UNITED STATES OF AMERICA
Before the
SECURITIES AND EXCHANGE COMMISSION

SECURITIES EXCHANGE ACT OF 1934
Release No. 44137 / March 30, 2001

ADMINISTRATIVE PROCEEDING
File No. 3-10449

In the Matter of MARK R. AVILA and STEPHEN R. KEENUM, Respondents.

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ORDER INSTITUTING PUBLIC ADMINISTRATIVE PROCEEDING, MAKING FINDINGS AND IMPOSING REMEDIAL SANCTIONS

I.

The Securities and Exchange Commission ("Commission") deems it appropriate in the public interest and for the protection of investors that a public administrative proceeding pursuant to Section 15(b) of the Securities Exchange Act of 1934 ("Exchange Act") be instituted against Respondents Mark R. Avila ("Avila") and Stephen R. Keenum ("Keenum") (collectively referred to as the "Respondents").

II.

In anticipation of the institution of this administrative proceeding, the Respondents have each submitted an Offer of Settlement ("Offer"), which the Commission has determined to accept. Solely for the purpose of this proceeding and any other proceeding brought by or on behalf of the Commission, or in which the Commission is a party, and without admitting or denying the findings contained herein, except that each Respondent admits the entry of permanent injunctions against him as set forth in paragraph III.C. below and the jurisdiction of the Commission over them and over the subject matter of this proceeding, the Respondents by their Offers consent to the entry of this Order Instituting Public Administrative Proceeding, Making Findings and Imposing Remedial Sanctions ("Order") set forth below.

Accordingly, IT IS ORDERED that a proceeding pursuant to Section 15(b) of the Exchange Act be, and hereby is, instituted.

III.

On the basis of this Order and the Offers submitted by the Respondents, the Commission finds that:

A. Avila resides in Woodland Hills, California. Avila has held Series 22, 62, and 63 securities licenses. From March 1990 through October 1992, Avila was associated with a registered broker-dealer. From December 1995 to July 1997, Avila was associated with Papa Holdings, Inc., an unregistered broker-dealer.

B. Keenum resides in Frazier Park, California. Keenum has held Series 22, 62, and 63 securities licenses. From January 1992 through July 1993, Keenum was associated with various registered broker-dealers. From December 1995 to December 1996, Keenum was associated with Papa Holdings Inc., an unregistered broker-dealer.

C. On March 13, 2001, Avila and Keenum were permanently enjoined from violations of Sections 5(a), 5(c) and 17(a) of the Securities Act and Sections 10(b) and 15(a) of the Exchange Act and Rule 10b-5 thereunder, by the United States District Court for the Central District of California in SEC v. Topz 3, LLC, et al., CV-00-12763 R (SHx). On March 13, 2001, Avila and Keenum were permanently enjoined from violations of the above provisions of the Securities Act and Exchange Act in SEC v. Naughton, et al., CV-00-07531 R (Ex)(C.D. Cal.). Avila and Keenum consented to the entry of the permanent injunctions without admitting or denying the allegations in the Commission's Complaints.

D. The Commission's Complaint filed in SEC v. Topz 3, LLC, et al. alleges that the defendants, including Avila and Keenum, at various times engaged in the offer, purchase and sale of Topz 3, LLC ("Topz 3") securities in violation of the securities registration, antifraud and broker-dealer registration provisions of the federal securities laws. The Complaint further alleges that in connection with the offer, purchase and sale of these securities, the defendants, including Avila and Keenum, misled the investors with financial projections for which they had no basis and failed to disclose that a substantial portion of Topz 3 investors' funds would be used to pay business expenses and investor distributions in prior related offerings.

E. The Commission's Complaint filed in SEC v. Naughton, et al. alleges that the defendants, including Avila and Keenum, at various times engaged in the offer, purchase and sale of securities in the form of preferred stock in Papa Holdings, Inc. and/or four of its restaurant subsidiaries in violation of the registration, antifraud and broker-dealer registration provisions of the federal securities laws. The Complaint further alleges that in connection with the offer, purchase and sale of these securities, the defendants, including Avila and Keenum, made material misrepresentations or omissions of material fact concerning the amount of commissions paid to them.

IV.

Based on the foregoing, the Commission deems it appropriate in the public interest for the protection of the investors to accept the Offers submitted by Avila and Keenum and impose the sanctions specified in the Offers.

Accordingly, IT IS HEREBY ORDERED that the Avila and Keenum be, and hereby are, barred from association with any broker or dealer, with the right to reapply for association after five years to the appropriate self-regulatory organization, or if there is none, to the Commission.

By the Commission.

Jonathan G. Katz
Secretary