UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Securities Exchange Act of 1934
Release No. 47334 / February 10, 2003

   Administrative Proceeding
   File No. 3-11037

   SEC INSTITUTES ADMINISTRATIVE PROCEEDING AGAINST WILLIAM E. KRAEMER
   BASED ON ENTRY OF JUDGMENT IN MANGANESE MINE STOCK FRAUD CASE

   The Securities and Exchange Commission today instituted an
   administrative proceeding against William E. Kraemer, formerly of
   Bethlehem, Pennsylvania and a current resident of Europe, based on the
   entry of an injunction against him in a civil fraud case the
   Commission filed against him in (Civil Action Number 01-358-ML (D.
   RI.). In the Order Instituting Administrative Proceedings ("Order"),
   the Division of Enforcement alleges that, on September 18, 2002, the
   United States District Court for the District of Rhode Island entered
   a final judgment by default against Kraemer. The final judgment
   permanently enjoins Kraemer from future violations of the antifraud
   provisions of the federal securities laws. The final judgment further
   requires Kraemer to pay a total of $471,408 in disgorgement,
   prejudgment interest and penalties.

   According to the Order, the Commission filed a civil injunctive action
   against Kraemer and others in the Rhode Island federal court on July
   30, 2001, alleging that Kraemer participated in a scheme that utilized
   a variety of materially false and misleading statements to induce 14
   investors to invest a total of approximately $240,000 in Prexomet, a
   now defunct Smithfield, Rhode Island-based corporation. According to
   the complaint, between January and September 1997, Kraemer solicited
   investments in Prexomet by falsely claiming, among other things, that
   (1) Prexomet owned a valuable mine in Arizona when, in fact, neither
   Prexomet, Kraemer nor any of the other defendants owned any mine; (2)
   Prexomet would conduct an initial public offering ("IPO") within a few
   weeks or months when, in fact, neither Prexomet, Kraemer nor any of
   the other defendants ever filed any document with the Commission
   concerning a proposed IPO or spent any funds in preparation for an
   IPO; (3) an investment in Prexomet's pre-IPO stock was risk-free when,
   in fact, an investment in Prexomet was highly risky because the
   company had no real assets or business prospects; and (4) soon after
   the IPO, investors who paid $1 per share for pre-IPO Prexomet stock
   would be able to resell it for $5 per share to Prexomet or a third
   party when, in fact, there was no reasonable basis for such a claim.
   According to the complaint, the investors have not recovered any
   portion of their original investment and have not received any of the
   promised returns. According to the Order, the Commission's complaint