UNITED STATES OF AMERICA
before the
SECURITIES AND EXCHANGE COMMISSION

SECURITIES ACT OF 1933
Release No. 7893 / September 21, 2000

ADMINISTRATIVE PROCEEDING
File No. 3-10292

E-Invest, Inc., formerly known as, Ashtin Kelly & Co. ("Ashtin") has submitted a letter, dated August 22, 2000, for waiver of the disqualification from the exemption under Regulation E arising from Ashtin's settlement of an administrative proceeding commenced by Commission. On September 21, 2000, pursuant to Ashtin's Offer of Settlement, the Commission issued an Order Instituting Administrative and Cease-and-Desist Proceedings, Making Findings and Imposing Remedial Sanctions ("Order") against Ashtin. Under the Order, the Commission found that Ashtin willfully violated, and committed or caused violations of, Section 5(a) of the Securities Act of 1933 ("Securities Act") and Sections 15(c)(3), 17(a) of the Securities Exchange Act of 1934 ("Exchange Act") and Rules 15c3-1, 17a-3, 17a-5 and 17a-11 promulgated thereunder.

In the Order, the Commission: (1) censures Ashtin; (2) requires Ashtin to cease and desist from committing or causing any violations and any future violations of Section 5(a) of the Securities Act and Sections 15(c)(3), 17(a) of the Exchange Act and Rules 15c3-1, 17a-3, 17a-5 and 17a-11, promulgated thereunder; and (3) orders Ashtin to pay a civil penalty of $20,000.

The Regulation E exemption is not available for the securities of an issuer if a director, officer, principal security holder, investment adviser or underwriter of the securities to be offered, or any partner, director or officer of such investment adviser or underwriter, is the subject to a Commission order pursuant to Section 15(b) of the Exchange Act. See Rule 602(c)(3) under the Securities Act. The Commission may waive the disqualification upon a showing of good cause. See Rule 602(e).

Based upon the representations set forth in Ashtin's request, the Commission has determined that a showing of good cause has been made pursuant to Rule 602(e) and that the request for a waiver of the disqualification should be granted.

Accordingly, IT IS ORDERED, pursuant to Rule 602(e) under the Securities Act, that a waiver from the application of the disqualification provision of Rule 602(c)(3) under the Securities Act resulting from the entry of the Order is hereby granted.

By the Commission.

Jonathan G. Katz

Secretary

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