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U.S. Securities and Exchange Commission

UNITED STATES OF AMERICA
Before the
SECURITIES AND EXCHANGE COMMISSION

SECURITIES ACT OF 1933
Release No. 7962 / March 6, 2001

ADMINISTRATIVE PROCEEDING
File No. 3-10436


In the Matter of

Thermotek International, Inc. and
Harold D. Massner,

Respondents.


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ORDER INSTITUTING PUBLIC
CEASE-AND-DESIST PROCEEDINGS
PURSUANT TO SECTION 8A OF THE
SECURITIES ACT OF 1933, MAKING
FINDINGS, AND IMPOSING A
CEASE-AND-DESIST ORDER

I.

The Securities and Exchange Commission ("Commission") deems it appropriate and in the public interest that public cease-and-desist proceedings be instituted against Thermotek International, Inc. ("TTKI") and Harold D. Massner ("Massner") (together the "Respondents") pursuant to Section 8A of the Securities Act of 1933 ("Securities Act").

In anticipation of the institution of these cease-and-desist proceedings, Respondents have submitted an Offer of Settlement ("Offer"), which the Commission has determined to accept. Solely for the purpose of these proceedings and any other proceedings brought by or on behalf of the Commission or in which the Commission is a party, and without admitting or denying the findings herein, except that they admit the jurisdiction of the Commission over them and over the matters set forth herein, Respondents consent to the entry of this Order Instituting Public Cease-And-Desist Proceedings Pursuant to Section 8A of the Securities Act of 1933, Making Findings, and Imposing a Cease-and-Desist Order (the "Order") by the Commission.

Accordingly, IT IS ORDERED that proceedings pursuant to Section 8A of the Securities Act be, and hereby are, instituted.

II.

On the basis of this Order and the Offer submitted by the Respondents, the Commission finds1 that:

A. TTKI is Delaware corporation based in Burlington, Iowa claiming to have developed a technological process that takes organic substances from waste and converts them into useable products such as fuel, charcoal, and electricity. To date, the process has not been installed or used in any facility for any sustained period of time and TTKI has never realized any revenues from it;

B. Massner, age 63, resides in Burlington, Iowa and at all relevant times was the president and controlling shareholder of TTKI. Massner received a patent in 1992 for an apparatus that allegedly decomposes municipal waste and such patent rights are licensed to TTKI;

C. On July 31, 1997, TTKI completed an offering pursuant to Rule 504 of Regulation D of the Securities Act. On October 27, 1998, TTKI entered into a reverse merger agreement with a public shell corporation and on June 28, 2000 began trading in the over-the-counter ("OTC") market with market makers published in the National Quotation Bureau pink sheets ("pink sheets");

D. Acting on behalf of TTKI, Massner caused shares of TTKI common stock that had previously been distributed to investors pursuant to the Regulation D offering to be returned to TTKI. On or about March 1, 2000, TTKI sold to Lloyd E. Wollmershauser ("Wollmershauser"), 16,000 shares of such common stock for $4,000 ($0.25 per share). On June 15, 2000, TTKI sold to Wollmershauser, pursuant to a promissory note, an additional two million shares of such common stock for $800,000 ($0.40 per share). Massner expected that Wollmershauser would have to sell TTKI shares in order to pay the promissory note and, Wollmershauser did sell TTKI shares on June 28 and June 29, 2000; and

E. Section 5 of the Securities Act requires the registration of all securities, subject to certain exemptions. Section 5(a) prohibits the sale of securities or the delivery of securities after a sale through jurisdictional means unless a registration statement is in effect as to such securities. Section 5(c) of the Securities Act, in part, prohibits the use of jurisdictional means to offer to sell securities unless a registration statement has been filed. TTKI and Massner, through the use of the means or instruments of transportation or communication in interstate commerce or the mails, offered to sell or sold securities to Wollmershauser, or, directly and indirectly, carried or caused such securities to be carried through the mails or in interstate commerce, for the purpose of sale or for delivery after sale. No registration statement has been filed with the Commission or has been in effect with respect to the securities sold to Wollmershauser, and the securities are not exempt from registration. By reason of the foregoing, TTKI and Massner willfully violated Sections 5(a) and 5(c) of the Securities Act.

III.

On the basis of the foregoing, the Commission deems it appropriate to impose the sanctions specified in the Respondents' Offer.

Accordingly, IT IS ORDERED that: Pursuant to Section 8A of the Securities Act, TTKI and Massner cease and desist from committing or causing any violation and any future violation of Sections 5(a) and 5(c) of the Securities Act.

By the Commission.

Jonathan G. Katz
Secretary


Footnote
1 The findings herein are made pursuant to Respondents' Offer of Settlement and are not binding on any other person or entity in this or any other proceeding.

http://www.sec.gov/litigation/admin/33-7962.htm


Modified: 03/09/2001