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U.S. Securities and Exchange Commission

UNITED STATES OF AMERICA
Before the
SECURITIES AND EXCHANGE COMMISSION

SECURITIES EXCHANGE ACT OF 1934
Release No. 44873 / September 28, 2001

ADMINISTRATIVE PROCEEDING
File No. 3-10599


In the Matter of

GEORGE T. HELM, JR.

Respondent


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ORDER INSTITUTING PROCEEDINGS
MAKING FINDINGS AND IMPOSING
REMEDIAL SANCTIONS PURSUANT
TO SECTION 15(b)(6) OF THE
SECURITIES EXCHANGE ACT OF 1934

I.

The United States Securities and Exchange Commission ("Commission") deems it appropriate and in the public interest that public administrative proceedings be instituted pursuant to Section 15(b)(6) of the Securities Exchange Act of 1934 ("Exchange Act") against George T. Helm, Jr. ("Helm" or "Respondent").

II.

In anticipation of the institution of these proceedings, the Respondent has 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 Commission's findings set forth herein, except those findings pertaining to the jurisdiction of the Commission over him and over the subject matter of these proceedings, and the entry of a permanent injunction as described in Section III, paragraph D, below, which he admits, the Respondent consents to the entry of this Order Instituting Proceedings, Making Findings and Imposing Remedial Sanctions Pursuant to Section 15(b)(6) of the Securities Exchange Act of 1934 ("Order").

Accordingly, IT IS HEREBY ORDERED that public administrative proceedings be, and hereby are, instituted against Respondent pursuant to Section 15(b)(6) of the Exchange Act.

III.

On the basis of this Order and the Respondent's Offer, the Commission finds that:

A. Helm, 62, was, from at least June 1995 to February 2000, the secretary and treasurer of Prexomet Corporation. From November 1989 until July 1998, Helm was a registered representative of Royal Alliance Associates, Inc., a broker-dealer headquartered in New York City. From July 1998 until December 1999, Helm served as a registered representative of SII Investments, Inc., a Wisconsin-based broker-dealer. Helm, who resides in North Smithfield, Rhode Island, is not currently associated with any broker or dealer.

B. On July 30, 2001, the Commission filed a complaint in the United States District Court for the District of Rhode Island against Helm and three other individuals, SEC v. Kraemer, et al. (Civil Action No.01-CV-358), alleging that Helm violated the antifraud provisions of Section 17(a) of the Securities Act of 1933 ("Securities Act") and Section 10(b) of the Exchange Act and Rule 10b-5 thereunder. The complaint alleged that Helm played a substantial role in fraudulently inducing investments in Prexomet Corporation by, among other things, misrepresenting to potential investors that: (1) Prexomet had a significant ownership interest in a manganese ore mine; (2) an initial public offering ("IPO") of Prexomet stock was imminent; and (3) shortly following the IPO, investors who had purchased Prexomet's pre-IPO shares at $1 per share would be able to sell those shares at $5 apiece.

C. Through the conduct described in Section III, paragraph B above, Helm participated in an offering of penny stock.

D. On April 10, 2001, without admitting or denying any of the allegations in the complaint, except as to jurisdiction, which he admitted, Helm consented to the entry of a Judgment As To Defendant George T. Helm, Jr. ("Judgment"). On August 1, 2001, the United States District Court for the District of Rhode Island entered the judgment: (i) permanently enjoining Helm from, directly or indirectly, violating Section 17(a) of the Securities Act and Section 10(b) of the Exchange Act and Rule 10b-5 thereunder; and (ii) ordering Helm to pay a civil monetary penalty of $20,000.

IV.

Based on the foregoing, the Commission deems it appropriate and in the public interest to accept Respondent's Offer and to impose the sanctions agreed to in the Offer.

Accordingly, IT IS HEREBY ORDERED, effective immediately, that:

Helm be, and hereby is, barred from association with any broker or dealer, with the right to reapply for association after three years to the appropriate self-regulatory organization, or, if there is none, to the Commission; and

Helm be, and hereby is, barred from participating in any offering of penny stock, including: acting as a promoter, finder, consultant, agent, or other person who engages in activities with a broker, dealer or issuer for purposes of the issuance or trading in any penny stock; or inducing or attempting to induce the purchase or sale of any penny stock.

By the Commission.

Jonathan G. Katz
Secretary


http://www.sec.gov/litigation/admin/34-44873.htm


Modified: 10/02/2001