USA Capital

Statement From Compass Financial Partners, LLC

About USA Investment Partners, LLC Receivership Order

(Apr. 5): On March 23, 2007 certain plaintiffs filed a complaint against USA Investment Partners, LLC ("USAIP") in the United States District Court for the Central District of California, Eastern Division (the "Court"). Three days later, on March 26, 2007, the plaintiffs filed an ex parte application seeking to have the Court appoint a receiver to take control of USAIP and its assets. On March 28, 2007 the Court entered an order (the "Receivership Order") appointing such a receiver. The Receivership Order contains broad provisions staying all civil legal proceedings, including foreclosure activities, to the extent such proceedings interfere with the Court's jurisdiction over USAIP or any of its assets. These stay provisions could possibly extend to entities in which USAIP has an ownership interest (see list below).

Bundy Canyon $1,050,000
Bundy Canyon $2,500,000
Bundy Canyon $5,000,000
Bundy Canyon $5,725,000
Bundy Canyon $7,500,000
Cabernet Highlands, LLC
Copper Sage Commerce Center Phase II
Cornmen Toltec 160, LLC
Fiesta Oak Valley (“Oak Mesa Investors, LLC”)
Fiesta USA/Stoneridge (“Capital Land Investors”)
Hesperia II (“Southern California Land”)
Southern California Land 2nd
SVRB $4,500,000
SVRB 2nd $2,325,000

The Court subsequently modified the Receivership Order on the afternoon of April 4, 2007, in order to allow certain of USAIP's creditors to file an involuntary bankruptcy petition against USAIP. Later that same afternoon certain of USAIP's creditors filed an involuntary bankruptcy petition against USAIP in the United States Bankruptcy Court of the District of Nevada (the "Bankruptcy Court"). Those creditors also immediately made an emergency motion (the "Emergency Motion") to: (1) appoint an interim trustee over USAIP's assets; and (2) restrict USAIP's operations pending the appointment of such a trustee. The Bankruptcy Court has yet to enter an order on the Emergency Motion and, as a result, it remains unclear what impact such an order would have on USAIP or the entities in which USAIP holds an interest.



Statement From Compass Financial Partners, LLC About USA Investment Partners, LLC Receivership Order (Apr. 5): On March 23, 2007 certain plaintiffs filed a complaint against USA Investment Partners, LLC ("USAIP") in the United States District Court for the Central District of California, Eastern Division (the "Court"). Three days later, on March 26, 2007, the plaintiffs filed an ex parte application seeking to have the Court appoint a receiver to take control of USAIP and its assets. On March 28, 2007 the Court entered an order (the "Receivership Order") appointing such a receiver. The Receivership Order contains broad provisions staying all civil legal proceedings, including foreclosure activities, to the extent such proceedings interfere with the Court's jurisdiction over USAIP or any of its assets. These stay provisions could possibly extend to entities in which USAIP has an ownership interest (see list below). Bundy Canyon $1,050,000 Bundy Canyon $2,500,000 Bundy Canyon $5,000,000 Bundy Canyon $5,725,000 Bundy Canyon $7,500,000 Cabernet Highlands, LLC Copper Sage Commerce Center Phase II Cornmen Toltec 160, LLC Fiesta Oak Valley (“Oak Mesa Investors, LLC”) Fiesta USA/Stoneridge (“Capital Land Investors”) Hesperia II (“Southern California Land”) Southern California Land 2nd SVRB $4,500,000 SVRB 2nd $2,325,000 The Court subsequently modified the Receivership Order on the afternoon of April 4, 2007, in order to allow certain of USAIP's creditors to file an involuntary bankruptcy petition against USAIP. Later that same afternoon certain of USAIP's creditors filed an involuntary bankruptcy petition against USAIP in the United States Bankruptcy Court of the District of Nevada (the "Bankruptcy Court"). Those creditors also immediately made an emergency motion (the "Emergency Motion") to: (1) appoint an interim trustee over USAIP's assets; and (2) restrict USAIP's operations pending the appointment of such a trustee. The Bankruptcy Court has yet to enter an order on the Emergency Motion and, as a result, it remains unclear what impact such an order would have on USAIP or the entities in which USAIP holds an interest.
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