Peter C. Restivo

Securities Exchange Act of 1934
Release No. 46867 / November 21, 2002

Administrative Proceeding
File No. 3-10942

I.

The Securities and Exchange Commission ("Commission") deems it appropriate in the public interest that public administrative proceedings be instituted against Peter C. Restivo ("Restivo"), pursuant to Section 15(b) of the Securities Exchange Act of 1934 ("Exchange Act").

II.

In anticipation of the institution of these administrative proceedings, Restivo has submitted an Offer of Settlement of Peter C. Restivo ("Offer"), which the Commission has determined to accept. Solely for the purpose of these proceedings, and any other proceedings brought by or on behalf of the Commission or in which the Commission is a party, and without admitting or denying the findings set forth herein, except as to the Commission's jurisdiction over him and the subject matter of these proceedings, and the findings set forth in Paragraphs III.A. and III.B., below, which are admitted, Restivo consents to the entry of this Order Instituting Administrative Proceedings, Making Findings and Imposing Remedial Sanctions pursuant to Section 15(b) of Securities Act of 1934 ("Order").

Accordingly, IT IS HEREBY ORDERED that public administrative proceedings be, and hereby are, instituted against Restivo pursuant to Section 15(b) of the Exchange Act.

III.

On the basis of this Order and Restivo's Offer, the Commission finds that:

A. From December 1998 through, at least, February 2000, Restivo was President and CEO of, and associated with, Peter Restivo, Inc. d/b/a U.S. Funding ("U.S. Funding"), a New York corporation functioning as a broker-dealer, but not registered with the Commission pursuant to Section 15 of the Exchange Act. Between October 2000 and June 2002, Restivo was associated with 1st Freedom Securities LLC, a broker-dealer formed by Restivo and others and registered with the Commission pursuant to Section 15 of the Exchange Act;

B. A permanent injunction was entered against Restivo on October 15, 2002 by the United States District Court for the Eastern District of New York, in an action captioned Securities and Exchange Commission v. Emsanet Internet Services, Inc., et al., Civ. 02-532 (ADS) ("Injunctive Action"), which permanently enjoined Restivo from future violations of Sections 5(a), 5(c) and 17(a) of the Securities Act of 1933 ("Securities Act") and Sections 15(a)(1) and 10(b) of the Exchange Act and Rule 10b-5 thereunder;

C. In the Injunctive Action, the Commission's complaint alleged, inter alia, that between March 1999 and February 2000, Restivo and others sold the securities of Emsanet Internet Services, Inc. ("Emsanet"). In connection with the sale of Emsanet's securities, Restivo made materially false and misleading statements to Emsanet investors. Moreover, Restivo acted as a broker-dealer without being registered with the Commission and sold and offered to sell Emsanet securities without filing a registration statement and without a registration statement being in effect.

IV.

Based on the foregoing, the Commission deems it appropriate in the public interest to impose the sanctions specified in Restivo's Offer.

Accordingly, IT IS HEREBY ORDERED, that pursuant to Section 15(b) of the Exchange Act, Restivo be, and hereby is, barred from association with any broker or dealer.

For the Commission, by its Secretary, pursuant to delegated authority.

Jonathan G. Katz
Secretary