~~installation~~coastal ~~and~~regions ~~who~~of ~~will~~North ~~charge them for his service~~Carolina. ~~Our~~The ~~potential~~first ~~customers~~project ~~will~~of beUSA ~~required to execute advertising contracts with us~~InvestCo, ~~and~~LLC is wea ~~will~~waterfront ~~advice~~project ~~them~~ in ~~the~~Wilmington, ~~purchase~~NC ~~of television/monitor and a small server~~ that ~~will~~includes ~~act as~~ a ~~“receiver~~200 ~~box”,~~ship ~~that are compatible with our system. Our potential clients will be required to provide to us an HD television such as an LCD or Plasma televisions or monitor~~marina, ~~and~~a ~~any~~hotel computer (receiver box) which must support Windows XP or Windows Vista. All these equipment will belong to our customers. At our office we will have our main server, which will act as an “uploader box”. It will be connected to our office network and ~~the Internet to download client’s listings in real time from our website~~restaurant. The ~~brokers’~~second ~~listings~~project ~~will~~being becontemplated is ~~automatically~~a ~~downloaded~~cold ~~from~~storage ~~our~~food ~~main~~facility ~~server to the receiver boxes and shown on their displays located~~ at ~~their locations. The listings advertizing will include~~ the ~~contact~~Port ~~information~~ of ~~brokers~~Wilmington. ~~and~~USA ~~agencies~~InvestCo, ~~their~~LLC ~~logos,~~is ~~company~~considering ~~names and~~ other ~~information~~similar asprojects ~~requested~~in by the ~~clients~~area. ~~Advertisements will also contain photo galleries, logos, and broker’s pictures. Our customers will choose the quantity and locations for the monitors.~~

WeThe ~~have~~Company has not ~~generated~~entered into any ~~revenues~~definitive ~~and~~agreement with USA InvestCo, LLC as of the ~~only~~date ~~operation~~hereof. weUp ~~have~~until ~~engaged~~the insale isof the ~~development~~Company and the Change of aControl, ~~business~~the ~~plan~~Company offered an advertising system for real estate brokers and ~~execution~~agents. The Company has ceased operations in this area in anticipation of the ~~two~~potential ~~Real~~merger ~~Estate~~with ~~Listing~~USA ~~Advertising~~InvestCo, ~~Agreements~~LLC.

Intellectual Property

We do not own, either legally or beneficially, any patents or trademarks.

Employees

We do not currently have any employees other than our sole officer and director.

Item 1A. Risk Factors

~~Not~~We ~~applicable~~are toa smaller reporting ~~companies~~company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.

Item 21B. ~~Description~~Unresolved ofStaff ~~Property~~Comments

~~We do not own any real estate or other properties~~None.

Item 2. Properties

Our principal executive office is located at 720 North 3rd St., Suite 301, Wilmington, NC 28401, and our telephone number is (910) 251-6160.

Item 3. Legal Proceedings

WeFrom time ~~are~~to ~~not~~time, ~~currently~~we may become involved in ~~any~~various lawsuits and legal proceedings, which arise, in the ordinary course of business. However, litigation is subject to inherent uncertainties, and wean 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 ~~pending~~such legal proceedings or ~~potential~~claims ~~legal~~that ~~actions~~we believe will have a material adverse effect on our business, financial condition or operating results.

Item 4. ~~Submission~~Mine ofSafety ~~Matters to a Vote of Security Holders~~Disclosures

~~None~~Not Applicable.

4PART II

~~Item 5.~~ Market ~~for Common Equity and Related Stockholder Matters~~Information

~~Market~~Our ~~Information~~common stock has been approved for quotation on The OTC Bulletin Board under the symbol “USAV.” However, no established public market exists for our common stock. As of June 13, 2013, 5,540,000 shares of our common stock were issued and outstanding.

There is a limited public market for our common shares. Our common shares are quoted on the OTC Bulletin Board under the symbol “LMTS”. Trading in stocks quoted on the OTC Bulletin Board is often thin and is characterized by wide fluctuations in trading prices due to many factors that may be unrelated to a company’s operations or business prospects. We cannot assure you that there will be a market in the future for our common stock.4

~~OTC~~Approximate ~~Bulletin~~Number ~~Board securities are not listed or traded on the floor~~ of anEquity ~~organized~~Security national or regional stock exchange. Instead, OTC Bulletin Board securities transactions are conducted through a telephone and computer network connecting dealers in stocks. OTC Bulletin Board issuers are traditionally smaller companies that do not meet the financial and other listing requirements of a regional or national stock exchange.Holders

As of ~~February~~June 2913, ~~2012~~2013, nothere ~~shares~~were approximately 6 holders of record of our common stock. ~~have~~This ~~traded~~number does not include shares held by brokerage clearing houses, depositories or others in unregistered form.

~~Number of Holders~~Dividends

AsWe ofhave ~~February~~not ~~29,~~declared ~~2012~~or paid any cash dividends on our common stock, and we do not anticipate declaring or paying cash dividends for the 5foreseeable future. We are not subject to any legal restrictions respecting the payment of dividends,~~540,000~~ ~~issued~~except ~~and~~that ~~outstanding~~we ~~shares~~may not pay dividends if the payment would render us insolvent. Any future determination as to the payment of cash dividends on our common stock ~~were~~will ~~held~~be byat aour ~~total~~board of 27directors’ discretion ~~shareholders~~and will depend on our financial condition, operating results, capital requirements and other factors that our board of ~~record~~directors considers to be relevant.

~~Dividends~~Securities Authorized for Issuance under Equity Compensation Plans

~~No cash dividends were paid on our shares of common stock during the fiscal years ended February 29, 2012.~~ We ~~have not paid any cash dividends since our inception and~~ do not ~~foresee~~have ~~declaring~~in effect any ~~cash~~compensation plans ~~dividends~~under onwhich our ~~common~~equity ~~stock~~securities inare ~~the~~authorized ~~foreseeable~~for ~~future~~issuance.

Recent Sales of Unregistered Securities

None.

Purchase of our Equity Securities by Officers and Directors

None.

Other Stockholder Matters

None.

Item 6. Selected Financial Data

~~Not~~We ~~applicable~~are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.

Item 7. Management'’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion ~~should~~and beanalysis of ~~read~~the inresults ~~conjunction~~of ~~with~~operations ~~our~~and financial ~~statements,~~condition ~~including~~for the ~~notes~~fiscal ~~thereto,~~years ~~appearing~~ended ~~elsewhere~~February in28, ~~this~~2013 ~~annual~~and ~~report.~~February ~~The~~29, ~~following~~2012 ~~discussion~~and ~~contains~~should be ~~forward-looking~~read ~~statements~~in ~~that~~conjunction ~~reflect~~with our ~~plans~~financial statements, ~~estimates~~ and ~~beliefs. Our~~the ~~actual~~notes ~~results~~to ~~could differ materially from~~ those ~~discussed in the forward looking statements. Our audited~~ financial statements ~~are~~that ~~stated in United States Dollars and~~ are ~~prepared~~included elsewhere in this ~~accordance with United States Generally Accepted Accounting Principles~~Report.

~~Item 7A. Quantitative and Qualitative Disclosures about Market Risk~~Overview

~~Not~~We ~~applicable~~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 ~~smaller~~the ~~reporting~~Seller ~~companies~~(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 InvestCo, LLC., a land development company that is primarily focused on projects in the coastal regions of North Carolina. The first project of USA InvestCo, LLC 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 InvestCo, LLC is considering other similar projects in the area.

The Company has not entered into any definitive agreement with USA InvestCo, LLC as of the date hereof. Up until the sale of the Company and 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, LLC.

Limited Operating History

There is no historical financial information about us upon which to base an evaluation of our performance. We are an early development stage company and have not generated any revenues to date. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources.

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.

Comparison for the year ended February 28, 2013 and February 29, 2012

Our net loss for the year ended February 28, 2013 was $100,913 compared to a net loss of $18,753 for the year ended February 29, 2012. The Company has not generated any revenue since inception.

During the the year ended February 28, 2013, we incurred general and administrative expenses of $40,748 compared to $18,753 incurred during the year ended February 29, 2012. General and administrative incurred during the the year ended February 28, 2013 were generally related to corporate overhead, financial and administrative contracted services, such as legal and accounting.

During the year ended February 28, 2013, we incurred professional fees of $60,093, as opposed to no professional fees during the year ended February 29, 2012. The increase in the loss in the year ended February 28, 2013 can be largely attributed to the added professional fees expense as a result of us maintaining our status as an SEC reporting company.

The weighted average number of shares outstanding was 5,540,000 for the year ended February 28, 2013.

Capital Resources and Liquidity

As of February 28, 2013, our current assets were $0, compared to $10,010 in current assets at February 29, 2012. As of February 28, 2013, our current liabilities were $43,981, compared to $4,156 in current liabilities at February 29, 2012. Current liabilities were comprised of $30,891 in accounts payable and $13,090 in related party notes payable at February 28, 2013, and comprised of $4,156 in a related party note payable at February 29, 2012.

Cash Flows from Operating Activities

We have not generated positive cash flows from operating activities. For the year ended February 28, 2013, net cash flows used in operating activities was $15,306 consisting of a net loss of $100,913, in-kind contribution of services of $16,928, a decrease in prepaid expenses of $2,926, and an increase in accounts payable and accrued expenses of $30,891. Net cash flows used in operating activities was $21,679 for the year ended February 29, 2012, consisting of a net loss of $18,753 and an increase in prepaid expenses of $2,926.

Cash Flows from Financing Activities

We have financed our operations primarily from advances or the issuance of equity and debt instruments from related parties. For the year ended February 28, 2013 net cash provided by financing activities was $8,222, which consisted of proceeds from a related party note payable. For the year ended February 29, 2012 net cash provided by financing activities was $20,800, consisting of proceeds from the issuance of common stock. For the period from inception (January 20, 2011) to February 28, 2013, net cash provided by financing activities was $37,678.

Plan of Operation and Funding

The Company does not maintain a cash account, and is reliant on the current CEO for the payment of ongoing operating costs. Therefore, we have no cash reserves 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 CEO although no such arrangements have been made. We do not have any arrangements in place for any future equity financing.

Off-Balance Sheet Arrangements

As of the date of this 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 inception (January 20, 2011) to February 28, 2013 of $120,359. The Company has a stockholders’ deficiency of $43,981 and no assets at February 28, 2013.

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. 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.

Recent Accounting Pronouncements

There are no recent accounting pronouncements that are expected to have a material effect on the Company’s financial statements.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

We do not hold any derivative instruments and do not engage in any hedging activities.

Item 8. Financial Statements and Supplementary Data

~~INDEX TO FINANCIAL STATEMENTS~~7

USA INVESTCO HOLDINGS, INC.

(f/k/a LAMBENT SOLUTIONS CORP.)

(A DEVELOPMENT STAGE COMPANY)

~~Report of Independent Registered Public Accounting Firm~~CONTENTS

Balance Sheets as of February 29, 2012 and February 28, 2011

PAGE	F-1 - F-2	REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

PAGE	F-3	BALANCE SHEETS AS OF FEBRUARY 28, 2013 AND FEBRUARY 29, 2012

PAGE	F-4	STATEMENTS OF OPERATIONS FOR THE YEARS ENDED FEBRUARY 28, 2013 AND FEBRUARY 29, 2012 AND FOR THE PERIOD FROM JANUARY 20, 2011 (INCEPTION) TO FEBRUARY 28, 2013

PAGE	F-5	STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIENCY FOR THE PERIOD FROM JANUARY 20, 2011 (INCEPTION) TO FEBRUARY 28, 2013

PAGE	F-6	STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED FEBRUARY 28, 2013 AND FEBRUARY 29, 2012 AND FOR THE PERIOD FROM JANUARY 20, 2011 (INCEPTION) TO FEBRUARY 28, 2013

PAGES	F-7 - F-13	NOTES TO THE FINANCIAL STATEMENTS

Statements of Expenses for the year ended February 29, 2012; and the periods from inception (January 20, 2011)

to February 28, 2011 and February 29, 2012

Statement of Stockholders’ Equity from inception (January 20, 2011) to February 29, 2012

Statements of Cash Flows for the year ended February 29, 2012; and the periods from inception (January 20, 2011)

to February 28, 2011 and February 29, 2012

Notes to the Audited Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of:

USA InvestCo Holdings, Inc.

We have audited the accompanying balance sheet of USA InvestCo Holdings, Inc., a development stage company, as of February 28, 2013, and the related statements of operations, changes in stockholders' deficiency, and cash flows for the year ended February 28, 2013 and the period January 20, 2011 (date of inception) through February 28, 2013. These financial statements are the responsibility of the company's management. Our responsibility is to express an opinion on the financial statements based upon our audit. The cumulative statements of losses, changes in stockholders’ deficiency, and cash flows for the period January 20, 2011 (date of inception) to February 28, 2013 include amounts for the period from January 20, 2011 (date of inception) to February 29, 2012, which were audited by other auditors whose report has been furnished to us, and our opinion, insofar as it relates to the amounts included for the period January 20, 2011 through February 29, 2012 is based solely on the report of other auditors.

We conducted our audit in accordance with standards of the Public Company Accounting Oversight Board (United States of America). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of USA InvestCo Holdings, Inc., a development stage company, at February 28, 2013 and the results of its operations and its cash flows for the year ended February 28, 2013 and the period January 20, 2011 (date of inception) through February 28, 2013 in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has a net loss of $120,359 from inception, a negative cash flow from operations of $37,678 from inception and a working capital deficiency and stockholders’ deficiency of $43,981 as of February 28, 2013. These factors raise substantial doubt about the Company's ability to continue as a going concern and will require additional cash to fund and continue operations. Management's plans concerning these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

LIGGETT, VOGT & WEBB, P.A.

Certified Public Accountants

Boynton Beach, Florida

June 13, 2013

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors of

Lambent Solutions Corporation

(A Development Stage Company)

Laval, Quebec Canada

We have audited the accompanying balance sheets of Lambent Solutions Corporation (A Development Stage Company) (the “Company”) as of February 29, 2012 and February 28, 2011, and the related statements of expenses, stockholder’s equity and cash flows for the year ended February 29, 2012 and for the periods from January 20, 2011 (inception) through February 28, 2011 and February 29, 2012. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform an audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of February 29, 2012 and February 28, 2011, and the results of its operations and its cash flows for the years then ended and for the periods from January 20, 2011 (inception) through February 28, 2011 and February 29, 2012, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has not generated significant revenue. This condition raises significant doubt about the Company’s ability to continue as a going concern. Management’s plans in this regard are described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ MaloneBailey, LLP

www.malonebailey.com

Houston, Texas

May 2, 2012

7F-2

LAMBENT SOLUTIONS CORP. (A DEVELOPMENT STAGE COMPANY) BALANCE SHEETS
		FEBRUARY 29, 2012	FEBRUARY 28, 2011
ASSETS
CURRENT ASSETS
	Cash and cash equivalents	$ 7,084	$ 7,963
	Prepaid Expenses	2,926	-
	TOTAL CURRENT ASSETS	10,010	7,963
TOTAL ASSETS		$ 10,010	$ 7,963
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
	Loans from related party - Director	$ 4,156	$ 4,156
	Total current liabilities	4,156	4,156
TOTAL LIABILITIES		4,156	4,156
STOCKHOLDERS’ EQUITY
	Common stock, $0.001 par value, 75,000,000 shares authorized;
	5,540,000 and 4,500,000 shares issued and outstanding, respectively	5,540	4,500
	Additional paid-in-capital	19,760	-
	Deficit accumulated during the development stage	(19,446)	(693)
TOTAL STOCKHOLDERS’ EQUITY		5,854	3,807
TOTAL LIABILITIES AND STOCKHOLDER’S EQUITY		$ 10,010	$ 7,963

USA InvestCo Holdings, Inc.

~~The~~(f/k/a ~~accompanying~~Lambent ~~notes~~Solutions ~~are an integral part of these audited financial statements~~Corp.)

8(A Development Stage Company)

LAMBENT SOLUTIONS CORP. (A DEVELOPMENT STAGE COMPANY) STATEMENTS OF EXPENSES
	YEAR ENDED FEBRUARY 29, 2012	From Inception (JANUARY 20, 2011) to FEBRUARY 28, 2011	From Inception (JANUARY 20, 2011) to FEBRUARY 29, 2012
Expenses
General and administrative expenses	18,753	693	19,446
Total Expense	18,753	693	19,446
Net loss	$ (18,753)	$ (693)	$ (19,446)
Basic and Diluted Loss Per Common Share	$ (0.00)	$ (0.00)
Weighted Average Number of Common Shares Outstanding	5,239,149	787,500

Balance Sheets

The accompanying notes are an integral part of these audited financial statements.

	February 28, 2013			February 29, 2012

ASSETS

Current Assets
Cash	$	-		$	7,084
Prepaid Expense		-			2,926
Total Assets	$	-		$	10,010

LIABILITIES AND STOCKHOLDERS' DEFICIENCY

Current Liabilities
Accounts Payable	$	30,891		$	-
Note Payable - Related Party		13,090			4,156
Total Liabilities		43,981			4,156

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
Additional paid-in capital		70,838			19,760
Deficit accumulated during the development stage		(120,359	)		(19,446	)
Total Stockholders' Deficiency		(43,981	)		5,854

Total Liabilities and Stockholders' Deficiency	$	-		$	10,010

9See accompanying notes to the financial statements

LAMBENT SOLUTIONS CORP. (A DEVELOPMENT STAGE COMPANY) STATEMENT OF STOCKHOLDERS’ EQUITY
	Number of Common Shares	Amount	Additional Paid-in- Capital	Deficit accumulated During development stage	Total
Balance at inception	-	$ -	$ -	$ -	$ -
February 22, 2011
Common shares issued for cash at $0.001	4,500,000	4,500	-	-	4,500
Net loss				(693)	(693)
Balance as of February 28, 2011	4,500,000	4,500	-	(693)	3,807
Common shares issued for cash at $0.02	1,040,000	1,040	19,760	-	20,800
Net loss				(18,753)	(18,753)
Balance as of February 29, 2012	5,540,000	$ 5,540	$ 19,760	$ (19,446)	$ 5,854

F-3

~~The~~USA ~~accompanying~~InvestCo ~~notes~~Holdings, ~~are an integral part of these audited financial statements~~Inc.

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

LAMBENT SOLUTIONS CORP. (A DEVELOPMENT STAGE COMPANY) SATEMENTS OF CASH FLOWS
				YEAR ENDED FEBRUARY 29, 2012	From Inception (JANUARY 20, 2011) to FEBRUARY 28, 2011	From Inception (JANUARY 20, 2011) to FEBRUARY 29, 2012
OPERATING ACTIVITIES
	Net loss			$ (18,753)	$ (693)	$ (19,446)
	Adjustments to reconcile net loss to net cash used in operating activities
	Changes in operating assets and liabilities
	Prepaid expenses			(2,926)		(2,926)
	Net cash used in operating activities			(21,679)	(693)	(22,372)
FINANCING ACTIVITIES
		Loans from related party - Director		-	4,156	4,156
		Sale of common stock		20,800	4,500	25,300
		Net cash provided by financing activities		20,800	8,656	29,456
Net increase in cash and equivalents				(879)	7,963	7,084
Cash and equivalents at beginning of the period				7,963	-	-
Cash and equivalents at end of the period				$ 7,084	$ 7,963	$ 7,084
			SUPPLEMENTAL CASH FLOW INFORMATION:
			Cash paid for:
			Interest	$ -	$ -	$ -
			Taxes	$ -	$ -	$ -
NON-CASH ACTIVITIES				$ -	$ -	$ -

(A Development Stage Company)

~~The~~Statements ~~accompanying notes are an integral part~~ of ~~these audited financial statements.~~Operations

	For the Years Ended						For the period from January 20, 2011
	February 28, 2013			February 29, 2012			(Inception) to February 28, 2013
Operating Expenses
Professional fees	$	60,093		$	-		$	60,093
General and administrative		40,748			18,753			60,194
Total Operating Expenses		100,841			18,753			120,287

Loss from Operations		(100,841	)		(18,753	)		(120,287	)

Other Expenses
Interest expense		(72	)		-			(72	)

Total Other Expenses		(72	)		-			(72	)

LOSS FROM OPERATIONS BEFORE INCOME TAXES		(100,913	)		(18,753	)		(120,359	)

Provision for Income Taxes		-			-			-

NET LOSS	$	(100,913	)	$	(18,753	)	$	(120,359	)

Net Loss Per Share - Basic and Diluted	$	(0.02	)	$	(0.00	)

Weighted average number of shares outstanding during the period - Basic and Diluted		5,540,000			5,239,149

~~LAMBENT~~See ~~SOLUTIONS~~accompanying notes ~~CORP.~~to the financial statements

F-4

USA InvestCo Holdings, Inc.

(f/k/a Lambent Solutions Corp.)

(A Development Stage Company)

Statement of Changes in Stockholders' Deficiency

For the period from January 20, 2011 (Inception) to February 28, 2013

							Deficit
					Additional		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

Foregiveness of expenses paid 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	)

See accompanying notes to the financial statements

F-5

USA InvestCo Holdings, Inc.

(f/k/a Lambent Solutions Corp.)

(A Development Stage Company)

Statements of Cash Flows

	For the Years Ended						For the period from January 20, 2011
	February 28, 2013			February 29, 2012			(Inception) to February 28, 2013
Cash Flows From Operating Activities:
Net Loss	$	(100,913	)	$	(18,753	)	$	(120,359	)
Adjustments to reconcile net loss to net cash used in operations
In-kind contribution of services		16,928			-			16,928
In-kind contribution of interest and rent		572			-			572
Payment of expenses by a related party		34,290						34,290
Changes in operating assets and liabilities:
(Increase)/Decrease in prepaid expenses		2,926			(2,926	)		-
Increase in accounts payable and accrued expenses		30,891			-			30,891
Net Cash Used In Operating Activities		(15,306	)		(21,679	)		(37,678	)

Cash Flows From Financing Activities:
Proceeds from note payable- Related party		8,222			-			12,378
Proceeds from issuance of common stock, net of offering costs		-			20,800			25,300
Net Cash Provided by Financing Activities		8,222			20,800			37,678

Net Decrease in Cash		(7,084	)		(879	)		-

Cash at Beginning of Period		7,084			7,963			-

Cash at End of Period	$	-		$	7,084		$	-

Supplemental disclosure of cash flow information:

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

Supplemental disclosure of non-cash investing and financing activities:

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 to capital (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).

See accompanying notes to the financial statements

F-6

USA Investco Holdings, inc.

(F/K/A LAMBENT SOLUTIONS CORP.)

(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

NOTE 1. ~~ORGANIZATION,~~SUMMARY ~~BUSINESS~~OF ~~OPERATIONS~~SIGNIFICANT ~~and~~ACCOUNTING ~~GOING~~POLICIES ~~CONCERN~~AND ORGANIZATION

~~Lambent Solutions Corp~~ (~~“we”, “our” or the “Company”~~A) ~~was founded in the state of Nevada on January 20, 2011~~Organization. The Company is in the development stage as defined under Statement on Financial Accounting Standards Accounting Standards Codification 915-205 "Development-Stage Entities.” Since inception through February 29, 2012, the Company has not generated any revenue and has accumulated losses of $19,446. We are a Montreal-based company and intend to provide service in advertising of Real Estate listings in Canada.

~~GOING~~USA ~~CONCERN~~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.

~~The~~On ~~financial~~July ~~statements~~25, ~~have~~2012, ~~been~~the ~~prepared~~Company entered oninto a ~~going~~Stock ~~concern~~Purchase ~~basis~~Agreement ~~which assumes~~ (the ~~Company~~“SPA”) ~~will~~with bethe ~~able~~former tosole ~~realize~~director ~~its assets~~ and ~~discharge~~officer ~~its~~of ~~liabilities~~the inCompany (the ~~normal~~“Seller”), and ~~course of business for~~ the ~~foreseeable~~current ~~future. The~~sole ~~Company~~director ~~has~~and ~~incurred~~officer ~~losses~~(the ~~since~~“Purchaser”), ~~inception~~under ~~resulting~~which inthe anPurchaser ~~accumulated~~purchased ~~deficit of $19~~4,~~446~~500,000 asshares of common ~~February 29~~stock, ~~2012~~par ~~and~~value ~~further~~$0.001 ~~losses~~per ~~are~~share, ~~anticipated~~of in the ~~development~~Company of(the ~~its~~“Shares”), ~~business~~for ~~raising~~an ~~substantial~~aggregate ~~doubt~~purchase ~~about~~price ~~the~~of ~~Company’s~~$126,000, payable ~~ability~~in full to ~~continue~~the asSeller (a ~~going~~“Change ~~concern~~of Control”). The ~~ability~~Shares torepresent ~~continue~~all asof ~~a going concern is dependent upon~~ the ~~Company~~Seller’s ~~generating~~interest ~~profitable operations~~ in ~~the future~~ and~~/or~~ to ~~obtain~~any ~~the~~securities ~~necessary~~of ~~financing~~the toCompany, ~~meet its obligations~~ and ~~repay~~make ~~its~~up ~~liabilities arising from normal business operations when they come due~~81.23% ~~Management~~of ~~intends to finance operating costs over~~ the ~~next~~issued ~~twelve months with existing cash on hand~~ and ~~loans~~outstanding ~~from~~shares ~~directors and/or private placement~~ of common stock~~. These~~ ~~financials~~of dothe ~~not~~Company. ~~include~~The SPA ~~any~~closed ~~adjustments~~and ~~relating to~~ the ~~recoverability~~Change ~~and~~of ~~reclassification~~Control ofoccurred ~~recorded~~on ~~asset~~July ~~amounts~~25, ~~or amounts and classifications of liabilities that might result from this uncertainty~~2012.

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

~~Basis~~The Company previously offered an advertising system for real estate brokers and agents. The Company has ceased operations in this area in anticipation of ~~Presentation~~a potential merger with USA InvestCo, LLC. The Company has not entered into any definitive agreement with USA InvestCo, LLC as of the date hereof and does not currently have any operations.

~~The~~It ~~financial~~is ~~statements~~management’s ofopinion, that ~~the~~all ~~Company~~material ~~have~~adjustments ~~been~~(consisting ~~prepared~~of innormal ~~accordance~~recurring ~~with~~adjustments) ~~generally~~have ~~accepted~~been ~~accounting~~made, ~~principles~~which inare ~~the~~necessary ~~United~~for ~~States~~a offair ~~America~~financial statements ~~and are presented in US dollars~~presentation.

~~Cash~~(B) ~~and~~Use ~~Cash~~of ~~equivalents~~Estimates

~~For~~In ~~purposes~~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 ~~Statement~~disclosure of ~~Cash~~contingent ~~Flows~~assets and liabilities at the ~~Company~~date ~~considers~~of ~~all~~the ~~highly~~financial statements ~~liquid~~and ~~debt~~revenues ~~instruments~~and ~~purchased~~expenses ~~with~~during athe ~~maturity~~reported ~~date~~period. Significant estimates include the valuation of ~~three~~deferred ~~months~~taxes assets orand ~~less~~the tovaluation beof ~~cash~~in ~~equivalents~~kind contribution of services and interest. Actual results could differ from those estimates.

~~Use of Estimates and Assumptions~~F-7

~~The~~USA Investco ~~preparation~~Holdings, of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the periodinc. ~~Actual results could differ from those estimates.~~

~~Foreign~~(F/K/A LAMBENT ~~Currency~~SOLUTIONS ~~Translation~~CORP.)

~~The~~(A ~~Company's~~DEVELOPMENT ~~functional currency and its reporting currency is the United States dollar.~~STAGE COMPANY)

~~Income~~NOTES ~~Taxes~~TO THE FINANCIAL STATEMENTS

The Company follows the liability method of accounting for income taxes. Under this method, deferred income tax assets and liabilities are recognized for the estimated tax consequences attributable to differences between the financial statement carrying values and their respective income tax basis (~~temporary differences~~C). ~~The~~Cash ~~effect on deferred income tax assets~~ and ~~liabilities~~Cash ~~of a change in tax rates is recognized in income in the period that includes the enactment date.~~Equivalents

12The Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents. At February 28, 2013 and February 29, 2012, the Company had no cash equivalents.

~~Basic and Diluted~~ (D) Loss Per Share

~~The~~Basic ~~Company computes loss per share in accordance with “ASC-260”, “Earnings per Share” which requires presentation of both basic~~ and diluted ~~earnings~~net ~~per share on the face of the statement of operations. Basic~~ loss per common share is computed bybased ~~dividing~~upon ~~net loss available to common shareholders by~~ the weighted average ~~number of outstanding~~ common shares ~~during the period. Diluted loss per share gives effect to all dilutive potential common shares~~ outstanding ~~during~~as ~~the~~defined ~~period.~~by ~~Dilutive~~Financial ~~loss~~Accounting ~~per~~Standards ~~share~~Board ~~excludes~~(“FASB”) ~~all~~Accounting ~~potential~~Standards ~~common~~Codification ~~shares~~(“ASC”) ifTopic ~~their~~260, ~~effect~~Earnings isPer ~~anti-dilutive~~Share. ~~The~~As ~~Company~~of ~~has~~February no28, ~~potential~~2013 ~~dilutive instruments~~ and ~~accordingly~~February ~~basic~~29, ~~loss~~2012, ~~and~~there ~~diluted~~were ~~loss~~no ~~per~~common share ~~are~~equivalents ~~equal~~outstanding.

~~Recently~~(E) ~~issued~~Income ~~accounting pronouncements~~Taxes

WeThe doCompany ~~not~~accounts ~~expect~~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 ~~adoption~~future tax consequences attributable to differences between the financial statement carrying amounts of ~~recently~~existing ~~issued~~assets ~~accounting~~and ~~pronouncements~~liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to ~~have~~apply ato ~~significant~~taxable ~~impact~~income in the years in which those temporary differences are expected to be recovered or settled. Under ASC Topic 740, the effect on ~~our~~deferred ~~results~~tax assets and liabilities of ~~operations,~~a ~~financial~~change ~~position~~in ortax ~~cash~~rates ~~flow~~is recognized in income in the period that includes the enactment date.

3.Components ~~COMMON~~of ~~STOCK~~deferred taxes are as follows:

The authorized capital of the Company is 75,000,000 common shares with a par value of $ 0.001 per share.

	February 28, 2013			February 29, 2012

Statutory rate applied to earnings before income taxes:	$	(29,188	)	$	(6,806	)
Increase (decrease) in income taxes resulting from:
State income taxes		(3,906	)		-
NOL Carryforward		-			243
In-Kind Contribution of Services		5,948			-
Change in deferred tax asset valuation allowance		27,146			6,563
Income Tax Expense	$	-		$	-

~~On February 22, 2011, the Company issued 4,500,000 common shares at $0.001 per share to its sole Director for $4,500.~~ F-8

USA Investco Holdings, inc.

(F/K/A LAMBENT SOLUTIONS CORP.)

(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

As of February 28, 2013 and February 29, 2012, the company had a net operating loss carry forward of approximately $70,417 and $19,446, respectively, available to offset future taxable income through April 30, 2033. The valuation allowance was established to reduce the deferred tax asset to the amount that will more likely than not be realized. This is necessary due to the Company’s continued operating losses and the uncertainty of the Company’s ability to utilize all of the net operating loss carryforwards before they will expire through the year 2033. All other losses incurred by the Company in previous years and through the year ended February 28, 2013 are limited due to Internal Revenue Code Section 382 which restricts the deductibility of prior net operating losses where there has been a change in control.

The net change in the valuation allowance for the years ended February 28, 2013 and February 29, 2012 was an increase of $27,146 and $6,563 respectively.

The Company’s income tax expense differed from the statutory rates (federal 34% and state 4.55%) as follows:

Federal tax rate	34.00	%
Add: State taxes, net of federal benefit	4.55	%
Less: Valuation allowance	-38.55	%
Tax Rate	0.00	%

The company’s federal income tax returns for the year ended February 28, 2013 and February 29, 2012 remain subject to examination by the Internal Revenue Service.

(F) Business Segments

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

(G) Recent Accounting Pronouncements

In February 2013, FASB issued Accounting Standards Update 2013-04, Liabilities (Topic 405): Obligations Resulting from Joint and Several Liability Arrangements for 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.

F-9

USA Investco Holdings, inc.

(F/K/A LAMBENT SOLUTIONS CORP.)

(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

The amendments in this update 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.

In February 2013, FASB issued 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.

NOTE 2

GOING CONCERN

As reflected in the accompanying financial statements, the Company is in the development stage with minimal operations, used cash in operations of $37,678 from inception and has a net loss since inception of $120,359. There is also a working capital and stockholders’ deficiency of $43,981. 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.

Management believes that actions presently being taken to obtain additional funding and implement its strategic plans provide the opportunity for the Company to continue as a going concern.

F-10

USA Investco Holdings, inc.

(F/K/A LAMBENT SOLUTIONS CORP.)

(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

NOTE 3

STOCKHOLDERS’ EQUITY

(A) In-Kind Contribution

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 5).

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 4 & 5).

For the year ended February 28, 2013, the Company recorded an in-kind contribution of rent having a fair value of $500 for facilities and related overhead provided by a company controlled by the CEO (See Note 5).

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 5).

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 4 & 5).

(B) Stock Issued 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 ($0.001/share) in exchange for cash (See Note 5).

For the year 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.

AsThe ofauthorized ~~February~~capital ~~29,~~of ~~2012~~ the Company ~~had~~is 575,~~540~~000,000 common shares ofwith ~~common~~a ~~stock~~par ~~issued~~value ~~and~~of ~~outstanding~~$ 0.001 per share.

4.(C) ~~RELATED~~Amendment ~~PARTY~~to ~~TRANSACTIONS~~Articles of Incorporation

AsOn atSeptember ~~February 29~~5, 2012, the Company amended isits ~~indebted~~Articles ~~to the director~~ of ~~the~~Incorporation ~~Company~~to ~~for~~change ~~the~~its ~~amount~~name ofto ~~$4,156. The~~USA ~~amount~~InvestCo ~~is due on demand~~Holdings, ~~non-interest bearing and unsecured~~Inc.

~~5. INCOME TAXES~~F-11

AsUSA Investco ~~of February 29~~Holdings, ~~2012, the Company had net operating loss carry forwards of $19,446 that may be available to reduce future years’ taxable income through 2032~~inc. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards.

~~Components~~(F/K/A LAMBENT ofSOLUTIONS ~~net deferred tax assets are as follows at February 29, 2012 and February 28, 2011~~CORP.)

	Year Ended	Year Ended
	February 29, 2012	February 28, 2011
Deferred tax assets:
Net operating loss carry forward	$ 6,806	$ 243
Less: valuation allowance	(6,806)	(243)
Net deferred tax assets	$ -	$ -

(A DEVELOPMENT STAGE COMPANY)

13NOTES TO THE FINANCIAL STATEMENTS

~~RESULTS~~NOTE OF4 ~~OPERATIONS~~NOTE PAYABLE – RELATED PARTY

WeDuring ~~have~~the ~~incurred~~year ~~recurring~~ended ~~losses~~February 28, to2013 ~~date.~~the ~~Our~~CEO ~~financial~~paid ~~statements~~$13,090 ~~have~~in ~~been~~expenses ~~prepared~~on ~~assuming~~the ~~that~~Company’s webehalf ~~will~~in ~~continue~~exchange asfor atwo ~~going~~notes ~~concern~~payable. ~~and,~~Pursuant ~~accordingly, do~~to ~~not~~the ~~include~~terms of ~~adjustments~~the ~~relating~~notes, to the ~~recoverability~~loans ~~and~~are ~~realization~~non-interest ofbearing, ~~assets~~unsecured and ~~classification~~due ofon ~~liabilities~~demand. ~~that~~The ~~might~~Company berecorded ~~necessary~~a ~~should~~total weof be$72 ~~unable~~in toimputed ~~continue~~interest as an in-kind ~~operation~~contribution during the year (See Notes 3(A) & 5).

WeAs ~~expect~~of weFebruary ~~will~~29, ~~require~~2012, ~~additional~~the ~~capital~~Company was indebted to ~~meet~~the ~~our~~former ~~long~~controlling ~~term~~stockholder ~~operating~~of ~~requirements~~the Company for the amount of $4,156. WeDuring ~~expect~~the toyear ~~raise~~ended February 28, 2013, the Company received an additional ~~capital~~$8,222 ~~through~~from the former controlling stockholder. Pursuant to the terms of the loan, ~~among~~the loan ~~other~~was ~~things~~non-interest bearing, unsecured and was due on demand. In connection with the ~~sale~~change in control in July 2012, the former CEO forgave the full amount due of ~~equity~~$12,378 or(See ~~debt~~Notes ~~securities~~3(A) & 5).

~~FISCAL~~NOTE ~~YEAR~~5 ~~ENDED~~RELATED ~~FEBRUARY~~PARTY ~~29, 2012 COMPARED TO FISCAL YEAR ENDED FEBRUARY 28, 2011.~~TRANSACTIONS

~~Our~~During ~~net loss for~~ the ~~fiscal~~ year ended February 29 28, ~~2012~~2013 ~~was~~the CEO paid $1813,~~753~~090 ~~compared~~in toexpenses aon ~~net~~the ~~loss~~Company’s ofbehalf ~~$693~~ in exchange for ~~the~~two ~~period~~notes ~~from~~payable. ~~Inception~~Pursuant ~~(January~~to 20the terms of the notes, ~~2011)~~the toloans ~~February~~are 28non-interest bearing, ~~2011~~unsecured and due on demand. ~~During~~The ~~fiscal~~Company ~~year~~recorded ~~ended~~a ~~February~~total ~~29,~~of ~~2012,~~$72 in imputed interest as an in-kind contribution during the ~~Company~~year ~~did~~(See ~~not~~Notes ~~generate~~3(A) ~~any~~& ~~revenue~~4).

~~During~~As ~~the~~of ~~fiscal year ended~~ February 29, 2012, wethe ~~incurred~~Company was ~~general~~indebted ~~and~~to ~~administrative~~the ~~expenses~~former controlling stockholder of the Company for the amount of $184,~~753compared~~156. toDuring ~~$693~~the ~~incurred~~year ~~during~~ended February 28, 2013, the ~~period~~Company ~~from~~received ~~Inception~~an ~~(January~~additional 20$8,222 ~~2011)~~from tothe ~~February~~former ~~28,~~controlling ~~2011~~stockholder. ~~These~~ ~~expenses~~Pursuant ~~incurred~~to ~~during~~the terms of the ~~fiscal~~loan, ~~year~~the loan ~~ended~~was ~~February~~non-interest 29bearing, ~~2012~~unsecured ~~consisted~~and ~~of:~~was ~~bank~~due ~~charges~~on ofdemand. ~~$42~~In ~~(2011: $0);~~connection ~~professional~~with ~~fees~~the ofchange ~~$11~~in control in July 2012,~~162~~ ~~(2011:~~the ~~$-0-);~~former CEO ~~and~~forgave ~~miscellaneous~~the ~~charges~~full amount due of $712,~~549~~378 (~~2011:~~See ~~$693~~Notes 3(A) & 4).

~~Expenses~~For ~~incurred during fiscal~~the year ended February 2928, 2013, ~~2012 compared~~the toCEO ~~fiscal~~who ~~year~~is ~~ended~~also ~~February~~a ~~28,~~majority ~~2011 increased~~stockholder ~~primarily~~of ~~due to~~ the ~~increased scale~~ ~~and~~Company ~~scope of business operations. General~~contributed ~~and~~services ~~administrative~~having ~~expenses~~a ~~generally~~fair ~~include corporate~~value ~~overhead~~of $16, ~~financial~~928 ~~and administrative contracted~~(See ~~services, marketing, and~~Notes 3(A) ~~consulting~~& ~~costs~~5).

~~The~~For ~~weighted~~the ~~average number~~year ofended ~~shares outstanding was 5~~February 28,~~239~~ 2013,~~000~~ ~~for~~a ~~the~~total ~~fiscal~~of ~~year~~$72 ~~ended~~in ~~February~~imputed ~~29,~~interest ~~2012~~relating ~~compared~~to the notes payable due to ~~787~~the CEO,~~500 for~~ ~~the~~was ~~fiscal~~recorded ~~year~~as ~~ended~~an ~~February~~in-kind ~~28,~~contribution (See ~~2011~~Notes 3(A) & 5).

~~LIQUIDITY~~For ~~AND~~the ~~CAPITAL~~year ~~RESOURCES~~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)).

~~FISCAL~~For ~~YEAR~~the ~~ENDED~~year ~~FEBRUARY~~ended 29February 28, 2013, ~~2012~~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)).

As of February 29, 2012, our current assets were $10,010 and our total liabilities were $4,156. As of February 29, 2012, current assets were comprised of $7,084 in cash and $2,926 in prepaid expenses. As of February 29, 2012, total liabilities were comprised of $4,156 in loans from related parties.F-12

AsUSA Investco ~~of February 29~~Holdings, ~~2012, our total assets were $10,010 comprised entirely of current assets~~inc. ~~Stockholders’ equity increased from $3,807 as of February 28, 2011 to $5,854 as of February 29, 2012.~~

~~Cash~~(F/K/A LAMBENT ~~Flows~~SOLUTIONS ~~from~~CORP.) ~~Operating Activities~~

We have not generated positive cash flows from operating activities. For the fiscal year ended February 29, 2012, net cash flows used in operating activities was $21,679 consisting of a net loss of $18,753 and increase in prepaid expenses of $2,926. Net cash flows used in operating activities was $22,372 for the period from inception (~~January~~A ~~20,~~DEVELOPMENT ~~2011~~STAGE COMPANY) ~~to February 29, 2012.~~

~~Cash~~NOTES ~~Flows~~TO ~~from~~THE ~~Financing~~FINANCIAL ~~Activities~~STATEMENTS

WeOn ~~have financed our operations primarily from either advancements or the issuance of equity and debt instruments. For the fiscal year ended~~ February 2922, ~~2012~~2011, ~~net~~the ~~cash~~Company issued ~~provided by financing activities was $20~~4,~~800~~500,000 ~~received~~shares ~~from proceeds from issuance~~ of common stock~~. For~~ ~~the period from inception (January 20, 2011)~~ to ~~February~~its ~~29,~~sole ~~2012,~~Director ~~net~~having ~~cash~~a ~~provided~~fair byvalue ~~financing~~of ~~activities was~~ $294,~~456~~500 ~~received~~($0.001/share) ~~from~~in ~~proceeds~~exchange ~~from~~for ~~issuance~~cash (See ofNote ~~common~~3 ~~stock and loan from Director~~(B)).

14F-13

~~PLAN~~Item OF9. ~~OPERATION~~Changes ~~AND~~in ~~FUNDING~~and Disagreements with Accountants on Accounting and Financial Disclosure

WeOn ~~expect~~October ~~that~~3, ~~working~~2012, ~~capital~~the ~~requirements~~Company ~~will~~dismissed MaloneBailey, ~~continue~~LLP to(“MaloneBailey”), beas ~~funded~~the ~~through~~independent aregistered ~~combination~~public accounting firm of ~~our~~the ~~existing~~Company. ~~funds~~The reports of MaloneBailey on the financial statements of the Company for the fiscal years ended February 28, 2011, and ~~further~~February ~~issuances~~29, 2012, did not contain any adverse opinion or a disclaimer of ~~securities.~~opinion, ~~Our~~and ~~working~~were ~~capital~~not ~~requirements~~qualified ~~are~~or ~~expected~~modified as to ~~increase~~uncertainty, inaudit ~~line~~scope or accounting principles except an explanatory paragraph as to an uncertainty with respect to the ~~growth~~Company’s ofability ~~our~~to ~~business~~continue as a going concern.

~~Existing~~Since ~~working capital, further advances and debt instruments, and anticipated cash flow are expected to be adequate to fund our operations over~~ the ~~next~~Company’s ~~six~~inception ~~months.~~on January ~~We have no lines of credit or other bank financing arrangements. Generally~~20, we2011 ~~have financed operations to date~~ through the ~~proceeds~~date of ~~the~~this ~~private placement of equity and debt instruments. In connection with our business plan~~report, ~~management~~there ~~anticipates~~were ~~additional~~no ~~increases in operating expenses and capital expenditures relating to:~~ (i1) ~~acquisition~~disagreements ~~of inventory; (ii) developmental expenses associated~~ with aMaloneBailey ~~start-up~~on ~~business;~~any ~~and~~matter ~~(iii)~~of ~~marketing~~accounting principles ~~expenses.~~or ~~We intend to finance these expenses with further issuances of securities~~practices, ~~and~~financial ~~debt~~statement ~~issuances. Thereafter~~disclosure, weor ~~expect~~auditing wescope ~~will~~or ~~need~~procedure, towhich ~~raise~~disagreements ~~additional~~if ~~capital~~not ~~and~~resolved ~~generate revenues~~ to the ~~meet~~satisfaction ~~long-term operating requirements. Additional issuances~~ of ~~equity or convertible debt securities will result in dilution to our current shareholders. Further~~MaloneBailey, ~~such~~would ~~securities might~~ have ~~rights,~~caused ~~preferences~~them ~~or privileges senior~~ to ~~our~~make ~~common~~reference ~~stock.~~thereto ~~Additional~~in ~~financing~~their ~~may~~reports ~~not~~on bethe ~~available~~financial ~~upon~~statements for ~~acceptable~~such ~~terms,~~years; or at(2) ~~all.~~“reportable Ifevents” ~~adequate~~as ~~funds~~defined ~~are~~in ~~not~~Item ~~available~~304(a)(1)(v) ~~or are not available on acceptable terms, we may not be able to take advantage~~ of ~~prospective~~Regulation ~~new business endeavors or opportunities, which could significantly and materially restrict our business operations~~S-K.

~~MATERIAL COMMITMENTS~~8

AsFor ofmore information regarding the ~~date~~change ofin ~~this~~accountants, ~~Annual~~please see the Registrant’s Current Report, weon doForm ~~not~~8-K ~~have~~filed ~~any~~with ~~material~~the ~~commitments~~SEC on October 9, 2012.

~~PURCHASE~~On OFOctober ~~SIGNIFICANT~~3, ~~EQUIPMENT~~2012, the Company appointed Liggett, Vogt and Webb, P.A. (“LVW”) as the independent registered public accounting firm of the Company. During the Company’s two most recent fiscal years and the subsequent interim period preceding LVW’s engagement, neither the Company nor anyone on behalf of the Company consulted with LVW regarding the application of accounting principles to any specific completed or contemplated transaction, or the type of audit opinion that might be rendered on the Company’s financial statements, and LVW did not provide any written or oral advice that was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue or any matter that was the subject of a “disagreement” or a “reportable event,” as such terms are defined in Item 304(a)(1) of Regulation S-K.

WeItem do9A. ~~not~~Controls ~~intend~~and ~~to purchase any significant equipment during the next twelve months.~~Procedures

~~OFF-BALANCE~~Evaluation of ~~SHEET~~Disclosure ~~ARRANGEMENTS~~Controls and Procedures

AsPursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934, as amended (“Exchange Act”), the ~~date~~Company carried out an evaluation, with the participation of ~~this~~the Company’s ~~Annual~~management, ~~Report~~including the Company’s Chief Executive Officer (“CEO”) (the Company’s principal executive officer) and Chief Financial Officer (“CFO”) (the Company’s principal financial and accounting officer), weof dothe ~~not~~effectiveness ~~have~~of ~~any~~the ~~off~~Company’s disclosure controls and procedures (as defined under Rule 13a-~~balance~~15(e) ~~sheet~~under ~~arrangements~~the Exchange Act) as of the end of the period covered by this report. Based upon that ~~have~~evaluation, orthe Company’s CEO and CFO concluded that the Company’s disclosure controls and procedures are ~~reasonably~~not ~~likely~~effective to ~~have~~ensure that ainformation ~~current~~required orto ~~future~~be ~~effect~~disclosed onby ~~our~~the ~~financial~~Company ~~condition,~~in ~~changes~~the inreports ~~financial~~that ~~condition,~~the ~~revenues~~Company files or ~~expenses~~submits under the Exchange Act, ~~results~~is ofrecorded, ~~operations~~processed, ~~liquidity~~summarized and reported, ~~capital~~within ~~expenditures~~the ortime ~~capital~~periods ~~resources~~specified in the SEC’s rules and forms, and that ~~are~~such ~~material~~information is accumulated and communicated to ~~investors~~the Company’s management, including the Company’s CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.

~~GOING~~Management's ~~CONCERN~~Annual Report on Internal Control Over Financial Reporting.

The ~~independent~~management ~~auditors'~~of ~~report~~the ~~accompanying~~Company ~~our~~is ~~February~~responsible ~~29,~~for ~~2012~~ establishing and ~~February~~maintaining ~~28,~~adequate ~~2011~~internal control over financial ~~statements~~reporting ~~contains~~for anthe ~~explanatory~~Company. Our ~~paragraph~~internal ~~expressing~~control ~~substantial~~system ~~doubt~~was designed ~~about~~to, ~~our~~in ~~ability~~general, provide reasonable assurance to ~~continue~~the asCompany’s amanagement ~~going~~and ~~concern.~~board ~~The~~regarding the preparation and fair presentation of published financial statements, ~~have~~but ~~been~~because ~~prepared~~of ~~"assuming~~its ~~that~~inherent welimitations, ~~will~~internal ~~continue~~control asover afinancial ~~going~~reporting may ~~concern~~not prevent or detect misstatements. Also," ~~which~~projections ~~contemplates~~of ~~that~~any weevaluation ~~will~~of ~~realize~~effectiveness ~~our~~to ~~assets~~future ~~and~~periods ~~satisfy~~are subject ~~our~~to ~~liabilities~~the ~~and~~risk ~~commitments~~that controls may become inadequate because of changes in ~~the~~conditions, ~~ordinary~~or ~~course~~that the degree of ~~business~~compliance with the policies or procedures may deteriorate.

15Our management assessed the effectiveness of the Company’s internal control over financial reporting as of February 28, 2013. The framework used by management in making that assessment was the criteria set forth in the document entitled “ Internal Control – Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on that assessment, our management has determined that as of February 28, 2013, the Company’s internal control over financial reporting was not effective for the purposes for which it is intended.

~~Item~~A 9.material ~~Changes~~weakness Inis ~~and~~a ~~Disagreements~~deficiency, ~~with~~or ~~Accountants~~a 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 ~~Accounting~~a ~~and~~timely ~~Financial~~basis. ~~Disclosure~~In its assessment of the effectiveness of internal control over our financial reporting as of February 28, 2013 the Company determined that the following item constituted a material weakness:

~~None~~· 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.

~~Item~~· ~~9A(T).~~The ~~Controls~~Company does not have a cash account and ~~Procedures~~is reliant on related parties to pay operating costs and properly identify and record transactions in a timely and accurate manner.

AnThis ~~evaluation~~annual ~~was~~report ~~conducted~~does ~~under~~not ~~the~~include ~~supervision~~an ~~and~~attestation ~~with~~report ~~the participation~~ of ~~our management, including Ms. Irina Dondikova, our Chief Executive Officer and our Chief Financial Officer of~~ the ~~effectiveness~~Company’s ofregistered ~~the~~public ~~design~~accounting ~~and~~firm ~~operation~~regarding ofinternal ~~our~~control ~~disclosure controls and procedures as~~over ~~of February~~financial ~~29, 2012~~reporting. ~~Based on that~~ ~~evaluation, Ms.~~Management's ~~Dondikova~~report was ~~concluded~~not ~~that~~subject ~~our disclosure controls and procedures were effective as of such date~~ to ~~ensure~~attestation ~~that information required~~by ~~to be disclosed in~~ the ~~reports~~ ~~that~~Company's weregistered ~~file~~public oraccounting ~~submit under~~firm ~~the Exchange Act,~~as iswe ~~recorded, processed, summarized~~are ~~and~~a ~~reported~~smaller ~~within~~reporting ~~the~~company ~~time periods specified in SEC rules~~ and ~~forms. Such~~not required ~~officer~~to ~~also~~provide ~~confirmed that there was no change in our internal control over financial reporting during~~ the ~~year ended February 29, 2012 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting~~report.

We maintain "disclosure controls and procedures," as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the "Exchange Act"), that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer/Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. We conducted an evaluation (the "Evaluation"), under the supervision and with the participation of our Chief Executive Officer/Chief Financial Officer of the effectiveness of the design and operation of our disclosure controls and procedures ("Disclosure Controls") as of the end of the period covered by this report pursuant to Rule 13a-15 of the Exchange Act. The evaluation of our disclosure controls and procedures included a review of the disclosure controls' and procedures' objectives, design, implementation and the effect of the controls and procedures on the information generated for use in this report. In the course of our evaluation, we sought to identify data errors, control problems or acts of fraud and to confirm the appropriate corrective actions, if any, including process improvements, were being undertaken. Our Chief Executive Officer/Chief Financial Officer concluded that, as of the end of the period covered by this Annual report, our disclosure controls and procedures were not effective and were not operating at the reasonable assurance level because of the identification of a material weakness in our internal control over financial reporting which is identified below, which we view as an integral part of our disclosure controls and procedures.9

~~The~~Changes ~~material weakness relates to the monitoring and review of work performed by our limited accounting staff~~ in ~~the~~Internal ~~preparation~~Controls of financial statements, footnotes and financial data provided to our independent registered public accounting firm in connection with the annual audit. More specifically, the material weakness in our internal control over ~~financial~~Financial ~~reporting is due to the fact that:~~Reporting

- The ~~Company~~following ~~lacks~~changes ~~proper~~in ~~segregation~~our ofinternal ~~duties.~~controls Weover financial ~~believe~~reporting ~~that~~occurred during the fourth ~~lack~~quarter of ~~proper~~the ~~segregation~~fiscal ofyear ~~duties~~ended isFebruary ~~due~~28, 2013 that have materially affected, or are reasonably likely to materially affect, our ~~limited~~internal ~~resources~~control over financial reporting.

~~- Lack~~In ofconnection awith ~~formal~~the ~~review~~change in control, the Company has moved the financial reporting function to the new headquarters in Wilmington, N.C. In connection with this move, management is reliant on related parties and consultants to maintain the accounting records and to oversee the financial reporting process. This ~~that~~has ~~includes~~created ~~multiple~~challenges ~~levels~~regarding oversight and real time analysis of ~~review~~transactions. Additionally, the ~~resulting~~new inmanagement ~~adjustments~~team ~~related~~has not opened a cash account to ~~accounts~~manage ~~payable~~cash flow independent from other related parties. This creates challenges for management and ~~investments~~the consultants to timely and accurately identify transactions affecting the Company.

~~Changes~~Item in9B. ~~Internal~~Other ~~Control over Financial Reporting~~Information

There has been no change in our internal control over financial reporting identified in connection with our evaluation we conducted of the effectiveness of our internal control over financial reporting as of February 29, 2012, that occurred during our fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reportingNone.

~~This~~PART annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the SEC that permit the Company to provide only management’s report in this annual report.III

16Item 10. Directors, Executive Officers and Corporate Governance

~~PART~~Our ~~III~~directors, executive officers and key employees are listed below. The number of directors is determined by our board of directors. All directors hold office until the next annual meeting of the board or until their successors have been duly elected and qualified. Officers are elected by the board of directors and their terms of office are, except to the extent governed by employment contract, at the discretion of the board of directors.

Item 10. Directors, Executive Officers, Promoters and Control Persons of the Company

Name	Position Held with Our Company	Age	Date First Elected or Appointed
Irina Dondikova(1)	President, Chief Executive Officer, Chief Financial Officer and Director	31	January 20, 2011

Charles Schoninger	President, Chief Executive Officer, Chief Financial Officer and Director	43	July 25, 2012

~~DIRECTORS~~(1) ~~AND~~Ms. ~~EXECUTIVE~~Dondikova ~~OFFICERS~~resigned from her positions as President, Chief Executive Officer, Chief Financial Officer and sole director of the Company on July 25, 2012.

~~The~~Irina ~~name~~Dondikova, ~~address~~age 31, was our sole President, Chief Executive Officer, Treasurer, Chief Financial Officer, Chief Accounting Officer, Secretary and ~~position~~sole member of our ~~present~~board ~~officers~~of directors since our incorporation on January 20, 2011 until July 25, 2012. In 2004-2005, Irina Dondikova went to College "Chambre Immobilière du Grand Montréal" to study a Real Estate Agent program. She obtained a “Certificate Real Estate Broker D6613AA”. Thereafter, from May 2005 till February 2010 she worked as a real estate agent at "Group Sutton Excellence Inc." Since June 2008 to July 2009 she studied at College "Chambre Immobilière du Grand Montréal" to complete the Real Estate Certified Broker course. After the completion she obtained “Certificate Certified Real Estate Broker F0439CA”. In February 2010 she opened her own Real Estate Agency, Casa Bella Realty Inc., and ~~directors~~she ~~are~~has ~~set~~been ~~forth~~working ~~below:~~as a President/Chief Executive Officer of Casa Bella Realty Inc.

Name and Address of Executive Officer and/or Director		Age		Position
Irina Dondikova 400 St-Martin West Blvd., Suite 350 Laval, QC H7M 3Y8 Canada		30		President, Secretary, Treasurer and Director

Charles Schoninger, age 43, is the Founder of USA InvestCo, LLC, a real estate development firm headquartered in Wilmington, North Carolina. He has over 20 years of commercial real estate experience in site selection, research and analysis, planning, zoning, development, acquisition, repurposing, renovating, and managing mezzanine debt funds. Mr. Schoninger has built more than 30 projects totaling in excess of 1 million square feet with costs of $250 million in Colorado, Florida, Oklahoma, California, Texas, and North Carolina. Prior to his founding of USA InvestCo, LLC Mr. Schoninger founded and operated Zephyr Development in Colorado Springs, Colorado, which focused on the acquisition, entitlement, development and sale of mixed-use real estate projects. Under Mr. Schoninger’s leadership, Zephyr Development created over 12,000 single family lots as a conduit developer. Mr. Schoninger received his bachelor’s degree from the University of Colorado Boulder.

~~Biographical~~Involvement ~~Information~~in ~~and~~Certain ~~Background~~Legal ~~of officer and director~~Proceedings

~~Ms.~~To ~~Dondikova~~the ~~has~~best ~~acted~~of as our ~~sole President~~knowledge, ~~Chief~~none ~~Executive Officer, Treasurer, Chief Financial Officer, Chief Accounting Officer, Secretary and sole member~~ of our ~~board of~~ directors ~~since~~or ~~our~~executive officers ~~incorporation on January 20~~has, ~~2011. In~~during 2004-2005, Irina Dondikova went to College "Chambre Immobilière du Grand Montréal" to study a Real Estate Agent program. She obtained a “Certificate Real Estate Broker D6613AA”. Thereafter, from May 2005 till February 2010 she worked as a real estate agent at "Group Sutton Excellence Inc." Since June 2008 to July 2009 she studied at College "Chambre Immobilière du Grand Montréal" to complete the ~~Real~~past ~~Estate~~ten Certified Broker course. After the completion she obtained “Certificate Certified Real Estate Broker F0439CA”. In February 2010 she opened her own Real Estate Agency, Casa Bella Realty Inc., and she has been working as a President/Chief Executive Officer of Casa Bella Realty Inc,.years:

~~AUDIT COMMITTEE~~10

We● dobeen ~~not~~convicted ~~have~~in ana ~~audit~~criminal ~~committee~~proceeding ~~financial~~or ~~expert.~~been Wesubject ~~do not have an audit committee financial expert because we believe the cost related~~ to ~~retaining~~ a ~~financial~~pending ~~expert~~criminal atproceeding ~~this~~(excluding ~~time~~traffic isviolations ~~prohibitive.~~and ~~Further,~~other ~~because~~minor ~~we have no operations, at the present time, we believe the services of a financial expert are not warranted.~~ offenses);

●

had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time;

●

been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity;

●

been found by a court of competent jurisdiction in a civil action or by the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;

●

been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

●

been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Except as set forth in our discussion below in “Certain Relationships and Related Transactions,” none of our directors or executive officers has been involved in any transactions with us or any of our directors, executive officers, affiliates or associates which are required to be disclosed pursuant to the rules and regulations of the Commission.

Code of Ethics

We have not adopted a code of ethics that applies to our principal executive officer, principal financial officer, principal accounting officer, or persons performing similar functions, because of the small number of persons involved in the management of the Company.

Section 16(a) Beneficial Ownership Reporting Compliance

The Company does not have a class of securities registered under the Exchange Act and therefore its directors, executive officers, and any persons holding more than ten percent of the Company’s common stock are not required to comply with Section 16 of the Exchange Act.

Board Committees

Our board of directors has no separate committees and our board of directors acts as the audit committee and the compensation committee. We do not have an audit committee financial expert serving on our board of directors.

Item 11. Executive Compensation

~~The~~Summary ~~table~~Compensation below summarizes all compensation awarded to, earned by, or paid to our executive officers by any person for all services rendered in all capacities to us for the fiscal period from our incorporation on January 20, 2011 to February 29, 2012 (our fiscal year end) and subsequent thereto to the date of this prospectus.Table

17The following summary compensation table sets forth all compensation awarded to, earned by, or paid to the named executive officers paid by us during the years ended February 28 2013, and February 29 2012 in all capacities for the accounts of our executives, including the Chief Executive Officer who is also our Chief Financial Officer.

~~SUMMARY COMPENSATION TABLE~~11

Name and Principal Position	~~Year~~	~~Salary (US$)~~Year	~~Bonus (US$)~~	~~Stock Awards (US$)~~	~~Option Awards (US$)~~	~~Non-Equity~~Salary ~~Incentive Plan Compensation~~ (US$)	~~Nonqualified Deferred Compensation Earnings (US$)~~	~~All Other Compensation (US$)~~	~~Total (US$)~~	Bonus ($)		Stock Awards ($)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		Nonqualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Total ($)
Irina Dondikova, President, Treasurer and Secretary
Irina Dondikova			2013				-				-		-		-		-		-		-		-
	2011	0	0	0	0	0	0	0	0
President, Chief Executive and Officer, Chief Financial Officer (1)			2012				-				-		-		-		-		-		-		-
	2012	0	0	0	0	0	0	0	0
Charles Schoninger			2013				-				-		-		-		-		-		-		-
President, Chief Executive and Officer, Chief Financial Officer			2012				-				-		-		-		-		-		-		-

~~There~~(1) ~~are no current employment agreements between the company and its sole officer~~Ms. ~~The~~Dondikova ~~compensation~~resigned ~~discussed~~from ~~herein~~her ~~addresses~~positions ~~all~~as ~~compensation awarded to~~President, ~~earned~~Chief ~~by,~~Executive ~~or paid to our named executive officer. There are no other stock option plans~~Officer, ~~retirement,~~Chief ~~pension,~~Financial orOfficer ~~profit~~and ~~sharing~~sole ~~plans~~director ~~for~~of the ~~benefit~~Company ofon ~~our~~July ~~officers~~25, ~~and directors other than as described herein~~2012.

~~CHANGE~~(2) OFMr. ~~CONTROL~~Schoninger was appointed as President, Chief Executive Officer, Chief Financial Officer and sole director of the Company on July 25, 2012.

AsEmployment ~~of February 29, 2012, we had no pension plans or compensatory plans or other arrangements which provide compensation in the event of a termination of employment or a change in our control.~~Contracts

18We have no employment contracts with any of our officers or directors.

Long-Term Incentive Plan Awards

We do not have any long-term incentive plans.

Compensation of Directors

We do not pay our directors any money and we have no plans to pay our directors any money in the future.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table ~~provides~~sets forth certain information regarding our shares of common stock beneficially owned as of June 13, 2013, for (i) each stockholder known to be the beneficial ~~ownership~~owner of 5% or more of our outstanding shares of common stock, as(ii) ofeach ~~February~~named 29executive officer and director, ~~2012~~and (iii) all executive officers and directors as a group. A person is considered to beneficially own any shares: (i) over which such person, directly or indirectly, exercises sole or shared voting or investment power, or (ii) of which such person has the ~~date~~right to acquire beneficial ownership at any time within 60 days through an exercise of stock options or warrants. Unless otherwise indicated, voting and investment power relating to the ~~filing~~shares ofshown ~~this~~in ~~annual~~the ~~report~~table for our directors and executive officers is exercised solely by: the beneficial owner or shared by the owner and the owner’s spouse or children.

•For ~~each~~purposes of ~~our~~this ~~executive~~table, ~~officers;~~a •person ~~each~~or ~~director;~~group •of persons ~~each~~is deemed to have “beneficial ownership” of any shares of common stock that such person ~~known~~has tothe usright to acquire ~~own~~within ~~more~~60 ~~than~~days 5%of June 13, 2013. For purposes of ~~our~~computing the percentage of outstanding shares of our common stock; held ~~and~~by •each ~~all~~person or group of ~~our~~persons ~~executive~~named ~~officers~~above, ~~and~~any ~~directors~~shares ~~and~~that such person or persons has the right to acquire within 60 days of June 13, 2013 is deemed to be outstanding, but is not deemed to be outstanding for the purpose of computing the percentage ownership of any other person. The inclusion herein of any shares listed as abeneficially ~~group~~owned does not constitute an admission of beneficial ownership.

Title of Class		Name and Address of Beneficial Owner		Amount and Nature of Beneficial Ownership		Percentage
Common Stock		Irina Dondikova 400 St-Martin West Blvd., Suite 350 Laval, QC H7M 3Y8 Canada		4,500,000 shares of common stock			81.23%

The percent of class is based on 5,540,000 shares of common stock issued and outstanding as of the date of this annual report.

Name and Address of Beneficial Owner		Amount and Nature of Beneficial Ownership				Percentage of Class(1)
Charles Schoninger			4,500,000				81.23	%

~~Item~~(1) Based ~~13.~~on ~~Certain~~5,540,000 ~~Relationships~~shares ~~and~~of ~~Related~~our ~~Transactions~~common stock outstanding as of June 13, 2013.

~~Item~~Transactions ~~14.~~with ~~Principal~~Related ~~Accountant Fees and Services~~Persons

During ~~fiscal~~ the year ended February 29 28, ~~2012,~~2013 wethe ~~incurred approximately~~ CEO paid $713,~~600~~090 in ~~fees~~expenses toon ~~our~~the ~~principal~~Company’s ~~independent~~behalf ~~accountants~~in exchange for ~~professional~~two ~~services~~notes ~~rendered~~payable. inPursuant ~~connection with~~to the ~~audit~~ terms of ~~our~~the ~~financial~~notes, ~~statements~~the loans are non-interest bearing, unsecured and ~~for~~due ~~the reviews~~on demand. The Company recorded a total of ~~our~~$72 ~~financial statements.~~ in imputed interest as an in-kind contribution during the year

19As 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.

~~Item~~For ~~15.~~the ~~Exhibits~~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.

~~The~~For ~~following~~the ~~exhibits~~year ~~are~~ended ~~filed~~February as28, 2013, ~~part~~a total of ~~this~~$72 ~~Annual~~in ~~Report~~imputed interest relating to the notes payable due to the CEO, was recorded as an in-kind contribution.

~~Exhibits:~~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.

~~31.1 Certification~~For ofthe ~~Chief~~year ~~Executive~~ended ~~Officer~~February ~~pursuant~~28, 2013, toa ~~Section~~company ~~302(a)~~controlled by the CEO paid operating expenses on behalf of the ~~Sarbanes~~Company totaling $21,200, which was forgiven and recorded as an in-~~Oxley Act~~kind contribution of capital.

~~31.2 Certification~~On ofFebruary ~~Chief~~22, ~~Financial~~2011, ~~Officer~~the ~~pursuant~~Company issued 4,500,000 shares of common stock to ~~Section~~its ~~302(~~sole Director having a) fair value of ~~the~~$4,500 ~~Sarbanes-Oxley~~($0.001/share) ~~Act~~in exchange for cash.

~~32.1 Certification of Chief Executive Officer and Chief Financial~~Director ~~Officer Under Section 1350 as Adopted Pursuant Section 906 of the Sarbanes-Oxley Act.~~Independence

~~101 Interactive~~Because ~~data~~our ~~files~~common ~~pursuant~~stock is not currently listed on a national securities exchange, we have used the definition of “independence” of The NASDAQ Stock Market to make this determination. NASDAQ Listing Rule ~~405~~5605(a)(2) provides that an “independent director” is a person other than an officer or employee of ~~Regulation~~the ~~S-T~~company or any other individual having a relationship which, in the opinion of the Company’s Board of Directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. The NASDAQ listing rules provide that a director cannot be considered independent if:

~~SIGNATURES~~· the director is, or at any time during the past three years was, an employee of the company;

In· ~~accordance~~the ~~with~~director ~~the~~or ~~requirements~~a family member of the ~~Exchange~~director ~~Act,~~accepted any compensation from the ~~registrant~~company ~~caused~~in ~~this~~excess ~~report~~of to$120,000 beduring ~~signed~~any onperiod ~~its~~of ~~behalf~~12 byconsecutive months within the ~~undersigned~~three years preceding the independence determination (subject to certain exclusions, ~~thereunto~~including, ~~duly~~among ~~authorized.~~other things, compensation for board or board committee service);

	LAMBENT SOLUTIONS CORP.
Dated: May 4, 2012	By: /s/ Irina Dondikova
	Irina Dondikova, President and Chief Executive Officer and Chief Financial Officer

a family member of the director is, or at any time during the past three years was, an executive officer of the company;

20· the director or a family member of the director is a partner in, controlling stockholder of, or an executive officer of an entity to which the company made, or from which the company received, payments in the current or any of the past three fiscal years that exceed 5% of the recipient’s consolidated gross revenue for that year or $200,000, whichever is greater (subject to certain exclusions);

the director or a family member of the director is employed as an executive officer of an entity where, at any time during the past three years, any of the executive officers of the company served on the compensation committee of such other entity; or

the director or a family member of the director is a current partner of the company’s outside auditor, or at any time during the past three years was a partner or employee of the company’s outside auditor, and who worked on the company’s audit.

We do not have any independent directors. We do not currently have a separately designated audit, nominating or compensation committee.

Item 14. Principal Accounting Fees and Services

Audit Fees

For the Company’s fiscal year ended February 28, 2013, we were billed approximately $13,050 from Liggett, Vogt, and Webb, P.A. and $5,200 from Malone Bailey LLP for professional services rendered for the audit and review of our financial statements. For the Company’s fiscal year end February 29, 2012, we were billed approximately $7,600 for professional services rendered for the audit and review of our financial statements.

Audit Related Fees

There were no fees for audit related services for the years ended February 28, 2013 and February 29, 2012.

Tax Fees

For the Company’s fiscal years ended February 28, 2013 and February 29, 2012, we were not billed for professional services rendered for tax compliance, tax advice, and tax planning.

All Other Fees

The Company did not incur any other fees related to services rendered by our principal accountant for the fiscal years ended February 28, 2013 and February 29, 2012.

Effective May 6, 2003, the Securities and Exchange Commission adopted rules that require that before our auditor is engaged by us to render any auditing or permitted non-audit related service, the engagement be:

-approved by our audit committee; or

-entered into pursuant to pre-approval policies and procedures established by the audit committee, provided the policies and procedures are detailed as to the particular service, the audit committee is informed of each service, and such policies and procedures do not include delegation of the audit committee's responsibilities to management.

We do not have an audit committee. Our entire board of directors pre-approves all services provided by our independent auditors.

The pre-approval process has just been implemented in response to the new rules. Therefore, our board of directors does not have records of what percentage of the above fees were pre-approved. However, all of the above services and fees were reviewed and approved by the entire board of directors either before or after the respective services were rendered.

PART IV

Item 15. Exhibits, Financial Statement Schedules

Exhibit Number		Description of Exhibits
3.1(i)		Articles of Incorporation (1)
3.1(ii)		Certificate of amendment to Articles of Incorporation (2)
3.2		Bylaws (1)
10.1		Stock Purchase Agreement, dated July 25, 2012, by and among USA InvestCo Holdings, Inc. (fka Lambent Solutions Corp.), Irina Dondikova, and Charles Schoninger.(2)
31.1		Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C Section 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 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

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

**XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of this annual report or 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.

(1)	Filed as an Exhibit on Form S-1 with the SEC on March 15, 2011.
(2)	Filed as an Exhibit to Current Report on Form 8-K filed with the SEC on October 9, 2012.
(3)	Filed as an Exhibit to Current Report on Form 8-K filed with the SEC on July 31, 2012.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

Dated: June 13, 2013	By:	/s/ Charles Schoninger
		Charles Schoninger
		President, Chief Executive Officer, Chief Financial Officer, (Duly Authorized Principal Executive Officer and Principal Financial Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date

/s/ Charles Schoninger	President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and Director	June 13, 2013
Charles Schoninger	(Principal Executive Officer and Principal Financial Officer)

Filing Compare · USA InvestCo Holdings, Inc.