SECURITIES AND EXCHANGE COMMISSION,

 Plaintiff,

 v.

 KENNETH ROY WEARE,
 a/k/a ROY WEAVER,
 J&K GLOBAL MARKETING CORPORATION, and
 AAA-AUCTION.COM, INC.,

 Defendants.

 COMPLAINT

 Plaintiff Securities and Exchange Commission (Commission) alleges the following
 facts in support of its complaint:

 1. The defendants Kenneth Roy Weare, also known as Roy Weaver, and J&K
 Global Marketing Corporation are engaged in a fraudulent scheme to offer and
 sell unregistered securities in the form of $375 memberships in J&K's
 "Rent/Mortgage Free Program" to investors throughout the United States and
 other countries. The defendants are selling and have sold the securities
 through Internet websites, including www.offshoremlm.net and
 www.offshoreprfits.nu. and e-mail messages that contain materially false and
 misleading statements and which omit to state material facts concerning,
 among other things, where investors' funds are invested, the rate of return,
 and the source of funds used to pay promised earnings from the investments.
 The defendants offer monetary incentives to induce investors to use J&K's
 fraudulent promotional documents to solicit new investors. The proceeds from
 the investments are "pooled" into several bank accounts and purportedly
 invested by Weare and J&K in a high yield program that is represented to pay
 investors 600 percent return annually. In fact, Weare and J&K have since at
 least November 1999 operated a Ponzi scheme using later investors' funds to
 pay referral fees and purported earnings to earlier investors. Rather than
 investing the funds, Weare has used investors' funds to pay various J&K
 operating expenses and his personal expenses. Weare and J&K have raised
 approximately $6,437,310 from investors since November 1999.

 2. The defendants Kenneth Roy Weare and AAA-Auction.com Inc. also engaged
 in a fraudulent scheme to offer and sell securities in the form of merchandise
 "Purchase-Resale Agreements" to investors in the United States to raise funds
 to operate a live auction on the company's Internet website
 www.aaa-auction.com. The defendants sold the securities through
 telemarketers by means of offering documents prepared by Weare, which
 contain materially false and misleading statements and which omit to state
 material facts concerning, among other things, the nature of, safety of,
 potential earnings or commissions paid from the investments. Weare and
 AAA-Auction "pooled" investors' funds into at least one bank account and
 represented that they used the funds to purchase merchandise for sale on the
 Internet auction, the profits which were to pay investors earnings ranging from
 50 to 80 percent per year. However, Weare and AAA-Auction in fact used 30 to
 40 percent of the funds to pay sales commissions, and additional funds to pay
 business expenses including the purchase of computer equipment, and for
 Weare's personal expenses, including child support payments. Weare and
 AAA-Auction also failed to disclose to investors Weare's prior convictions of
 charitable fraud for misappropriating funds raised for a charity.

 3. Weare, J&K and AAA-Auction, directly or indirectly, have engaged, are
 engaged and are about to engage in transactions, acts, practices and courses
 of business which constitute violations of Section 17(a) of the Securities Act of
 1933 (Securities Act) [15 U.S.C. §§ 77e(a), 77e(c) and 77q(a)], and Section
 10(b) of the Securities Exchange Act of 1934 (Exchange Act) [15 U.S.C. § 78j(b)]
 and Rule 10b-5 [17 C.F.R. § 240.10b-5]. Weare and J&K, directly or indirectly,
 have engaged, are engaged and are about to engage in transactions, acts,
 practices and courses of business which constitute violations of Sections 5(a),
 and 5(c) of the Securities Act.

 4. Weare, J&K and AAA-Auction will, unless restrained and enjoined, continue to
 engage in the acts, practices, and courses of business alleged herein, and in
 acts, practices and courses of business of similar object and purpose.

 5. The Commission brings this action pursuant to the authority conferred upon it
 by Section 20(a) of the Securities Act [15 U.S.C. § 77t] and Section 21(d) of the
 Exchange Act [15 U.S.C. §§ 78u(d)] to restrain and enjoin the defendants, and
 each of them, from violating Sections 5(a), 5(c), and 17(a) of the Securities Act
 [15 U.S.C. §§ 77e(a), 77e(c), and 77q(a)], Section 10(b) of the Exchange Act [15
 U.S.C. § 78j(b)] and Rule 10b-5 [17 C.F.R. § 240.10b5], and granting other
 equitable relief.

 6. The defendants, and each of them, committed the violations described above
 by means of conduct which involved fraud and deceit and which created a
 significant risk of substantial losses to other persons.

 JURISDICTION AND VENUE

 7. This Court has jurisdiction over this action pursuant to Section 22(a) of the
 Securities Act [15 U.S.C. § 77v] and Sections 21(e) and 27 of the Exchange Act
 [15 U.S.C. §§78u(e) and 78aa ].

 8. Venue properly lies in this Court pursuant to Section 22(a) of the Securities
 Act [15 U.S.C. § 77v(a)], and Section 27 of the Exchange Act [15 U.S.C. § 78aa
 ].

 9. The defendants, and each of them, directly and indirectly, have made use of
 the means and instrumentalities of interstate commerce, or of the mails in
 connection with the acts, practices and courses of business alleged in this
 Complaint.

 THE DEFENDANTS

 10. Defendant Kenneth Roy Weare, age 54, is a resident of Lakewood,
 Colorado. He is also known as Roy Weaver. From approximately June 1999 to
 date, Weare, using the name Roy Weaver, was the president of J&K. From
 approximately March 1998 to date, Weare was the Chief Executive Officer and
 Chairman of the Board of Directors of AAA-Auction.

 11. Defendant J&K Global Marketing Corporation is a Colorado corporation that
 operates from offices in Lakewood, Colorado. J&K Global Marketing Corporation
 is also registered as an International Business Corporation in Belize.

 12. Defendant AAA-Auction.com, Inc. was formed by Weare to operate an
 Internet auction site at www.aaa-auction.com. AAA-Auction operated from
 offices in Aurora and Denver, Colorado. On or about September 1, 2000, the
 State of Colorado dissolved AAA-Auction.com, Inc. for failing to file an annual
 report. However, Weare continues to maintain a checking account for
 AAA-Auction.com containing investors' funds.

 J&K FRAUDULENT SCHEME

 13. Beginning in November 1999 and continuing to date, defendants J&K and
 Weare, using the name Roy Weaver, knowingly or recklessly engaged in a
 fraudulent scheme to offer and sell $375 memberships in a "Rent/Mortgage
 Free" program (Rent Free Program) that was purportedly invested in high yield
 programs from which the defendants allegedly paid the investors 600 percent
 return per year.

 14. J&K and Weare, using the name Roy Weaver, knowingly or recklessly
 posted false and misleading information about the Rent Free Program on
 offshoremlm.net and offshoreprofits.nu. Internet websites registered to Weare,
 and through e-mail messages sent to members. The websites originated from a
 computer located in Lakewood, Colorado. Investors located in the United States
 and other countries accessed the Internet websites or e-mail

 15. On the website and through e-mail messages, J&K and Weare represented
 that investors may join the Rent Free Program by paying a yearly membership
 fee of $375. Weare and J&K pooled investors' membership fees and allegedly
 invested members' funds in a "high yield program offshore." Weare and J&K
 promised that six months after joining the Rent Free Program, each member
 would be paid $375 per month or a return of 600 percent annually.

 16. Investors became members of the Rent Free Program by completing an
 application on the J&K website, and e-mailing it to J&K's office in Colorado or
 faxing it to a telephone number in Ontario, Canada. Weare and J&K confirmed
 each person's membership by a return e-mail message that assigned an
 identification number to the transaction and instructed the member to mail or
 wire transfer $375 to a particular address or bank account.

 17. In order to induce investors to solicit additional investors, Weare and J&K
 represented on the website and in e-mails that members would be paid $50 for
 each new member referred to J&K by the "sponsoring" member. Any member
 referring three additional investors would become a "Qualified Member" which
 entitled them to receive monthly payments of $1,500 rather than $375.
 According to the defendants' representations, members referring more than
 three other members would receive an additional $100 of earnings per month
 for each additional referral.

 18. To further induce members to make referrals or purchase additional
 memberships, Weare and J&K announced in April 2000 that memberships would
 be closed after 50,000 members joined the program. Weare and J&K sent an
 e-mail in or about May 2000 to members announcing a drawing in the following
 month to give away a new Chevy Suburban or $25,000 to existing members.
 Weare and J&K announced the winner on the website on July 6, 2000. On July
 7, 2000, the defendants announced a second drawing to be held on December
 1, 2000 which was to pay $15,000, $10,000 and $5,000 to the first, second and
 third place winners respectively.

 19. Beginning in or about April 2000, Weare, using the name Roy Weaver,
 announced in e-mails and subsequent updates on the website that J&K would
 accept no new members after reaching 50,000. Weare stated that after
 reaching 50,000 members, J&K would delete members who had not paid the
 $375 fee, and then re-open the program to new members for one month.

 20. On September 26, 2000 in an update on the website, Weare, using the
 name Roy Weaver, stated that at least 50,547 investors had become members
 of the Free Rent Program. Although the program was supposedly closed,
 additional members were admitted to the program on or about October 2, and
 10, 2000, and investors continued to deposit funds into the defendants' bank
 account through November 2000.

 21. Although Weare represented that over 50,000 members had joined J&K,
 bank records from three accounts into which investors funds were deposited
 show the defendants have collected approximately S6,437,310.94, which is
 substantially less than the membership fees from 50,000 members.

 22. On March 23, 2001, Weare, using the name Roy Weaver, announced that
 J&K had opened a new temporary website address at 207.42.135.131, which
 can only be accessed by paid members. He also stated that J&K was holding
 membership fees received after the date of closure of the program. A website
 posting by a J&K member on April 3,2001 states the program is on hold for
 three weeks.

 MATERIALLY FALSE AND MISLEADING PROMOTIONAL DOCUMENTS USED BY THE
 DEFENDANTS IN THE FRAUDULENT SCHEME

 23. From November 1999 to date, Weare, using the name Roy Weaver, and J&K
 have represented on the J&K websites that members' funds are invested in a
 high yield program and that the defendants have been in the trading business
 for over 12 years. In e-mails to members, Weare and J&K represent that they
 invest the members' funds almost immediately and that members receive
 annual returns of 600 percent.

 24. Weare and J&K's statements about investment of members' funds in high
 yield programs and the rate of return earned are materially false and
 misleading. In fact, the defendants did not invest membership fees in high yield
 programs; instead Weare and J&K used a portion of the funds collected from
 later investors to pay referral fees and purported earnings to early investors,
 and used the balance of the funds to pay J&K's business expenses and Weare's
 personal expenses, including purchases of clothing, limousine services, and
 medical services.

 25. Beginning in February 2000, Weare, using the name Roy Weaver, and J&K
 represented on the J&K website and in e-mails sent to members that J&K was
 forming an offshore bank in Grenada under the name LeGrande Internationale
 Bank, Ltd. The defendants represented that members would receive a
 numbered account to receive payouts from J&K, ATM and debit cards,
 certificates of deposit at higher rates than available at U.S. banks, and the
 opportunity to purchase stock in the offshore bank. Weare and J&K represented
 that over $300 million had been committed to the bank in the first month of
 opening, the bank was leasing office space in Grenada and would open about
 November 5, 2000.

 26. The defendants' statements about opening the bank were materially false
 and misleading, because they never applied for, or were granted a license to
 operate a bank in Grenada. Defendants did not disclose that members' funds
 were used to purchase software and computer programming to operate the
 bank.

 27. In or about May 2000, Weare, using the name Roy Weaver, and J&K
 induced members to join the Rent Free Program by announcing a drawing to
 award either $25,000 or a Chevy Suburban to a member in July 2000.
 Defendants failed to disclose a material fact that the funds to pay this award
 were paid out of investors' initial deposits.

 28. In May 2000, Weare, using the name Roy Weaver, and J&K represented in
 an email to investors that they had "secured an investment opportunity that
 will mature in the next 18 months that will literally earn J&K Billions of dollars
 yearly." On July 1, 2000, Weare and J&K represented on the J&K website that
 they had made investments in April and May that would pay returns in
 September and October, 2000 of 1,200 percent monthly and other investments
 that would pay 200 percent to 600 percent monthly. These statements and
 similar statements about J&K's investments were materially false and
 misleading, because Weare and J&K did not withdraw funds from J&K's bank
 accounts in April and May 2000, or on other reported dates, with which to make
 such investments. Additionally, Weare and J&K did not deposit earnings of
 1,200 percent monthly into the bank accounts commencing in September and
 October 2000, or make deposits of earnings from other investments.

 29. Weare and J&K represented that J&K did not maintain offices in the United
 States. This statement was materially false and misleading because the
 defendants operated their business from computers located in Colorado.

 30. Weare and J&K failed to disclose to investors the material fact that Weare
 has been convicted of two counts of charitable fraud.

 AAA-Auction.com FRAUDULENT SCHEME

 31. In l997, Weare organized AAA.Auction.com Inc., which was incorporated in
 Colorado in March 1998. AAA-Auction operated a website located at
 www.aaa-auction.com which allowed individuals to purchase merchandise
 through a live auction over the Internet.

 32. From inception, Weare was the Chief Executive Officer and Chairman of the
 Board of Directors of AAA.Auction.com.

 33. From at least October 1997 through May 1999, Weare and AAA-Auction
 offered and sold merchandise "Purchase-Resale Agreements," which are notes
 or investment contracts within the definition of securities in Section 2(1) of the
 Securities Act [15 U.S.C. § 77b(l)].

 34. AAA-Auction financed its operations through the sale of the Purchase Resale
 agreements to at least seventeen investors who invested at least $415,000.

 35. At Weare's instruction, Steven A. Costin, AAA-Auction's Vice President of
 Marketing and Sales, formed Cosco Capital, Inc. (Cosco) to offer and sell the
 Purchase-Resale Agreements to potential investors. In late spring 1998, Weare
 and AAA-Auction also hired Paul Dickau and Global International Marketing, Inc.
 (Global International), a California telemarketer, to offer and sell the
 Purchase-Resale Agreements to investors. Costin, Dickau and others offered
 and sold the Purchase Resale Agreements to investors by telephone
 solicitations.

 36. AAA-Auction and Weare agreed to pay Cosco thirty percent of all money it
 raised through the end of January 1998. AAA-Auction and Weare also agreed to
 pay Global International forty percent of all money it raised. AAA-Auction and
 Weare paid Cosco between $50,000.00 and $80,000.00 in commissions, and
 paid Global International at least $115,400.00 in commissions.

 37. Weare prepared the offering materials used by Cosco and Global
 International to sell the Purchase-Resale Agreements to investors.

 38. Cosco and Global International provided potential investors with the
 offering materials written by Weare, which described AAA-Auction's inventory
 finance program. To join AAA-Auction's program, investors were required to sign
 a written "Merchandise Purchase Resale Agreement" provided with the offering
 materials and to invest a minimum of $10,000 to purchase a "truckload" of
 merchandise which would be sold on AAA-Auction's live Internet auction.

 39. In return, AAA-Auction agreed to pay investors, on a quarterly basis, a fixed
 percentage of the principal amount of their investment, to be paid out of profits
 from the resale of the merchandise during live auctions on the Internet. The
 percentage return promised to investors ranged from fifty percent per annum to
 eighty percent per annum depending on the principal amount of their
 investment. AAA-Auction also promised to repay each investor's principal after
 one year.

 40. In addition, the offering materials stated that each investor's interest in the
 program was safe because it was collateralized by a "warehouse full of
 inventory" and by "all the merchandise in [AAA-Auction's] warehouse."
 AAA-Auction also promised to provide each investor with a "master inventory
 listing" describing this collateral.

 MATERIALLY FALSE AND MISLEADING AAA-AUCTION OFFERING MATERIALS USED
 IN THE FRAUDULENT SCHEME

 41. From in or about October 1997 through July 1999, AAA-Auction and Weare,
 through telemarketers at Cosco and Global International, and in AAA-Auction
 offering materials, represented that investors' funds from the merchandise
 Purchase-Resale Agreements would be used to purchase inventory.

 42. These statements were materially false and misleading because, in fact,
 AAA-Auction and Weare used investors' funds to purchase and expand
 AAA-Auction's computer infrastructure in order to prepare AAA-Auction for an
 initial public offering that ultimately never occurred. AAA-Auction and Weare also
 used investor money to cover other business operating expenses and Weare's
 personal expenses, including child support payments.

 43. From in or about October 1997 through July 1999, AAA-Auction and Weare
 made statements in AAA-Auction's offering materials that investors would
 receive a fixed percentage ranging from 50 to 80 percent of the principal
 amount of their investment, which would be paid in quarterly payments to
 investors. In the AAA-Auction offering materials, AAA-Auction and Weare also
 promised to repay each investor’s principal after one year.

 44. These statements made by AAA-Auction and Weare were materially false
 and misleading. AAA-Auction and Weare did not disclose that AAA-Auction had
 failed to generate sufficient revenues from merchandise sales to pay the
 promised returns and in fact the defendants did not pay and had not paid
 investors the promised quarterly returns nor did they repay the principal after
 one year.
 45. From in or about October 1997 through July 1999, AAA-Auction and Weare
 made statements in AAA-Auction's offering materials that each investor's
 investment was "safe" because it was "collateralized by large quantities of
 merchandise" including "all the merchandise in [AAA-Auction's] warehouse."
 AAA-Auction and Weare also promised to provide each investor with a "master
 inventory listing" describing the collateral. These statements about the safety
 of the investment were materially false and misleading because Weare and
 AAA-Auction used part of the investors' funds to pay business and personal
 expense rather than to purchase inventory. Additionally, AAA-Auction did not
 hold a large quantity of inventory to secure the investment; the inventory was
 kept in a room at AAA-Auction rather than in a warehouse as represented and
 the defendants never provided any list of the inventory to investors.

 46. Weare and AAA-Auction knew their statements in the offering materials
 about the use of investors’ funds, the rate of return to be paid, and the safety
 of the investments were false and misleading. Weare and AAA-Auction did not
 use all the funds to purchase inventory, rather they used the funds to pay
 business and personal expenses. They did not provide a detailed list of the
 merchandise purchased with each investor’s funds or a list of the collateral in
 AAA-Auction’s warehouse. AAA-Auction never held a large quantity of inventory
 to secure the investments. Merchandise was not kept in a warehouse, but
 rather in a small room at AAA-Auction’s office. AAA-Auction and Weare had sole
 control over the use of the money received from investors, and payments made
 to investors, and they knew that they did not make the promised quarterly
 payments to all the investors.

 47. AAA-Auction and Weare failed to disclose in the offering materials or in any
 other manner the material fact that AAA-Auction and Weare had agreed to pay
 commissions of 30 to 40 percent of the funds raised to Cosco or Global
 International.

 48. From in or about October 1997 through July 1999, AAA-Auction and Weare
 made statements in AAA-Auction’s offering materials that, from 1988 to 1993,
 Weare “was the founder and President of a non-profit organization assisting
 the homeless.”

 49. AAA-Auction and Weare failed to disclose in the offering materials the
 material fact that, in May 1994, Weare pled guilty to two counts of charitable
 fraud with respect to the United Children’s Foundation for misappropriating
 approximately $65,000.

 FIRST CLAIM

 WEARE AND J&K ARE VIOLATING SECTION 10(B) OF THE EXCHANGE ACT [15
 U.S.C. § 78J(B)] AND RULE 10B-5 [17 C.F.R. § 240.10B-5]

 50. Paragraphs 1 through 30 are hereby realleged and incorporated by
 reference.

 51. Weare and J&K, and each of them, directly and indirectly, by the use of the
 means and instrumentalities of interstate commerce, or of the mails, in
 connection with the purchase and sale of securities:

 (a) have employed, are employing, and are about to employ devices, schemes,
 or artifices to defraud;

 (b) have made, are making and are about to make untrue statements of
 material fact, or have omitted, are omitting and are about to omit to state
 material facts necessary in order to make the statements made, in light of the
 circumstances under which they were made, not misleading; and

 (c) have engaged in acts, practices or courses of business which have
 operated, are operating and will operate as a fraud or deceit upon other
 persons, including purchasers and sellers of such securities.

 52. By reason of the foregoing, Weare and J&K and each of them, have violated
 and are violating Section 10(b) of the Exchange Act [15 U.S.C. § 78j(b)] and
 Rule 10b-5 [17 C.F.R. § 240.10b-5].

 SECOND CLAIM

 WEARE AND J&K ARE VIOLATING SECTION 17(A) OF THE SECURITIES ACT [15
 U.S.C. § 77Q(A)]

 53. Paragraphs 1 through 30 are hereby realleged and incorporated by
 reference.

 54. Weare and J&K, and each of them, directly or indirectly, in the offer or sale
 of securities, by the use of the means or instruments of transportation or
 communication in interstate commerce or by the use of the mails:

 (a) have employed, are employing, or are about to employ devices, schemes or
 artifices to defraud;

 (b) have obtained, are obtaining or are about to obtain money or property by
 means of untrue statements of material fact and omissions to state material
 facts necessary in order to make the statements made, in light of the
 circumstances under which they were made, not misleading; and

 (c) have engaged, are engaged, or are about to engage in transactions, acts,
 practices and courses of business that operated or would operate as a fraud
 upon purchasers of securities.

 55. By reason of the foregoing, Weare and J&K, and each of them, have
 violated and are violating Section 17(a) of the Securities Act [15 U.S.C. §
 77q(a)].

 THIRD CLAIM

 WEARE AND J&K ARE VIOLATING SECTIONS 5(A) AND (C) OF THE SECURITIES
 ACT [15 U.S.C. § 77(E)]

 56. Paragraphs 1 through 30 are hereby realleged and incorporated by
 reference.

 57. From at least November 1999 to date, Weare and J&K have offered and
 sold and continue to offer and sell memberships in the Rent Free Program,
 which are investment contracts within the definition of securities in Section 2(1)
 of the Securities Act [15 U.S.C. § 77b(l)].

 58. J&K has not filed with the Commission a registration statement pursuant to
 the provisions of the Securities Act in connection with the offer and sale of
 these securities.

 59. J&K and Weare, and each of them, directly or indirectly, have made use of
 the means or instruments of transportation or communication in interstate
 commerce or of the mails

 to offer and sell securities through the use or medium of prospectus or
 otherwise when no registration statement has been filed or was in effect as to
 such securities and when no exemption from registration was available.

 60. By reason of the foregoing, Weare and J&K have violated and are violating
 Section 5(a) and (c) of the Securities Act [15 U.S.C. § 77e].

 FOURTH CLAIM

 WEARE AND AAA-AUCTION ARE VIOLATING SECTION 10(B) OF THE EXCHANGE
 ACT (15 U.S.C. § 78J(B)] AND RULE 10B-5 [17 C.F.R. § 240.10B-5]

 61. Paragraphs 1 through 49 are hereby re-alleged and incorporated by
 reference.

 62. Weare and AAA-Auction, and each of them, directly and indirectly, by the
 use of the means and instrumentalities of interstate commerce, or of the mails,
 in connection with the purchase and sale of securities:

 (a) have employed, are employing, and are about to employ devices, schemes,
 or artifices to defraud;

 (b) have made, are making and are about to make untrue statements of
 material fact, or have omitted, are omitting and are about to;omit to state
 material facts necessary in order to make the statements made, in light of the
 circumstances under which they were made, not misleading; and

 (c) have engaged in acts, practices or courses of business which have
 operated, are operating and will operate as a fraud or deceit upon other
 persons, including purchasers and sellers of such securities.

 63. By reason of the foregoing, Weare and AAA-Auction and each of them, have
 violated and are violating Section 10(b) of the Exchange Act [15 U.S.C. § 78j(b)]
 and Rule 10b5 [17 C.F.R. §240.10b-5].

 FIFTH CLAIM

 WEARE AND AAA-AUCTION ARE VIOLATING SECTION 17(A) OF THE SECURITIES
 ACT [15 U.S.C. § 77Q(A)]

 64. Paragraphs 1 through 49 are hereby realleged and incorporated by
 reference.

 65. Weare and AAA-Auction, and each of them, directly or indirectly, in the offer
 or sale of securities, by the use of the means or instruments of transportation
 or communication in interstate commerce or by the use of the mails:

 (a) have employed, are employing, or are about to employ devices, schemes or
 artifices to defraud;

 (b) have obtained, are obtaining or are about to obtain money or property by
 means of untrue statements of material fact and omissions to state material
 facts necessary in order to make the statements made, in light of the
 circumstances under which they were made, not misleading; and

 (c) have engaged, are engaged, or are about to engage in transactions, acts,
 practices and courses of business that operated or would operate as a fraud
 upon purchasers of securities.

 66. By reason of the foregoing, Weare and AAA-Auction, and each of them, have
 violated and are violating Section 17(a) of the Securities Act [15 U.S.C. §
 77q(a)].

 PRAYER FOR RELIEF

 WHEREFORE, the Commission respectfully requests that the Court:

 I.

 Find that Kenneth Roy Weare, J&K Global Marketing Corporation, and
 AAA-Auction.com, Inc. and each of them, committed the violations alleged.

 II.

 Grant as to Weare, J&K and AAA-Auction a Temporary Restraining Order,
 Preliminary Injunction, and a Permanent Injunction, restraining and enjoining
 them, and each of them, and their officers, agents, servants, employees,
 attorneys, and those persons in active concert or participation with them who
 receive actual notice by personal service or otherwise, from violating Section
 10(b) of the Exchange Act [15 U.S.C. § 78j(b)] and Rule 10b-5 [17 C.F.R. §
 240.10b-5].

 III.

 Grant as to Weare, J&K and AAA-Auction a Temporary Restraining Order,
 Preliminary Injunction, and a Permanent Injunction, restraining and enjoining
 them, and each of them, and their officers, agents, servants, employees,
 attorneys, and those persons in active concert or participation with them who
 receive actual notice by personal service or otherwise, from violating Section
 17(a) of the Securities Act of 1933 [15 U.S.C. § 77q(a)].

 IV.

 Grant as to Weare and J&K a Temporary Restraining Order, Preliminary
 Injunction, and a Permanent Injunction, restraining and enjoining them, and
 each of them, and their officers, agents, servants, employees, attorneys, and
 those persons in active concert with them who receive actual notice by personal
 service or otherwise, from, directly or indirectly, making use of the means or
 instruments of transportation or communication in interstate commerce or of the
 mails to offer and sell securities through the use or medium of prospectus or
 otherwise when no registration statement has been filed or is in effect as to
 such securities and when no exemption from registration is available in violation
 of Section 5(a) and (c) of the Securities Act of 1933 [15 U.S.C. § 77e].

 V.

 Grant orders directing Weare, J&K and AAA-Auction, and each of them, and their
 officers, agents, servants, employees and attorneys, to disgorge all illegal
 gains, together with prejudgment interest.

 VI.

 Issue orders directing Weare, J&K and AAA-Auction, and each of them, to pay
 civil money penalties pursuant to Section 20(d) of the Securities Act [15 U.S.C. §
 77t(d)], and Section 21(d)(3) of the Exchange Act [15 U.S.C. § 78u(d)(3)].

 VII.

 Grant such other relief as this Court may deem just or appropriate.

 Dated this 10th day of April 2001.

 /s/

 Leslie Hendrickson Hughes
 Margaret A. Cain
 Maria L. Sepulveda
 Dawn A. Leporati
 Securities and Exchange Commission
 1801 California Street, Suite 4800
 Denver, Colorado 80202-2648
 Telephone (303) 844-1000