William E. Kraemer

SECURITIES EXCHANGE ACT OF 1934
Release No. 49765 / May 25, 2004

ADMINISTRATIVE PROCEEDING
File No. 3-11037

The Securities and Exchange Commission ("Commission") instituted this proceeding, pursuant to Section 15(b) of the Securities Exchange Act of 1934 ("Exchange Act"), on February 10, 2003. The Order Instituting Proceedings ("OIP") alleged that Respondent Kraemer was, at all relevant times, founder, owner, chairman and chief executive officer of Prexomet Corporation ("Prexomet"), and that the Commission filed a complaint alleging that Respondent Kraemer participated in a scheme that used materially false and misleading statements to induce investors to invest in the common stock of Prexomet, a penny stock. The OIP further alleged that the United States District Court for the District of Rhode Island entered a final judgment by default permanently enjoining Respondent Kraemer from future violations of Section 17(a) of the Securities Act of 1933 and Section 10(b) of the Exchange Act and Rule 10b-5 thereunder, and ordered Respondent Kraemer to pay disgorgement, along with prejudgment interest, in the total amount of $279,245, and a civil monetary penalty in the amount of $192,163. SEC v. Kraemer, Civil Action Number 01-358-ML (Sept. 18, 2002).

Respondent Kraemer failed to answer the OIP. In response to a Motion For Default, I issued an Order Making Findings and Imposing Sanctions By Default ("Default Order") against Respondent Kraemer on April 10, 2003. William E. Kraemer, 79 SEC Docket 3826. The Default Order barred Respondent Kraemer from being associated with a broker or dealer and from participating in any offering of penny stock pursuant to Section 15(b)(6) of the Exchange Act.

On April 30, 2004, the Division of Enforcement ("Division") filed a Motion to Modify Order Making Findings and Imposing Sanctions by Default ("Motion"). The Motion represents that the Commission did not authorize the Division to seek a bar against association with a broker or dealer, so that Respondent Kraemer can only be barred only from participating in an offering of penny stock.

I affirm the findings set forth in the Default Order issued April 10, 2003. William E. Kraemer, 79 SEC Docket 3826. Those finding, which reflect the allegations in the OIP, do not allege that Respondent Kraemer is associated or is seeking to become associated, or at the time of the misconduct was associated or seeking to become associated with a broker or dealer. Accordingly, I GRANT the Division's Motion and remove the bar from association with a broker or dealer. Pursuant to Section 15(b) of the Exchange Act, Respondent Kraemer remains barred from participating in an offering of penny stock.