FINAL JUDGMENT AS TO DEFENDANT USA REAL ESTATE FUND, INC. and DEFENDANT DANIEL F. PETERSON

LONNY R. SUKO, District Judge.

This matter came before the Court on Plaintiff Securities and Exchange Commission's (the "Commission" or the "SEC") Motion for Default Judgment as to Defendant USA Real Estate Fund 1, Inc. ("USA Fund") and for Final Judgment as to Daniel F. Peterson. Based upon the submissions of the parties, the materials in the record, and good cause appearing therefrom, the Court finds:

1. Defendant USA Fund is in default and the Clerk is directed to enter defendant USA Fund's default.

2. The Commission has demonstrated that a default judgment against Defendant USA Fund is appropriate, and on this basis, the Court finds that defendant USA Fund violated Section 10(b) of the Securities Exchange Act, 15 U.S.C. § 78j(b), and Exchange Act Rule 10b-5, 17 C.F.R. § 240.10b-5, and Section 17(a) of the Securities Act, 15 U.S.C. § 77q(a), as alleged in the complaint. The SEC's motion for default judgment is therefore GRANTED.

3. The Commission has also demonstrated that, unless restrained or enjoined, defendants have each engaged in, and are both likely again to engage in, transactions, acts, practices and courses of business which constitute violations of the federal securities laws, namely Section 10(b) of the Exchange Act and Rule 10b-5, and Section 17(a) of the Securities Act. Accordingly, after considering the appropriate equitable considerations and giving weight to the public's interest, the SEC's motion for final judgment against Defendant Peterson, and the motion for default judgment against Defendant USA Fund, ECF No. 60, are hereby GRANTED.

IT IS THEREFORE ORDERED:

I.

Defendant Daniel F. Peterson, his agents, servants, employees, attorneys, and those persons in active concert or participation with any of them, who receive actual notice of this Final Judgment, by personal service or otherwise, and each of them, are permanently restrained and enjoined from directly or indirectly participating in the issuance, offer, or sale of any security of USA Real Estate Fund 1, Inc. and its subsidiaries.

II.

Defendant Daniel F. Peterson, his agents, servants, employees, attorneys, and those persons in active concert or participation with any of them, who receive actual notice of this Final Judgment, by personal service or otherwise, and each of them, are permanently restrained and enjoined from directly or indirectly soliciting any person or entity to purchase or sell any security.

III.

Defendant Daniel F. Peterson and USA Real Estate Fund 1, Inc., and each of their respective agents, servants, employees, attorneys, and those persons in active concert or participation with any of them, who receive actual notice of this Final Judgment, by personal service or otherwise, and each of them, are permanently restrained and enjoined from directly or indirectly, by the use of any means or instrumentality of interstate commerce, or of the mails, or of any facility of any national securities exchange:

IV.

Defendant Daniel F. Peterson and USA Real Estate Fund 1, Inc., and each of their respective agents, servants, employees, attorneys, and those persons in active concert or participation with any of them, who receive actual notice of this Final Judgment, by personal service or otherwise, and each of them, are permanently restrained and enjoined from, in the offer or sale of any securities, by the use of any means or instruments of transportation or communication in interstate commerce or by the use of the mails, directly or indirectly:

V.

IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that Defendant Daniel F. Peterson and USA Real Estate Fund 1, Inc., and each of them, are jointly and severally liable for disgorging ill-gotten gains $435,495, together with prejudgment interest thereon in the amount of $1,394.70, for a total disgorgement of $436,889.70. Defendants shall make payment of the total amount within thirty (30) days by certified check, bank cashier's check, or United States postal money order payable to the Securities and Exchange Commission and shall be delivered or mailed to the Office of Financial Management, Securities and Exchange Commission, Operations Center, 6432 General Green Way, Mail Stop 0-3, Alexandria, Virginia 22312, and shall be accompanied by a letter identifying Defendant Daniel F. Peterson or USA Real Estate Fund 1, Inc. as a defendant in this action; setting forth the title and civil action number of this action and the name of this Court; and specifying that payment is made pursuant to this Final Judgment. Defendants shall pay post-judgment interest on any delinquent amounts pursuant to 28 USC § 1961. The Commission shall remit the funds paid pursuant to this paragraph to the United States Treasury.

VI.

IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that Defendant Daniel F. Peterson shall pay a civil penalty in the amount of $105,000.00 pursuant to Section 21(d) of the Exchange Act [15 U.S.C. § 78u(d)] and Section 20(d) of the Securities Act [15 U.S.C. § 77t(d)]. Defendant shall make this payment within thirty (30) business days after entry of this Final Judgment by certified check, bank cashier's check, or United States postal money order payable to the Securities and Exchange Commission. The payment shall be delivered or mailed to the Office of Financial Management, Securities and Exchange Commission, Operations Center, 6432 General Green Way, Mail Stop 0-3, Alexandria, Virginia 22312, and shall be accompanied by a letter identifying Daniel F. Peterson as a defendant in this action; setting forth the title and civil action number of this action and the name of this Court; and specifying that payment is made pursuant to this Final Judgment. Defendant shall pay post-judgment interest on any delinquent amounts pursuant to 28 USC § 1961. The Commission shall remit the funds paid pursuant to this paragraph to the United States Treasury.

VII.

IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that Defendant USA Real Estate Fund 1, Inc. shall pay a civil penalty in the amount of $105,000.00 pursuant to Section 21(d) of the Exchange Act [15 U.S.C. § 78u(d)] and Section 20(d) of the Securities Act [15 U.S.C. § 77t(d)]. Defendant shall make this payment within thirty (30) business days after entry of this Final Judgment by certified check, bank cashier's check, or United States postal money order payable to the Securities and Exchange Commission. The payment shall be delivered or mailed to the Office of Financial Management, Securities and Exchange Commission, Operations Center, 6432 General Green Way, Mail Stop 0-3, Alexandria, Virginia 22312, and shall be accompanied by a letter identifying USA Real Estate Fund 1, Inc. as a defendant in this action; setting forth the title and civil action number of this action and the name of this Court; and specifying that payment is made pursuant to this Final Judgment. Defendant shall pay post-judgment interest on any delinquent amounts pursuant to 28 USC § 1961. The Commission shall remit the funds paid pursuant to this paragraph to the United States Treasury.

The Clerk of the Court is directed to enter this order, forward copies to counsel of record and CLOSE THE FILE.