UNITED STATES OF AMERICA
Before the
SECURITIES AND EXCHANGE COMMISSION
SECURITIES ACT OF 1933
Release No. 8000 / August 14, 2001
ADMINISTRATIVE PROCEEDING
File No. 3-10558
_________________________________________________________________
In the Matter of
Joan L. Fleener, JMC International, Inc.,
Carolla S.R. Hopkins and Northstar, Inc.,
Respondents.
_________________________________________________________________
ORDER INSTITUTING CEASE-
AND-DESIST PROCEEDINGS
PURSUANT TO SECTION 8A
OF THE SECURITIES ACT
OF 1933, MAKING FINDINGS
AND ORDERING RESPONDENTS
TO CEASE AND DESIST
I.
The Securities and Exchange Commission (Commission) deems it
appropriate that cease-and-desist proceedings be instituted pursuant
to Section 8A of the Securities Act of 1933 (Securities Act) against
Joan L. Fleener (Fleener), JMC International, Inc. (JMC), Carolla S.R.
Hopkins (Hopkins) and Northstar, Inc. (Northstar) (collectively,
Respondents).
In anticipation of the institution of these cease-and-desist
proceedings, Respondents have submitted Offers of Settlement (Offers),
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 to which the Commission is a party, and without
admitting or denying the Commission's findings, except as to
jurisdiction and those findings contained in paragraphs III.A. and
III.B. below, which are admitted, Respondents, by their Offers,
consent to the entry of this Order Instituting Cease-and-Desist
Proceedings Pursuant To Section 8A of the Securities Act of 1933,
Making Findings And Ordering Respondents To Cease And Desist (Order).
SNIPPETS:
SECURITIES AND EXCHANGE COMMISSION
Joan L. Fleener, JMC International, Inc., Carolla S.R. Hopkins and Northstar, Inc.,
ORDER INSTITUTING CEASE-AND-DESIST PROCEEDINGS PURSUANT TO SECTION 8A OF THE SECURITIES ACT
MAKING FINDINGS AND ORDERING RESPONDENTS TO CEASE AND DESIST
Solely for the purpose of this proceeding and any other proceeding brought by or on behalf of
below, which are admitted, Respondents, by their Offers, consent to the entry of this Order
Fleener, age 61, is a resident of San Bruno, California.
Fleener was the President and Chief Executive Officer of JMC.
At all relevant times, Hopkins was a Vice President and the Secretary of Northstar, Inc..
Northstar and others also prepared a private placement memorandum for the Northstar bond.
The corporation has no assets or apparent business.
Northstar issued one of the two bonds in question.
Neither Northstar nor its securities are registered with the Commission in any capacity.
Among other things, Respondents prepared and disseminated private placement memoranda for the
ice Bureau to assign the bonds corporate bond identification numbers, and Reuters America, Inc., to
Respondents undertook these acts with full knowledge that the bonds were not backed by any
Specifically, in the offer of these bonds, the promoters made material misrepresentations
The promoters also omitted to state material facts including, among other things, that the
both the promoters and the offshore company through which they offered the bonds violated
Accordingly, IT IS HEREBY ORDERED, pursuant to Section 8A of the Securities Act, that
The Commission's Complaint seeks a permanent injunction against the defendants against future
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