In re Michael G. Thomas

 
 
 UNITED STATES OF AMERICA 
 Before the 
 SECURITIES AND EXCHANGE COMMISSION 
 
SECURITIES ACT OF 1933 
Release No. 9801 / June 3, 2015 
 
INVESTMENT ADVISERS ACT OF 1940 
Release No. 4102 / June 3, 2015 
 
INVESTMENT COMPANY ACT OF 1940 
Release No. 31659 / June 3, 2015 
 
ADMINISTRATIVE PROCEEDING 
File No. 3-16573 
 
 
 
In the Matter of 
 
Michael G. Thomas, 
 
Respondent. 
 
 
 
ORDER INSTITUTING ADMINISTRATIVE 
AND CEASE-AND-DESIST PROCEEDINGS, 
PURSUANT TO SECTION 8A OF THE 
SECURITIES ACT OF 1933, SECTIONS 203(f) 
AND 203(k) OF THE INVESTMENT 
ADVISERS ACT OF 1940, AND SECTION 
9(b) OF THE INVESTMENT COMPANY ACT 
OF 1940, 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”), Sections 203(f) 
and 203(k) of the Investment Advisers Act of 1940 (“Advisers Act”), and Section 9(b) of the 
Investment Company Act of 1940 (“Investment Company Act”) against Michael G. Thomas 
(“Thomas” or “Respondent”).   
 
  

 
  
 2 
II. 
 
 In anticipation of the institution of these proceedings, Thomas has submitted an Offer of 
Settlement (the “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 to 
which the Commission is a party, and without admitting or denying the findings herein, except as 
to the Commission’s jurisdiction over him and the subject matter of these proceedings, which are 
admitted, and except as provided herein in Section V, Thomas consents to the entry of this Order 
Instituting Administrative and Cease-and-Desist Proceedings, Pursuant to Section 8A of the 
Securities Act of 1933, Sections 203(f) and 203(k) of the Investment Advisers Act of 1940, and 
Section 9(b) of the Investment Company Act of 1940, 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 Respondent’s Offer, the Commission finds that 
 
SUMMARY 
1. These proceedings arise out of the materially false and misleading representations 
that Thomas made in general solicitations to the public concerning a pooled investment vehicle, 
Michael G. Investments, LLC (“MGI”).  Thomas made material misrepresentations to prospective 
investors concerning his own past investment performance, the personnel who would manage and 
advise MGI, and MGI’s projected performance.  In addition, Thomas falsely claimed to have 
received a prominent industry honor.  Thomas made the misrepresentations in marketing materials 
that he distributed to potential investors through email and to the general public through the 
internet.  Thomas did not succeed in selling any MGI securities.  By virtue of his 
misrepresentations to prospective investors, Thomas willfully violated Sections 17(a)(1) and (3) of 
the Securities Act, as well as Section 206(4) of the Advisers Act, and Rule 206(4)-8 promulgated 
thereunder. 
 
RESPONDENT 
2. Michael G. Thomas (“Thomas”), age 30, resides in Oil City, Pennsylvania.  He is 
the founder, manager, and sole member of MGI, which Thomas formed to be a pooled investment 
vehicle.  He also served as MGI’s sole adviser and held discretion to invest MGI’s assets.  
Commencing in May 2014, Thomas provided investment advisory services to MGI and attempted 
to raise capital on MGI’s behalf.   
 
OTHER RELEVANT ENTITY 
3. Michael G. Investments, LLC (“MGI”) is a Wyoming limited liability company 
formed by Thomas in 2014, with its principal place of business in Oil City, Pennsylvania.  Thomas 
formed MGI to invest in a variety of securities, including equity and fixed income securities.    

 
  
 3 
 
FACTS 
4. In May 2014 and June 2014, Thomas engaged in general solicitations of the public 
in order to find investors for MGI, a pooled investment vehicle.  Thomas projected that MGI 
would earn a 49.81% five-year return for investors through MGI’s investments in start-up 
companies, expansion-stage companies, growth companies, and real estate.   
5. Thomas succeeded in reaching a large number of prospective investors through e-
mails and the internet.  For instance, during May and June 2014, Thomas sent email blasts to 
approximately 37,000 email addresses offering to sell MGI securities to prospective investors.  
Thomas obtained the email addresses from a service that purported to sell accredited investor email 
lists.  The emails Thomas sent contained links to MGI’s Summary Prospectus, Private Placement 
Memorandum, Subscription Agreement, and Investor Questionnaire (collectively, the “MGI 
Marketing Materials”).  In addition, Thomas created a website on which he posted the MGI 
Marketing Materials in order to solicit additional prospective investors.  Thomas also sent copies 
of the MGI Marketing Materials to approximately ten prospective investors who had responded to 
his previous solicitations.   
6. Thomas authored and distributed the MGI Marketing Materials, which contained a 
number of materially false and misleading representations.  For example, in the Summary 
Prospectus, Thomas falsely represented that his personal investment portfolio had gained an 
average of 40% per year since 2008.  In reality, Thomas knew that he had lost money on his 
investments since 2008, and had negative returns during that same time period.   
7. Thomas made additional representations in the Private Placement Memorandum, 
stating that he had turned $600 into $6 million through one of his investments when, in fact, 
Thomas had invested substantially more than $600 into this enterprise and received a negative 
return on the investment.  Indeed, Thomas knew that the referenced enterprise was insolvent prior 
to the time that he drafted and distributed the Private Placement Memorandum. 
8. In the Private Placement Memorandum, Thomas also falsely represented that a 
financial services professional and a business lawyer served on MGI’s management team.  While 
Thomas was acquainted with these individuals, these persons had no connection to MGI and were 
not even aware that Thomas had included them in the MGI Marketing Materials. 
9. Thomas made additional misrepresentations in the MGI Marketing Materials 
concerning the safety of MGI’s prospective investments.  Thomas discussed the ten companies in 
which MGI was to invest and described the projected returns for MGI as “conservative” and 
“reasonable.”  However, Thomas did virtually no diligence with respect to the companies and 
knew that many, if not all, of the MGI investments contained significant risk, including a high 
likelihood of default.  Despite recognizing the risk inherent in such investments, Thomas never 
made an allowance for losses and defaults in the projections included in the MGI Marketing 

 
  
 4 
Materials.  Moreover, he failed to warn investors that he had no contracts, letters of intent, or other 
agreements relating to the ten companies. 
10.  Thomas also falsely told prospective investors that he had received a number of 
honors.  For example, Thomas represented that he was named a Top 25 Rising Business Star by 
Fortune Magazine.  Thomas never received such an honor, and it does not exist.   
11. The MGI offering did not result in the sale of any MGI securities.   
 
VIOLATIONS 
12. As a result of the conduct described above, Thomas willfully violated Sections 
17(a)(1) and (3) of the Securities Act, which prohibit fraudulent conduct in the offer or sale of 
securities. 
13. As a result of the conduct described above, Thomas willfully violated Section 
206(4) of the Advisers Act, and Rule 206(4)-8 promulgated thereunder, which prohibit making an 
untrue statement of a material fact or omitting any material fact to any investor or prospective 
investor in a pooled investment vehicle and engaging in any act, practice, or course of business that 
is fraudulent or deceptive with respect to any investor or prospective investor in a pooled 
investment vehicle. 
UNDERTAKING 
 
 Thomas has undertaken to: 
 
For a period of five (5) years from the date of this Order, Thomas shall not participate, 
directly or indirectly, including, but not limited to, through any entity owned or controlled by 
Thomas, in the issuance, offer, or sale of any security; provided, however, that such undertaking 
shall not prevent Thomas from selling securities listed on a national securities exchange for his 
own personal account. 
 
In determining whether to accept the Offer, the Commission has considered this 
undertaking. 
 
IV. 
 
 In view of the foregoing, the Commission deems it appropriate and in the public interest to 
impose the sanctions agreed to in Thomas’s Offer. 
 
 Accordingly, pursuant to Section 8A of the Securities Act, Sections 203(f) and 203(k) of 
the Advisers Act, and Section 9(b) of the Investment Company Act, it is hereby ORDERED that: 
 

 
  
 5 
 A. Thomas cease and desist from committing or causing any violations and any future 
violations of Sections 17(a)(1) and (3) of the Securities Act, and Section 206(4) of the Advisers Act, 
and Rule 206(4)-8 promulgated thereunder.   
 
B. Thomas be, and hereby is: 
 
barred from association with any broker, dealer, investment adviser, 
municipal securities dealer, municipal advisor, transfer agent, or nationally 
recognized statistical rating organization; and 
 
prohibited from serving or acting as an employee, officer, director, member 
of an advisory board, investment adviser or depositor of, or principal 
underwriter for, a registered investment company or affiliated person of such 
investment adviser, depositor, or principal underwriter;  
 
with the right to apply for reentry after five (5) years to the appropriate self-
regulatory organization, or if there is none, to the Commission. 
 
 C. Any reapplication for association by Thomas will be subject to the applicable laws 
and regulations governing the reentry process, and reentry may be conditioned upon a number of 
factors, including, but not limited to, the satisfaction of any or all of the following:  (a) any 
disgorgement ordered against Thomas, whether or not the Commission has fully or partially 
waived payment of such disgorgement; (b) any arbitration award related to the conduct that served 
as the basis for the Commission order; (c) any self-regulatory organization arbitration award to a 
customer, whether or not related to the conduct that served as the basis for the Commission order; 
and (d) any restitution order by a self-regulatory organization, whether or not related to the conduct 
that served as the basis for the Commission order. 
 
D. Thomas shall pay civil money penalties of $25,000 to the Securities and Exchange 
Commission for transfer to the general fund of the United States Treasury, subject to Exchange Act 
Section 21F(g)(3). Thomas shall pay the penalty due of $25,000 in two (2) installments to the 
Commission according to the following schedule:  (1) $12,500 within 180 days of entry of this 
Order; and (2) the balance due of $12,500 plus accrued interest within 365 days of entry of this 
Order.  Payments shall be deemed made on the date they are received by the Commission and shall 
be applied first to post order interest, which accrues pursuant to 31 U.S.C. 3717 on any unpaid 
amounts due 21 days after service of the Order.  Prior to making the final payment set forth herein, 
Thomas shall contact the staff of the Commission for the amount due for the final payment.  If 
Thomas fails to make any payment by the date agreed and/or in the amount agreed according to the 
schedule set forth above, all outstanding payments under this Order, including post-order interest, 
minus any payments made, shall become due and payable immediately at the discretion of the staff 
of the Commission.  Payment must be made in one of the following ways:   
 

 
  
 6 
(1) Thomas 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  
 
(2) Thomas 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 
Michael G. Thomas 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 Julie M. Riewe, 
co-Chief, Asset Management Unit, Securities and Exchange Commission, 100 F Street, NE, 
Washington, DC, 20549, and John J. Graubard, Securities and Exchange Commission, Brookfield 
Place, 200 Vesey Street, Suite 400, New York, New York 10281.   
 
E. Thomas shall comply with the undertaking enumerated in the Undertaking section, 
above.  
 
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 
Thomas, and further, any debt for disgorgement, prejudgment interest, civil penalty or other 
amounts due by Thomas 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 
Thomas of the federal securities laws or any regulation or order 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 
 

UNITED STATES OF AMERICA 

 Before the 

 SECURITIES AND EXCHANGE COMMISSION 

 

SECURITIES ACT OF 1933 

Release No. 9801 / June 3, 2015 

 

INVESTMENT ADVISERS ACT OF 1940 

Release No. 4102 / June 3, 2015 

 

INVESTMENT COMPANY ACT OF 1940 

Release No. 31659 / June 3, 2015 

 

ADMINISTRATIVE PROCEEDING 

File No. 3-16573 

 

 

 

In the Matter of 

 

Michael G. Thomas, 

 

Respondent. 

 

 

 

ORDER INSTITUTING ADMINISTRATIVE 

AND CEASE-AND-DESIST PROCEEDINGS, 

PURSUANT TO SECTION 8A OF THE 

SECURITIES ACT OF 1933, SECTIONS 203(f) 

AND 203(k) OF THE INVESTMENT 

ADVISERS ACT OF 1940, AND SECTION 

9(b) OF THE INVESTMENT COMPANY ACT 

OF 1940, 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”), Sections 203(f) 

and 203(k) of the Investment Advisers Act of 1940 (“Advisers Act”), and Section 9(b) of the 

Investment Company Act of 1940 (“Investment Company Act”) against Michael G. Thomas 

(“Thomas” or “Respondent”).   

 

  



 

  

 2 

II. 
 

 In anticipation of the institution of these proceedings, Thomas has submitted an Offer of 

Settlement (the “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 to 

which the Commission is a party, and without admitting or denying the findings herein, except as 

to the Commission’s jurisdiction over him and the subject matter of these proceedings, which are 

admitted, and except as provided herein in Section V, Thomas consents to the entry of this Order 

Instituting Administrative and Cease-and-Desist Proceedings, Pursuant to Section 8A of the 

Securities Act of 1933, Sections 203(f) and 203(k) of the Investment Advisers Act of 1940, and 

Section 9(b) of the Investment Company Act of 1940, 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 Respondent’s Offer, the Commission finds that 

 

SUMMARY 

1. These proceedings arise out of the materially false and misleading representations 

that Thomas made in general solicitations to the public concerning a pooled investment vehicle, 

Michael G. Investments, LLC (“MGI”).  Thomas made material misrepresentations to prospective 

investors concerning his own past investment performance, the personnel who would manage and 

advise MGI, and MGI’s projected performance.  In addition, Thomas falsely claimed to have 

received a prominent industry honor.  Thomas made the misrepresentations in marketing materials 

that he distributed to potential investors through email and to the general public through the 

internet.  Thomas did not succeed in selling any MGI securities.  By virtue of his 

misrepresentations to prospective investors, Thomas willfully violated Sections 17(a)(1) and (3) of 

the Securities Act, as well as Section 206(4) of the Advisers Act, and Rule 206(4)-8 promulgated 

thereunder. 

 

RESPONDENT 

2. Michael G. Thomas (“Thomas”), age 30, resides in Oil City, Pennsylvania.  He is 

the founder, manager, and sole member of MGI, which Thomas formed to be a pooled investment 

vehicle.  He also served as MGI’s sole adviser and held discretion to invest MGI’s assets.  

Commencing in May 2014, Thomas provided investment advisory services to MGI and attempted 

to raise capital on MGI’s behalf.   

 

OTHER RELEVANT ENTITY 

3. Michael G. Investments, LLC (“MGI”) is a Wyoming limited liability company 

formed by Thomas in 2014, with its principal place of business in Oil City, Pennsylvania.  Thomas 

formed MGI to invest in a variety of securities, including equity and fixed income securities.    



 

  

 3 

 

FACTS 

4. In May 2014 and June 2014, Thomas engaged in general solicitations of the public 

in order to find investors for MGI, a pooled investment vehicle.  Thomas projected that MGI 

would earn a 49.81% five-year return for investors through MGI’s investments in start-up 

companies, expansion-stage companies, growth companies, and real estate.   

5. Thomas succeeded in reaching a large number of prospective investors through e-

mails and the internet.  For instance, during May and June 2014, Thomas sent email blasts to 

approximately 37,000 email addresses offering to sell MGI securities to prospective investors.  

Thomas obtained the email addresses from a service that purported to sell accredited investor email 

lists.  The emails Thomas sent contained links to MGI’s Summary Prospectus, Private Placement 

Memorandum, Subscription Agreement, and Investor Questionnaire (collectively, the “MGI 

Marketing Materials”).  In addition, Thomas created a website on which he posted the MGI 

Marketing Materials in order to solicit additional prospective investors.  Thomas also sent copies 

of the MGI Marketing Materials to approximately ten prospective investors who had responded to 

his previous solicitations.   

6. Thomas authored and distributed the MGI Marketing Materials, which contained a 

number of materially false and misleading representations.  For example, in the Summary 

Prospectus, Thomas falsely represented that his personal investment portfolio had gained an 

average of 40% per year since 2008.  In reality, Thomas knew that he had lost money on his 

investments since 2008, and had negative returns during that same time period.   

7. Thomas made additional representations in the Private Placement Memorandum, 

stating that he had turned $600 into $6 million through one of his investments when, in fact, 

Thomas had invested substantially more than $600 into this enterprise and received a negative 

return on the investment.  Indeed, Thomas knew that the referenced enterprise was insolvent prior 

to the time that he drafted and distributed the Private Placement Memorandum. 

8. In the Private Placement Memorandum, Thomas also falsely represented that a 

financial services professional and a business lawyer served on MGI’s management team.  While 

Thomas was acquainted with these individuals, these persons had no connection to MGI and were 

not even aware that Thomas had included them in the MGI Marketing Materials. 

9. Thomas made additional misrepresentations in the MGI Marketing Materials 

concerning the safety of MGI’s prospective investments.  Thomas discussed the ten companies in 

which MGI was to invest and described the projected returns for MGI as “conservative” and 

“reasonable.”  However, Thomas did virtually no diligence with respect to the companies and 

knew that many, if not all, of the MGI investments contained significant risk, including a high 

likelihood of default.  Despite recognizing the risk inherent in such investments, Thomas never 

made an allowance for losses and defaults in the projections included in the MGI Marketing 



 

  

 4 

Materials.  Moreover, he failed to warn investors that he had no contracts, letters of intent, or other 

agreements relating to the ten companies. 

10.  Thomas also falsely told prospective investors that he had received a number of 

honors.  For example, Thomas represented that he was named a Top 25 Rising Business Star by 

Fortune Magazine.  Thomas never received such an honor, and it does not exist.   

11. The MGI offering did not result in the sale of any MGI securities.   

 

VIOLATIONS 

12. As a result of the conduct described above, Thomas willfully violated Sections 

17(a)(1) and (3) of the Securities Act, which prohibit fraudulent conduct in the offer or sale of 

securities. 

13. As a result of the conduct described above, Thomas willfully violated Section 

206(4) of the Advisers Act, and Rule 206(4)-8 promulgated thereunder, which prohibit making an 

untrue statement of a material fact or omitting any material fact to any investor or prospective 

investor in a pooled investment vehicle and engaging in any act, practice, or course of business that 

is fraudulent or deceptive with respect to any investor or prospective investor in a pooled 

investment vehicle. 

UNDERTAKING 

 

 Thomas has undertaken to: 

 

For a period of five (5) years from the date of this Order, Thomas shall not participate, 

directly or indirectly, including, but not limited to, through any entity owned or controlled by 

Thomas, in the issuance, offer, or sale of any security; provided, however, that such undertaking 

shall not prevent Thomas from selling securities listed on a national securities exchange for his 

own personal account. 

 

In determining whether to accept the Offer, the Commission has considered this 

undertaking. 

 

IV. 

 

 In view of the foregoing, the Commission deems it appropriate and in the public interest to 

impose the sanctions agreed to in Thomas’s Offer. 

 

 Accordingly, pursuant to Section 8A of the Securities Act, Sections 203(f) and 203(k) of 

the Advisers Act, and Section 9(b) of the Investment Company Act, it is hereby ORDERED that: 

 



 

  

 5 

 A. Thomas cease and desist from committing or causing any violations and any future 

violations of Sections 17(a)(1) and (3) of the Securities Act, and Section 206(4) of the Advisers Act, 

and Rule 206(4)-8 promulgated thereunder.   

 

B. Thomas be, and hereby is: 

 

barred from association with any broker, dealer, investment adviser, 

municipal securities dealer, municipal advisor, transfer agent, or nationally 

recognized statistical rating organization; and 

 

prohibited from serving or acting as an employee, officer, director, member 

of an advisory board, investment adviser or depositor of, or principal 

underwriter for, a registered investment company or affiliated person of such 

investment adviser, depositor, or principal underwriter;  

 

with the right to apply for reentry after five (5) years to the appropriate self-

regulatory organization, or if there is none, to the Commission. 

 

 C. Any reapplication for association by Thomas will be subject to the applicable laws 

and regulations governing the reentry process, and reentry may be conditioned upon a number of 

factors, including, but not limited to, the satisfaction of any or all of the following:  (a) any 

disgorgement ordered against Thomas, whether or not the Commission has fully or partially 

waived payment of such disgorgement; (b) any arbitration award related to the conduct that served 

as the basis for the Commission order; (c) any self-regulatory organization arbitration award to a 

customer, whether or not related to the conduct that served as the basis for the Commission order; 

and (d) any restitution order by a self-regulatory organization, whether or not related to the conduct 

that served as the basis for the Commission order. 

 

D. Thomas shall pay civil money penalties of $25,000 to the Securities and Exchange 

Commission for transfer to the general fund of the United States Treasury, subject to Exchange Act 

Section 21F(g)(3). Thomas shall pay the penalty due of $25,000 in two (2) installments to the 

Commission according to the following schedule:  (1) $12,500 within 180 days of entry of this 

Order; and (2) the balance due of $12,500 plus accrued interest within 365 days of entry of this 

Order.  Payments shall be deemed made on the date they are received by the Commission and shall 

be applied first to post order interest, which accrues pursuant to 31 U.S.C. 3717 on any unpaid 

amounts due 21 days after service of the Order.  Prior to making the final payment set forth herein, 

Thomas shall contact the staff of the Commission for the amount due for the final payment.  If 

Thomas fails to make any payment by the date agreed and/or in the amount agreed according to the 

schedule set forth above, all outstanding payments under this Order, including post-order interest, 

minus any payments made, shall become due and payable immediately at the discretion of the staff 

of the Commission.  Payment must be made in one of the following ways:   

 



 

  

 6 

(1) Thomas 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  

 

(2) Thomas 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 

Michael G. Thomas 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 Julie M. Riewe, 

co-Chief, Asset Management Unit, Securities and Exchange Commission, 100 F Street, NE, 

Washington, DC, 20549, and John J. Graubard, Securities and Exchange Commission, Brookfield 

Place, 200 Vesey Street, Suite 400, New York, New York 10281.   

 

E. Thomas shall comply with the undertaking enumerated in the Undertaking section, 

above.  

 

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 

Thomas, and further, any debt for disgorgement, prejudgment interest, civil penalty or other 

amounts due by Thomas 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 

Thomas of the federal securities laws or any regulation or order 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