UNITED STATES OF AMERICA

Before the

SECURITIES AND EXCHANGE COMMISSION

SECURITIES ACT OF 1933

Release No. 10530 / August 14, 2018

SECURITIES EXCHANGE ACT OF 1934

Release No. 83839 / August 14, 2018

ADMINISTRATIVE PROCEEDING

File No. 3-18641

In the Matter of

TOMAHAWK 

EXPLORATION LLC and

DAVID THOMPSON 

LAURANCE,

Respondents.

ORDER INSTITUTING 

ADMINISTRATIVE AND CEASE-ANDDESIST PROCEEDINGS PURSUANT TO 

SECTION 8A OF THE SECURITIES ACT 

OF 1933 AND SECTIONS 15(b) AND 21C 

OF THE SECURITIES EXCHANGE ACT 

OF 1934, MAKING FINDINGS, AND 

IMPOSING REMEDIAL SANCTIONS 

AND A CEASE-AND-DESIST ORDER 

I.

The Securities and Exchange Commission (“Commission”) deems it appropriate and in the 

public interest that public administrative and cease-and-desist proceedings be, and hereby are, 

instituted pursuant to Section 8A of the Securities Act of 1933 (“Securities Act”) and Sections 

15(b) and 21C of the Securities Exchange Act of 1934 (“Exchange Act”) against Tomahawk 

Exploration LLC (“Tomahawk” or “the Company”) and David Thompson Laurance (“Laurance”). 

II.

In anticipation of the institution of these proceedings, Respondents have submitted Offers

of Settlement (the “Offers”) 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 to which the Commission is a party, and without admitting or denying the findings 

herein, except as to the Commission’s jurisdiction over them and the subject matter of these 

proceedings, which are admitted, and except as provided herein in Section V as to Laurance,

Respondents consent to the entry of this Order Instituting Administrative and Cease-and-Desist 
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Proceedings Pursuant to Section 8A of the Securities Act of 1933 and Sections 15(b) and 21C of 

the Securities Exchange Act of 1934, Making Findings, and Imposing Remedial Sanctions and a 

Cease-and-Desist Order (“Order”), as set forth below. 

III.

On the basis of this Order and Respondents’ Offers, the Commission finds1that:

Summary

1. From July through September 2017, Tomahawk Exploration LLC, an oil and gas 

exploration company, and its founder, David Laurance (collectively, “Respondents”), offered and 

sold digital assets in the form of tokens called “Tomahawkcoins,” or “TOM,” through an online 

initial coin offering (“ICO”). Respondents sought to raise $5 million through the ICO, purportedly 

to fund oil drilling in Kern County, California, having previously tried unsuccessfully to raise 

money for the project through private investments and the public capital markets. The Company’s 

website and white paper touted the tokens’ potential for significant long-term profits based on 

Tomahawk’s anticipated oil production. Promotional materials represented that TOM investors 

could trade their tokens for potential profits on a token trading platform, and that they would have 

the option to convert their tokens into Tomahawk equity at a future date. Although Respondents

failed to raise money through the ICO, Tomahawk issued approximately 80,000 TOM as part of a 

“Bounty Program” in exchange for online promotional and marketing services. 

2. Based on the facts and circumstances set forth below, TOM tokens are securities

because they are investment contracts under SEC v. W.J. Howey Co., 328 U.S. 293 (1946), and its 

progeny, including the cases discussed by the Commission in its Report Of Investigation Pursuant 

To Section 21(a) Of The Securities Exchange Act Of 1934: The DAO (Exchange Act Rel. No. 

81207) (July 25, 2017) (the “DAO Report”), and because they represent a transferable share or 

option on a security. Tomahawk’s issuance of tokens under the Bounty Program constituted an 

offer and sale of securities because the Company provided TOM to investors in exchange for 

services designed to advance Tomahawk’s economic interests and foster a trading market for its 

securities. Tomahawk and Laurance violated Sections 5(a) and 5(c) of the Securities Act by

offering and selling TOM without having a registration statement filed or in effect with the 

Commission or qualifying for an exemption from registration with the Commission.

3. Tomahawk and Laurance also violated the antifraud provisions of the federal 

securities laws with respect to the offering. Specifically, they falsely stated Tomahawk’s prospects 

for success, using inflated projections of oil reserves and production that they claimed were “risk 

adjusted” when they were not. They also falsely represented that Tomahawk possessed leases for 

the project when it did not, and falsely stated that Laurance has a “flawless background” when he 

has a prior criminal conviction for conduct relating to securities offerings.

Respondents

 

1 The findings herein are made pursuant to Respondents’ Offers of Settlement and are not 

binding on any other person or entity in this or any other proceeding.
3

4. Tomahawk Exploration LLC is a Nevada limited liability company formed by 

Laurance in 2010 and headquartered in Irvine, California. Tomahawk engaged in an offering of 

Tomahawk securities that constituted penny stock, as described below.

5. David Thompson Laurance, a/k/a Tom Laurance, age 76, is the sole managing 

member of Tomahawk and a resident of Irvine, California. Laurance participated in the offering of 

Tomahawk securities that constituted penny stock.

Laurance’s Background

6. Since the 1980s, Laurance has formed, raised capital for, and served as an officer or 

director for several private and publicly-traded oil and gas companies, including companies that 

issued penny stock.

7. In 1993, in a criminal matter, Laurance was convicted of mail fraud and providing 

false information to the Commission in connection with a scheme to defraud investors in penny 

stock companies that he promoted and controlled.

8. After his release from prison, Laurance formed another oil and gas company. In 

2005, Laurance merged that company into a publicly-traded shell company and was appointed 

president of the merged entity. In 2009, the Commission charged certain individuals with 

registration violations and market manipulation in the merged entity’s stock. See SEC v. Calmes, et 

al., Case No. 09-80524-CIV0-ZLOCH (S.D. Fla. Apr. 2, 2009). Although Laurance was not 

charged in that matter, in the wake of the Commission’s case Laurance’s company ceased 

operations and he filed for personal bankruptcy in 2010. Laurance again filed for personal 

bankruptcy in 2016.

The Oil and Gas Exploration Project

9. Beginning in 2014, Laurance sought to raise capital for an oil exploration project 

targeting a 400-acre prospect in Kern County, California (the “Kern County Project”). Laurance

hired a licensed petroleum engineer to prepare a report estimating the proved undeveloped oil 

reserves and economic prospects of the opportunity. The engineer’s report, which Laurance 

received in April 2015, estimated that the Kern County Project could net 2.4 million barrels of oil, 

without adjusting for the risks associated with drilling the wells. 

10. Initially, Laurance sought private investors for the Kern County Project. When that 

was unsuccessful, he returned to the public capital markets and began exploring a reverse merger 

with a publicly-traded penny stock shell company. However, in April 2016 the Commission 

suspended trading of the shares of that company and the merger was never consummated. 

11. In the spring of 2017, an individual who had purchased stock in the publicly-traded 

shell company in anticipation of the expected merger contacted Laurance and complained that he 

had lost his money. The individual suggested that Laurance consider funding the Kern County 

Project through an ICO. On June 16, 2017, Laurance and the individual entered into a 

Memorandum of Understanding (“MOU”), which outlined a plan to fund the Kern County Project 

through the issuance of Tomahawkcoins. 
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12. The MOU contemplated setting up a website for the Tomahawk ICO (the “ICO 

Website”) and provided that Laurance was “responsible for all Website content and the expenditure 

of all capital raised” through the ICO. Laurance therefore had ultimate authority over the ICO 

Website content, and exercised it by providing the oil-related information that was included in the 

final ICO Website and linked white paper, which were publicly accessible to U.S. persons and 

others throughout the offering period. 

Tomahawk Promotes and Conducts the ICO

13. The ICO Website launched in June 2017, stating that the ICO would be open from 

July 30, 2017 to August 30, 2017 (reserving the right to keep the offer open after that date). 

According to the ICO Website and white paper Tomahawk sought to raise $5 million through the 

ICO to fund the cost of drilling the wells, and would issue 200 million TOM tokens on a 

“decentralized exchange” based on a blockchain platform. Half of the tokens (100 million TOM) 

would be available for purchase by potential investors at a cost of $.05 each. Investors could 

purchase TOM tokens on the decentralized platform using other digital assets, including Bitcoin and

Ether.

14. To promote the ICO, Tomahawk’s ICO Website and white paper focused on 

potential investor profits. The ICO Website included a business plan that described “a substantial 

investment opportunity” that was “capable of producing significant risk adjusted rates of return,” 

and proclaimed that “LOW RISK, HIGH POTENTIAL RATES OF RETURN ARE 

ACHIEVABLE.” The plan added that Tomahawk was “uniquely positioned to exploit 

opportunities in this market and provide the greatest potential for returning higher than average 

adjusted rates of return to investors,” and stated that “the risk-adjusted returns are exceptional.” 

Tomahawk described the digital asset as a token “backed by profits generated by Tomahawk 

Exploration LLC an oil producing company.” 

15. Laurance provided the oil production projections used as a basis for the profit 

potential and reviewed and edited the statements published on the ICO Website, which were 

repeated in the white paper. The ICO Website and white paper emphasized that TOM was

“directly backed by oil production.” The business plan section of the ICO Website proclaimed that 

Tomahawk expected “to have 50 well locations averaging 100,000 [barrels] per well for a total of 

5,000,000 [barrels] recoverable.” The ICO Website represented that the production estimate was

“risk adjusted” and provided that “the true potential of all zones being produced, our Net reserves . . 

. should be more than 200,000 [barrels] per well.” Tomahawk proclaimed that the “odds of finding 

oil is almost a mute-point [sic].” 

16. Investors would have been reasonable in relying on Tomahawk and Laurance to 

generate revenue and potential profit on their behalf. Laurance selected the drill locations and 

would have needed to obtain the right to drill and required permits. Laurance hired the petroleum 

engineer, obtained the geological information and analyses, and was responsible for managing the 

physical drilling and delivery and sale of any oil produced. On the ICO Website, Laurance 

highlighted his prior experience and expertise in conducting these oil exploration activities. 
5

17. According to the ICO Website, while Tomahawk prepared to drill the wells, TOM 

owners would be able to trade their tokens on a decentralized platform “right from day #1.” The 

white paper also represented that the Company’s business plan would “increase the demand for 

Tomahawkcoin on digital currency exchange markets.” 

18. Tomahawk’s online offering materials also explicitly linked TOM tokens to equity 

ownership in the Company. Tomahawk touted that TOM was “minted to bridge the two worlds of 

trading virtual currency and the equity ownership in Tomahawk.” The ICO Website and white 

paper highlighted the equity conversion feature, detailing the Company’s plan to become publicly

quoted on the OTC market. The materials explained that “all ICO owners of Tomahawkcoin are 

eligible to exchange Tomahawkcoin for the equivalent value in Gift Share(s) of the public 

company” and that “[o]ne Tomahawkcoin is equal to one publicly free traded share of Tomahawk 

Exploration LLC upon conversion[.]” The ICO Website represented in numerous places that 

investors enjoyed an option to convert TOM to equity, and Tomahawk emphasized that investors 

could profit both from trading TOM and the option to convert to equity ownership through the

slogan “Tomahawkcoin: Buy it Once... it will Pay you Twice.”

19. The ICO Website described the Company’s principals as “refined successful citizens 

with flawless backgrounds” and detailed Laurance’s long history in the oil and gas industry and 

with public companies. The ICO Website did not mention Laurance’s prior criminal conviction, 

involvement with penny stock companies that were the subject of SEC actions, or personal

bankruptcies. Instead, Laurance attempted to hide his past by removing his middle initial from the 

ICO Website so that it would be more difficult for potential investors to discover his history.

20. To promote the ICO, Tomahawk’s offering materials were disseminated widely 

online. In addition to the ICO Website and linked white paper, Tomahawk itself directly promoted 

the ICO on various online channels, including social media, online forums and bitcoin-related blogs, 

and made related materials available through Google Docs. When potential investors posted 

questions on one online forum, Laurance prepared a response reiterating the investment opportunity, 

oil prospects and two paths to profits, and authorized his response to be posted online.

21. In addition to offering TOM for purchase, Tomahawk initiated a “Bounty Program” 

to promote the ICO. Under that program, Tomahawk dedicated 200,000 TOM to pay to third 

parties in exchange for the third parties’ marketing efforts. Tomahawk featured the Bounty 

Program prominently on the ICO Website, offering between 10 and 4,000 TOM for activities such 

as making requests to list TOM on token trading platforms, promoting TOM on blogs and other 

online forums like Twitter or Facebook, and creating professional picture file designs, YouTube 

videos or other promotional materials. 

22. Between July and September 2017, Tomahawk issued more than 80,000 TOM as 

bounties to approximately 40 wallet holders on a decentralized platform. Tomahawk received 

value in exchange for the distributions, principally in the form of online promotional efforts that 

targeted potential investors and directed them to Tomahawk’s offering materials. The 

decentralized platform on which Tomahawk issued the TOM tokens was publicly accessible to U.S. 

persons and others throughout the offering period. Bounty recipients subsequently traded their 

TOM tokens on the platform for other digital assets.
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23. On July 27, 2017, in response to the Commission’s DAO Report, Tomahawk

published an article online titled “Tomahawkcoin ICO Adjusting to the SEC, by Legally Avoiding 

Them.” That article incorrectly stated that Tomahawk’s ICO would be exempt from securities 

regulation because the Company was abandoning its plan to be quoted on the OTC market.

24. Ultimately, Tomahawk did not raise any money through the ICO. On October 3, 

2017, Laurance terminated the MOU and abandoned the ICO. Laurance continued to seek funding 

for his project. There has been minimal recent trading activity in Tomahawkcoins on the 

decentralized platform, and the most recent best bid appears to be far below a penny.

The Materially False and Misleading Statements

25. Tomahawk’s online offering materials contained numerous materially false and 

misleading statements. The ICO Website and white paper contained false assertions about 

Tomahawk’s prospects for success, including that Tomahawk’s “risk-adjusted returns are 

exceptional” (emphasis added) because the Company expected to recover five million barrels of oil

from the Kern County Project. These statements were materially false and misleading because, in 

fact, the petroleum engineer’s report did not make any adjustments for the risk of failed wells, and

estimated at most 2.4 million barrels of oil recoverable from proved reserves. Considerable risk 

existed, as demonstrated by the fact that public records available at the time of the ICO showed 

that two wells drilled in the vicinity of the proposed lease in 2013 had produced no oil. Thus, 

assertions that the prospects were “risk adjusted” and the failure to disclose the significant risks

involved rendered statements made in the offering materials materially false and misleading.

26. The ICO Website also falsely suggested that Tomahawk had acquired a lease for 

the Kern County Project by repeatedly referencing “our lease” or “the lease.” These statements 

were materially false and misleading because, in fact, Tomahawk did not have any lease or other 

property right to drill in Kern County. 

27. The statements on the ICO Website claiming that Tomahawk’s principals were 

“successful citizens with flawless backgrounds” were materially false and misleading because 

Tomahawk did not disclose Laurance’s criminal conviction and personal bankruptcies. 

28. Tomahawk advertised the Bounty Program alongside these false and misleading 

statements on the ICO Website and in other online forums. Bounty recipients directed additional 

potential investors to the false and misleading statements by creating promotional materials that

featured links to the ICO Website.

Legal Analysis

29. Sections 5(a) and 5(c) of the Securities Act prohibit any person, directly or 

indirectly, from selling or offering a security through the use of any means or instrument of 

transportation or communication in interstate commerce or the mails unless a registration statement 

is in effect as to the security or there is a qualifying exemption. As explained in more detail below,

TOM constituted securities and were offered to the general public through the ICO Website and 

other online forums. Furthermore, the distribution of TOM in exchange for promotional efforts 

pursuant to the Bounty Program constituted sales of securities. No registration statements were 
7

filed or in effect for the offers and sales of TOM and no exemptions from registration were 

applicable.

30. TOM constituted securities under the federal securities laws during the time when 

Respondents offered and sold them. First, they constituted “investment contracts.” An investment 

contract is an investment of money in a common enterprise with a reasonable expectation of profits 

to be derived from the entrepreneurial or managerial efforts of others. See SEC v. Edwards, 540 

U.S. 389, 393 (2004); SEC v. W.J. Howey Co., 328 U.S. 293, 301 (1946); see also United Housing 

Found., Inc. v. Forman, 421 U.S. 837, 852-53 (1975) (The “touchstone” of an investment contract 

“is the presence of an investment in a common venture premised on a reasonable expectation of 

profits to be derived from the entrepreneurial or managerial efforts of others.”). The TOM tokens 

were offered in exchange for the investment of money or other contributions of value, including

other digital assets. The representations in the online offering materials created an expectation of

profits derived from the efforts of others, namely from the oil exploration and production 

operations conducted by Tomahawk and Laurance and from the opportunity to trade TOM on a 

secondary trading platform. 

31. Second, TOM also constituted securities under the federal securities laws because 

they constituted “an option, or privilege on any security” and “transferable shares” under Section 

2(a)(1) of the Securities Act and Section 3(a)(10) of the Exchange Act. Tomahawk’s offering

materials stated that purchasers, including Bounty Program participants, would have the “option” 

to convert TOM tokens into equity shares and that investors would hold this privilege “as long as 

they own Tomahawkcoins.” TOM represented the right to an equity share of Tomahawk, 

including returns based on the issuer’s profits, and holders had the absolute right to transfer them

on a decentralized trading platform such that TOM were in economic substance analogous to 

ordinary shares of stock. See Tcherepnin v. Knight, 389 U.S. 332, 336-40 (1967).

32. When offered, TOM was an equity security, as defined in Section 3(a)(11) of the 

Exchange Act, because it was a security convertible, with or without consideration, into an equity 

security through its conversion feature. TOM also constituted “penny stock” because they did not 

meet any of the exceptions from the definition of a “penny stock” in Section 3(a)(51) of the 

Exchange Act and Rule 3a51-1 thereunder. Specifically, TOM was an equity security that (1) was

not an “NMS stock,” as defined in 17 CFR § 242.600(b)(47); (2) traded below five dollars per 

share during the relevant period; (3) was offered by an issuer with net tangible assets and average 

revenue below the thresholds of Rule 3a51-1(g)(1); and (4) did not meet any of the other 

exceptions from the definition of “penny stock.”

33. The ICO and Bounty Program constituted an offer of securities under Section 

2(a)(3) of the Securities Act because it involved “an attempt or offer to dispose of, or solicitation of 

an offer to buy, a security or interest in a security, for value.” The distribution of TOM pursuant to 

the Bounty Program constituted sales under Section 2(a)(3) of the Securities Act, which applies to

“every disposition of a security or interest in a security, for value.” The lack of monetary 

consideration for “free” shares does not mean there was not a sale or offer for sale for purposes of 

Section 5 of the Securities Act. Rather, a “gift” of a security is a “sale” within the meaning of the 

Securities Act when the donor receives some real benefit. See SEC v. Sierra Brokerage Servs., 

Inc., 608 F. Supp. 2d 923, 940–43 (S.D. Ohio 2009), aff’d, 712 F.3d 321 (6th Cir. 2013).
8

34. Tomahawk received value in exchange for the bounty distributions, in the form of 

online marketing including the promotion of the ICO on blogs and other online forums. 

Tomahawk also received value in the creation of a public trading market for its securities. See 

Sierra Brokerage, 608 F. Supp. 2d at 940 (“where a ‘gift’ disperses corporate ownership and 

thereby helps to create a public trading market it is treated as a sale”). Here, Tomahawk issued 

tokens as part of the Bounty Program to generate interest in the ICO, which benefited Tomahawk.

Distribution of tokens that are securities in exchange for promotional services to advance the 

issuer’s economic objectives or create a public market for the securities constitute sales for 

purposes of Section 5 of the Securities Act and Section 10(b) of the Exchange Act and Rule 10b-5 

thereunder. 

35. Section 10(b) of the Exchange Act and Rule 10b-5 thereunder prohibit fraud in 

connection with the purchase or sale of securities. Specifically, Rule 10b-5(b) prohibits making 

untrue statements of material fact or omitting to state a material fact necessary to make statements 

made not misleading in connection with the purchase or sale of any security. Violations of Section 

10(b) and Rule 10b-5(b) require a showing of scienter. 

36. As described above, Laurance and Tomahawk made materially false and 

misleading statements in the TOM ICO, which included the Bounty Program. Laurance knew or 

was reckless in not knowing that these statements about Tomahawk were materially false and 

misleading. As Tomahawk’s control person, Laurance’s scienter is imputed to the Company. See

SEC v. Manor Nursing Ctrs., Inc., 458 F.2d 1082, 1089 n.3 (2d Cir. 1972).

Violations

37. As a result of the conduct described above, Tomahawk violated, and Laurance 

willfully violated, Sections 5(a) and 5(c) of the Securities Act.

38. As a result of the conduct described above, Tomahawk violated, and Laurance

willfully violated, Section 10(b) of the Exchange Act and Rule 10b-5(b) thereunder.

Laurance’s Inability to Pay

Respondent Laurance has submitted a sworn Statement of Financial Condition dated March 

20, 2018 and other evidence and has asserted his inability to pay a civil penalty. The Commission 

considered Respondent’s sworn Statement of Financial Condition in setting the amount of 

Respondent Laurance’s civil penalty.

IV.

In view of the foregoing, the Commission deems it appropriate to impose the sanctions 

agreed to in Respondents’ Offers.

Accordingly, pursuant to Section 8A of the Securities Act and Sections 15(b) and 21C of 

the Exchange Act, it is hereby ORDERED that:
9

A. Respondents Tomahawk and Laurance cease and desist from committing or causing 

any violations and any future violations of Section 5 of the Securities Act, Section 10(b) of the 

Exchange Act and Rule 10b-5 thereunder. 

B. Respondent Laurance be, and hereby is:

prohibited from acting as an officer or director of any issuer that has a class 

of securities registered pursuant to Section 12 of the Exchange Act, 15 

U.S.C. § 78l, or that is required to file reports pursuant to Section 15(d) of 

the Exchange Act, 15 U.S.C. § 78o(d); and

barred from participating in any offering of a 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.

C. Based upon Respondent Laurance’s sworn representations in his Statement of 

Financial Condition dated March 20, 2018 and other documents submitted to the Commission,

Respondent Laurance shall pay a civil penalty of $30,000, to the Securities and Exchange 

Commission for transfer to the general fund of the United States Treasury in accordance with 

Exchange Act Section 21F(g)(3). Payment shall be made in the following installments: $2,500

within 30 days of the date of this Order; $2,500 within 120 days of the date of this Order; $2,500

within 210 days of the date of this Order; $2,500 within 300 days of the date of this Order; $2,500

within 390 days of the date of this Order; $2,500 within 480 days of the date of this Order; $2,500

within 570 days of the date of this Order; $2,500 within 660 days of the date of this Order; $2,500 

within 750 days of the date of this Order; $2,500 within 840 days of the date of this Order; $2,500

within 930 days of the date of this Order; and $2,500 within 1020 days of the date of this Order. If 

any payment is not made by the date the payment is required by this Order, the entire outstanding 

balance of civil penalty, plus any additional interest accrued pursuant to 31 U.S.C. Section 3717, 

shall be due and payable immediately, without further application

The Division of Enforcement (“Division”) may, at any time following the entry of this 

Order, petition the Commission to: (1) reopen this matter to consider whether Respondent provided 

accurate and complete financial information at the time such representations were made; and (2) 

seek an order directing payment of the maximum civil penalty allowable under the law. No other 

issue shall be considered in connection with this petition other than whether the financial 

information provided by Respondent was fraudulent, misleading, inaccurate, or incomplete in any 

material respect. Respondent may not, by way of defense to any such petition: (1) contest the 

findings in this Order; (2) assert that payment of a penalty should not be ordered; (3) contest the 

imposition of the maximum penalty allowable under the law; or (4) assert any defense to liability 

or remedy, including, but not limited to, any statute of limitations defense. 

Payment must be made in one of the following ways: 
10

(1) Respondent may transmit payment electronically to the Commission, which 

will provide detailed ACH transfer/Fedwire instructions upon request;

(2) Respondent may make direct payment from a bank account via Pay.gov 

through the SEC website at http://www.sec.gov/about/offices/ofm.htm; or 

(3) Respondent may pay by certified check, bank cashier’s check, or United 

States postal money order, made payable to the Securities and Exchange 

Commission and hand-delivered or mailed to: 

Enterprise Services Center

Accounts Receivable Branch

HQ Bldg., Room 181, AMZ-341

6500 South MacArthur Boulevard

Oklahoma City, OK 73169

Payments by check or money order must be accompanied by a cover letter identifying 

Laurance as a Respondent in these proceedings, and the file number of these proceedings; a copy 

of the cover letter and check or money order must be sent to Robert A. Cohen, Chief, Cyber Unit, 

Division of Enforcement, Securities and Exchange Commission, 100 F Street, NE, Washington 

DC, 20549-5553. 

D. Amounts ordered to be paid as civil money penalties pursuant to this Order shall be 

treated as penalties paid to the government for all purposes, including all tax purposes. To 

preserve the deterrent effect of the civil penalty, Respondent Laurance agrees that in any Related 

Investor Action, he shall not argue that he is entitled to, nor shall he benefit by, offset or reduction 

of any award of compensatory damages by the amount of any part of Respondent’s payment of a

civil penalty in this action (“Penalty Offset”). If the court in any Related Investor Action grants 

such a Penalty Offset, Respondent agrees that he shall, within 30 days after entry of a final order 

granting the Penalty Offset, notify the Commission's counsel in this action and pay the amount of 

the Penalty Offset to the Securities and Exchange Commission. Such a payment shall not be 

deemed an additional civil penalty and shall not be deemed to change the amount of the civil 

penalty imposed in this proceeding. For purposes of this paragraph, a “Related Investor Action”

means a private damages action brought against Respondent by or on behalf of one or more 

investors based on substantially the same facts as alleged in the Order instituted by the 

Commission in this proceeding.

V.

It is further Ordered that, solely for purposes of exceptions to discharge set forth in Section 

523 of the Bankruptcy Code, 11 U.S.C. § 523, the findings in this Order are true and admitted by 

Respondent Laurance, and further, any debt for disgorgement, prejudgment interest, civil penalty 

or other amounts due by Respondent Laurance under this Order or any other judgment, order, 

consent order, decree or settlement agreement entered in connection with this proceeding, is a debt 

for the violation by Respondent Laurance of the federal securities laws or any regulation or order 
11

issued under such laws, as set forth in Section 523(a)(19) of the Bankruptcy Code, 11 U.S.C. §

523(a)(19).

By the Commission.

Brent J. Fields

Secretary