In re CLIFFE R. BODDEN

 
 UNITED STATES OF AMERICA 
 Before the 
 SECURITIES AND EXCHANGE COMMISSION 
SECURITIES ACT OF 1933 
Release No. 10214 / September 16, 2016 
SECURITIES EXCHANGE ACT OF 1934 
Release No. 78867 / September 16, 2016 
ADMINISTRATIVE PROCEEDING 
File No. 3-17549 
In the Matter of 
CLIFFE R. BODDEN 
Respondent. 
 
 
 
 
ORDER INSTITUTING ADMINISTRATIVE 
AND CEASE-AND-DESIST 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 AND NOTICE OF HEARING 
   
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 Cliffe R. Bodden 
(“Respondent”).   
II. 
In anticipation of the institution of these proceedings, Respondent 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, Respondent consents to the entry of this Order Instituting 
Administrative and Cease-and-Desist 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 and Notice of Hearing (“Order”), as 
set forth below. 

 2 
III. 
On the basis of this Order and Respondent’s Offer, the Commission finds
1
 that:  
Summary 
From approximately April 2011 to May 2014 (the “relevant period”), Fusion Pharm, Inc. 
(“FSPM”), through its chief executive officer (“CEO”), president and sole director Scott M. 
Dittman, and its undisclosed de facto officer and control person William J. Sears, engaged in an 
approximately $12 million fraudulent scheme in violation of the registration and antifraud 
provisions of the federal securities laws.  The scheme essentially involved four steps.  First, 
utilizing backdated convertible notes and preferred FSPM stock, FSPM issued common stock to 
entities controlled by Sears.  Second, Sears sold the FSPM stock into the market.  Third, Sears 
transferred over $1 million of the proceeds from the illegal stock sales back to FSPM, where the 
money was fraudulently recognized and reported as revenue.  Fourth, FSPM issued press releases 
and financial reports claiming the false revenues.  Among other things, Respondent Cliffe R. 
Bodden assisted FSPM in drafting certain fraudulent FSPM corporate documents, including 
backdated convertible notes.   
Respondent 
1. Cliffe R. Bodden, age 52, is a Cayman Islands citizen who currently resides in 
Folkston, Georgia, where he is serving a 74-month sentence in federal prison for his role in an 
unrelated offering fraud.  On August 2, 2012, he pleaded guilty to conspiracy to commit wire fraud 
in connection with a securities fraud scheme, and was sentenced in early 2013.  Respondent 
participated in an offering of FSPM stock, which is a penny stock.      
Other Relevant Entity and Persons 
2. Fusion Pharm, Inc. (“FSPM”) is a Nevada corporation with its principal offices in 
Denver, Colorado.  The company claims that it is focused on the development, production and 
sales of the “patent pending PharmPods cultivation container system,” which are refurbished 
shipping containers used primarily to grow cannabis.  FSPM has never registered an offering of 
securities under the Securities Act or a class of securities under the Exchange Act.  Beginning on 
April 4, 2011, the company’s stock was quoted on OTC Link (previously “Pink Sheets”) operated 
by OTC Markets Group, Inc. (“OTC Link”) under the symbol FSPM.  Following the 
Commission’s 10-business day trading suspension in May 2014, FSPM is currently listed as a 
Caveat Emptor/Grey Market OTC stock. 
3. Scott M. Dittman, age 47, is a resident of Boyertown, Pennsylvania.  During the 
relevant period, Dittman was a founder, FSPM’s CEO, president, and sole director.  Dittman 
signed and certified FSPM’s unaudited quarterly and annual financial statements posted on the 
OTC website.   
                                                 
1
 The findings herein are made pursuant to Respondent’s Offer of Settlement and are not binding 
on any other person or entity in this or any other proceeding.  

 3 
4. William J. Sears, age 50, is a resident of Thornton, Colorado.  During the relevant 
period, Sears was a founder, de facto officer and undisclosed control person of FSPM.  In 2007, 
Sears was convicted (via guilty plea) of one count of conspiracy to commit securities fraud and 
commercial bribery and one count of securities fraud.  United States v. Sears, Case No. 04-cr-556-
swk (S.D.N.Y.). 
Facts 
Background 
5. In late 2010, Dittman and Sears took over an existing public company and in March 
2011, changed its name to FSPM.  Dittman was on paper the CEO of the company, but Sears 
essentially acted as an undisclosed co-CEO.  Although FSPM was ostensibly in the business of 
selling PharmPods, it had almost no revenue to fund its operations.  Instead, from approximately 
2011 through 2013, FSPM was funded almost entirely through illegal sales of FSPM stock.  
6. Initially, FSPM was funded through the sale of stock that Sears received both from 
FSPM’s predecessor entity and as part of the take-over of the public company.  In order to make 
Sears’ sales of FSPM stock appear legitimate, and as part of the fraudulent scheme, Sears and 
Dittman made it falsely appear that Sears, through entities he controlled, had loaned money to 
FSPM.  Once Sears and Dittman had exhausted these funds, however, Sears then converted the so-
called “debt” to unrestricted FSPM shares, which he and his entities then illegally sold into the 
market.     
7. As part of the fraudulent scheme, Sears and Dittman funneled approximately $1.3 
million from the illegal FSPM stock sales back into FSPM.  In turn, FSPM falsely claimed the 
stock sale proceeds as revenue, thereby increasing FSPM’s stock price and volume and making the 
fraud even more profitable.  Because the stock sales would not have been possible, and because the 
purported revenues from Sears’ entities would have to have been reported as related party 
transactions, if Sears was disclosed as an FSPM officer, Sears and Dittman hid Sears’ role in 
FSPM. 
Bodden’s Role in the Scheme 
8. Bodden had previously worked with Sears, and was hired by FSPM to draft certain 
corporate documents that Sears and Dittman used to conduct the fraud.  Between approximately 
early 2011 through early 2013, Bodden assisted in drafting fraudulent FSPM corporate documents, 
including backdated convertible notes.   
9. For example, in approximately mid-2012, Bodden assisted in creating a forged and 
backdated document bearing the electronic signature of FSPM’s predecessor company’s CEO.  
The purpose of creating this document was to assist Sears with converting preferred shares he had 
received from the predecessor company’s CEO into common shares that could be sold in the 
market.   
  

 4 
10. Also in mid-2012, at the direction of Sears and Dittman, Bodden drafted 
promissory notes between FSPM and Sears’ entities to make certain transfers of Sears’ stock sale 
proceeds to FSPM falsely appear to be loans to FSPM.  Further, to make it falsely appear that the 
promissory notes related to transfers of funds that Sears made to FSPM in 2011, the notes were 
backdated to 2011.   
11. In approximately December 2012, Bodden drafted new promissory notes between 
FSPM and Sears’ entities—now convertible to FSPM common stock at the rate of $0.01 per 
share—and again backdated the documents to make it falsely appear that the convertible debt had 
been outstanding for more than one year.
2
  The purpose of creating these promissory notes was so 
that the debt could be converted to more unrestricted FSPM stock for Sears to sell into the market, 
and the backdating was an attempt to circumvent the one-year holding period required under the 
Securities Act. 
12. These documents, as well as other false documents that Bodden prepared, enabled 
Sears to convert phony debt into unrestricted shares that he sold into the market for approximately 
$10.5 million of illegal proceeds (in addition to approximately $1.5 million of FSPM stock he sold 
without Bodden’s involvement).  Because the convertible notes were backdated and the underlying 
“debt” claimed incurred was itself phony debt, the sales of shares violated the registration 
provisions of the federal securities laws because Sears’ sales failed to meet the volume limitations 
applicable to affiliates and/or did not meet the applicable one-year holding period.   
13. Further, to make it falsely appear as if the money that Sears funneled to FSPM from 
the illegal stock sales was real revenue from FSPM’s PharmPod business, Bodden assisted in 
drafting licensing and distribution agreements that purported to show that there were legitimate 
sources for FSPM’s revenues.  The entities that FSPM reported as sources of licensing and 
distribution revenue were actually just front companies for Sears and/or Dittman that were funded 
by the illegal FSPM stock sales.   
14. Additionally, Bodden assisted in drafting certain FSPM financial statements, 
quarterly and annual reports, and investor materials that falsely claimed funds received from these 
entities as FSPM revenues.  None of these documents disclosed that the claimed business partners 
were owned or controlled by Sears and/or Dittman, or that the claimed revenues were traceable 
back to FSPM stock sales.  Almost all of FSPM’s claimed revenues in 2011, 2012, and 2013 are 
traceable back to Sears’ FSPM stock sales. 
                                                 
2
  At the same time, Bodden drafted a backdated letter of resignation from one of Sears’ relatives 
who appeared on paper to be both a director and officer of FSPM and the owner of one of the 
entities that purported to hold the debt that Sears wanted to convert into FSPM shares.  This fake 
document was necessary because if Sears’ relative was known to be both an FSPM director and 
officer and the owner of an entity that held FSPM debt, that entity would be considered an 
affiliate and would be restricted from selling FSPM shares. 

 5 
Violations 
15. As a result of the conduct described above, Bodden violated Sections 5(a) and 5(c) 
of the Securities Act.  Section 5(a) of the Securities Act prohibits the direct or indirect sale of 
securities through the mail or interstate commerce unless a registration statement is in effect.  
Section 5(c) prohibits the direct or indirect offer for sale of securities through the mail or interstate 
commerce unless a registration statement has been filed.   
16. As a result of the conduct described above, Bodden willfully aided and abetted and 
caused FSPM’s violations of Sections 17(a)(1) and 17(a)(3) of the Securities Act and Section 10(b) 
of the Exchange Act and Rules 10b-5(a) and 10b-5(c) thereunder.  Section 17(a)(1) of the 
Securities Act makes it unlawful, in the offer or sale of securities, to employ any device, scheme, 
or artifice to defraud.  Section 17(a)(3) of the Securities Act makes it unlawful, in the offer or sale 
of securities, to engage in any transaction, practice or course of business that operates or would 
operate as a fraud or deceit upon the purchaser.   Section 10(b) of the Exchange Act and Rule 10b-
5(a) thereunder make it unlawful, in the purchase or sale of securities, to employ any device, 
scheme or artifice to defraud.  Section 10(b) of the Exchange Act and Rule 10b-5(c) thereunder 
make it unlawful, in the purchase or sale of securities, to engage in any act, practice, or course of 
business that operates or would operate as a fraud or deceit upon any person.   
IV. 
Pursuant to this Order, Respondent agrees to additional proceedings in this proceeding to 
determine what, if any, disgorgement pursuant to Section 8A(e) of the Securities Act and Section 
21C(e) of the Exchange Act and/or civil penalties pursuant to Section 8A(g) of the Securities Act 
and Section 21B(a) of the Exchange Act against Respondent are in the public interest.  In 
connection with such additional proceedings: (a) Respondent agrees that he will be precluded from 
arguing that he did not violate the federal securities laws described in this Order; (b) Respondent 
agrees that he may not challenge the validity of this Order; (c) solely for the purposes of such 
additional proceedings, the findings of this Order shall be accepted as and deemed true by the 
hearing officer; and (d) the hearing officer may determine the issues raised in the additional 
proceedings on the basis of affidavits, declarations, excerpts of sworn deposition or investigative 
testimony, and documentary evidence. 
V. 
In view of the foregoing, the Commission deems it appropriate and in the public interest to 
impose the sanctions agreed to in Respondent Bodden’s Offer. 
Accordingly, pursuant to Section 8A of the Securities Act and Sections 15(b) and 21C of 
the Exchange Act, it is hereby ORDERED that: 
A. Respondent Bodden cease and desist from committing or causing any violations and 
any future violations of Sections 5(a), 5(c), 17(a)(1) and 17(a)(3) of the Securities Act and Section 
10(b) of the Exchange Act and Rules 10b-5(a) and 10b-5(c) thereunder.   
B. Respondent Bodden be, and hereby is: 

 6 
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. IT IS FURTHER ORDERED pursuant to Rule 100(c) of the Commission’s Rules 
of Practice, 17 C.F.R. § 201.100(c), in the interest of justice and without prejudice to any party to 
the proceeding, that a public hearing for the purpose of taking evidence on the questions set forth 
in Section IV hereof shall be convened at a time and place to be fixed, and before an 
Administrative Law Judge to be designated by further order as provided by Rule 110 of the 
Commission’s Rules of Practice, 17 C.F.R. § 201.110,  following the entry of a final judgment 
against the last remaining defendant(s) in United States v. William Sears and Scott Matthew 
Dittman, 16-CR-301-WJM (D.Colo.) (the “Related Actions”). 
If Bodden fails to appear at a hearing after being duly notified, Bodden may be deemed in 
default and the proceedings may be determined against him upon consideration of this Order, the 
allegations of which may be deemed to be true as provided by Rules 155(a), 221(f), and 310 of the 
Commission’s Rules of Practice, 17 C.F.R. §§ 201.155(a), 201.221(f), and 201.310. 
This Order shall be served forthwith upon Bodden personally or by certified mail. 
D.  IT IS FURTHER ORDERED pursuant to Rule 100(c) of the Commission’s Rules 
of Practice, 17 C.F.R. § 201.100(c), in the interest of justice and without prejudice to any party to 
the proceeding, that the Administrative Law Judge shall issue an initial decision no later than 120 
days from the date of the entry of a final judgment in the Related Actions. 
In the absence of an appropriate waiver, no officer or employee of the Commission 
engaged in the performance of investigative or prosecuting functions in this or any factually related 
proceeding will be permitted to participate or advise in the decision of this matter, except as 
witness or counsel in proceedings held pursuant to notice.  Since this proceeding is not “rule 
making” within the meaning of Section 551 of the Administrative Procedure Act, it is not deemed 
subject to the provisions of Section 553 delaying the effective date of any final Commission action. 
 By the Commission. 
 
 
 
       Brent J. Fields 
       Secretary 
 

UNITED STATES OF AMERICA 

 Before the 

 SECURITIES AND EXCHANGE COMMISSION 

SECURITIES ACT OF 1933 

Release No. 10214 / September 16, 2016 

SECURITIES EXCHANGE ACT OF 1934 

Release No. 78867 / September 16, 2016 

ADMINISTRATIVE PROCEEDING 

File No. 3-17549 

In the Matter of 

CLIFFE R. BODDEN 

Respondent. 

 

 

 

 

ORDER INSTITUTING ADMINISTRATIVE 

AND CEASE-AND-DESIST 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 AND NOTICE OF HEARING 

   

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 Cliffe R. Bodden 

(“Respondent”).   

II. 

In anticipation of the institution of these proceedings, Respondent 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, Respondent consents to the entry of this Order Instituting 

Administrative and Cease-and-Desist 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 and Notice of Hearing (“Order”), as 

set forth below. 



 2 

III. 

On the basis of this Order and Respondent’s Offer, the Commission finds1 that:  

Summary 

From approximately April 2011 to May 2014 (the “relevant period”), Fusion Pharm, Inc. 

(“FSPM”), through its chief executive officer (“CEO”), president and sole director Scott M. 

Dittman, and its undisclosed de facto officer and control person William J. Sears, engaged in an 

approximately $12 million fraudulent scheme in violation of the registration and antifraud 

provisions of the federal securities laws.  The scheme essentially involved four steps.  First, 

utilizing backdated convertible notes and preferred FSPM stock, FSPM issued common stock to 

entities controlled by Sears.  Second, Sears sold the FSPM stock into the market.  Third, Sears 

transferred over $1 million of the proceeds from the illegal stock sales back to FSPM, where the 

money was fraudulently recognized and reported as revenue.  Fourth, FSPM issued press releases 

and financial reports claiming the false revenues.  Among other things, Respondent Cliffe R. 

Bodden assisted FSPM in drafting certain fraudulent FSPM corporate documents, including 

backdated convertible notes.   

Respondent 

1. Cliffe R. Bodden, age 52, is a Cayman Islands citizen who currently resides in 

Folkston, Georgia, where he is serving a 74-month sentence in federal prison for his role in an 

unrelated offering fraud.  On August 2, 2012, he pleaded guilty to conspiracy to commit wire fraud 

in connection with a securities fraud scheme, and was sentenced in early 2013.  Respondent 

participated in an offering of FSPM stock, which is a penny stock.      

Other Relevant Entity and Persons 

2. Fusion Pharm, Inc. (“FSPM”) is a Nevada corporation with its principal offices in 

Denver, Colorado.  The company claims that it is focused on the development, production and 

sales of the “patent pending PharmPods cultivation container system,” which are refurbished 

shipping containers used primarily to grow cannabis.  FSPM has never registered an offering of 

securities under the Securities Act or a class of securities under the Exchange Act.  Beginning on 

April 4, 2011, the company’s stock was quoted on OTC Link (previously “Pink Sheets”) operated 

by OTC Markets Group, Inc. (“OTC Link”) under the symbol FSPM.  Following the 

Commission’s 10-business day trading suspension in May 2014, FSPM is currently listed as a 

Caveat Emptor/Grey Market OTC stock. 

3. Scott M. Dittman, age 47, is a resident of Boyertown, Pennsylvania.  During the 

relevant period, Dittman was a founder, FSPM’s CEO, president, and sole director.  Dittman 

signed and certified FSPM’s unaudited quarterly and annual financial statements posted on the 

OTC website.   

                                                 
1 The findings herein are made pursuant to Respondent’s Offer of Settlement and are not binding 

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



 3 

4. William J. Sears, age 50, is a resident of Thornton, Colorado.  During the relevant 

period, Sears was a founder, de facto officer and undisclosed control person of FSPM.  In 2007, 

Sears was convicted (via guilty plea) of one count of conspiracy to commit securities fraud and 

commercial bribery and one count of securities fraud.  United States v. Sears, Case No. 04-cr-556-

swk (S.D.N.Y.). 

Facts 

Background 

5. In late 2010, Dittman and Sears took over an existing public company and in March 

2011, changed its name to FSPM.  Dittman was on paper the CEO of the company, but Sears 

essentially acted as an undisclosed co-CEO.  Although FSPM was ostensibly in the business of 

selling PharmPods, it had almost no revenue to fund its operations.  Instead, from approximately 

2011 through 2013, FSPM was funded almost entirely through illegal sales of FSPM stock.  

6. Initially, FSPM was funded through the sale of stock that Sears received both from 

FSPM’s predecessor entity and as part of the take-over of the public company.  In order to make 

Sears’ sales of FSPM stock appear legitimate, and as part of the fraudulent scheme, Sears and 

Dittman made it falsely appear that Sears, through entities he controlled, had loaned money to 

FSPM.  Once Sears and Dittman had exhausted these funds, however, Sears then converted the so-

called “debt” to unrestricted FSPM shares, which he and his entities then illegally sold into the 

market.     

7. As part of the fraudulent scheme, Sears and Dittman funneled approximately $1.3 

million from the illegal FSPM stock sales back into FSPM.  In turn, FSPM falsely claimed the 

stock sale proceeds as revenue, thereby increasing FSPM’s stock price and volume and making the 

fraud even more profitable.  Because the stock sales would not have been possible, and because the 

purported revenues from Sears’ entities would have to have been reported as related party 

transactions, if Sears was disclosed as an FSPM officer, Sears and Dittman hid Sears’ role in 

FSPM. 

Bodden’s Role in the Scheme 

8. Bodden had previously worked with Sears, and was hired by FSPM to draft certain 

corporate documents that Sears and Dittman used to conduct the fraud.  Between approximately 

early 2011 through early 2013, Bodden assisted in drafting fraudulent FSPM corporate documents, 

including backdated convertible notes.   

9. For example, in approximately mid-2012, Bodden assisted in creating a forged and 

backdated document bearing the electronic signature of FSPM’s predecessor company’s CEO.  

The purpose of creating this document was to assist Sears with converting preferred shares he had 

received from the predecessor company’s CEO into common shares that could be sold in the 

market.   

  



 4 

10. Also in mid-2012, at the direction of Sears and Dittman, Bodden drafted 

promissory notes between FSPM and Sears’ entities to make certain transfers of Sears’ stock sale 

proceeds to FSPM falsely appear to be loans to FSPM.  Further, to make it falsely appear that the 

promissory notes related to transfers of funds that Sears made to FSPM in 2011, the notes were 

backdated to 2011.   

11. In approximately December 2012, Bodden drafted new promissory notes between 

FSPM and Sears’ entities—now convertible to FSPM common stock at the rate of $0.01 per 

share—and again backdated the documents to make it falsely appear that the convertible debt had 

been outstanding for more than one year.2  The purpose of creating these promissory notes was so 

that the debt could be converted to more unrestricted FSPM stock for Sears to sell into the market, 

and the backdating was an attempt to circumvent the one-year holding period required under the 

Securities Act. 

12. These documents, as well as other false documents that Bodden prepared, enabled 

Sears to convert phony debt into unrestricted shares that he sold into the market for approximately 

$10.5 million of illegal proceeds (in addition to approximately $1.5 million of FSPM stock he sold 

without Bodden’s involvement).  Because the convertible notes were backdated and the underlying 

“debt” claimed incurred was itself phony debt, the sales of shares violated the registration 

provisions of the federal securities laws because Sears’ sales failed to meet the volume limitations 

applicable to affiliates and/or did not meet the applicable one-year holding period.   

13. Further, to make it falsely appear as if the money that Sears funneled to FSPM from 

the illegal stock sales was real revenue from FSPM’s PharmPod business, Bodden assisted in 

drafting licensing and distribution agreements that purported to show that there were legitimate 

sources for FSPM’s revenues.  The entities that FSPM reported as sources of licensing and 

distribution revenue were actually just front companies for Sears and/or Dittman that were funded 

by the illegal FSPM stock sales.   

14. Additionally, Bodden assisted in drafting certain FSPM financial statements, 

quarterly and annual reports, and investor materials that falsely claimed funds received from these 

entities as FSPM revenues.  None of these documents disclosed that the claimed business partners 

were owned or controlled by Sears and/or Dittman, or that the claimed revenues were traceable 

back to FSPM stock sales.  Almost all of FSPM’s claimed revenues in 2011, 2012, and 2013 are 

traceable back to Sears’ FSPM stock sales. 

                                                 
2  At the same time, Bodden drafted a backdated letter of resignation from one of Sears’ relatives 

who appeared on paper to be both a director and officer of FSPM and the owner of one of the 

entities that purported to hold the debt that Sears wanted to convert into FSPM shares.  This fake 

document was necessary because if Sears’ relative was known to be both an FSPM director and 

officer and the owner of an entity that held FSPM debt, that entity would be considered an 

affiliate and would be restricted from selling FSPM shares. 



 5 

Violations 

15. As a result of the conduct described above, Bodden violated Sections 5(a) and 5(c) 

of the Securities Act.  Section 5(a) of the Securities Act prohibits the direct or indirect sale of 

securities through the mail or interstate commerce unless a registration statement is in effect.  

Section 5(c) prohibits the direct or indirect offer for sale of securities through the mail or interstate 

commerce unless a registration statement has been filed.   

16. As a result of the conduct described above, Bodden willfully aided and abetted and 

caused FSPM’s violations of Sections 17(a)(1) and 17(a)(3) of the Securities Act and Section 10(b) 

of the Exchange Act and Rules 10b-5(a) and 10b-5(c) thereunder.  Section 17(a)(1) of the 

Securities Act makes it unlawful, in the offer or sale of securities, to employ any device, scheme, 

or artifice to defraud.  Section 17(a)(3) of the Securities Act makes it unlawful, in the offer or sale 

of securities, to engage in any transaction, practice or course of business that operates or would 

operate as a fraud or deceit upon the purchaser.   Section 10(b) of the Exchange Act and Rule 10b-

5(a) thereunder make it unlawful, in the purchase or sale of securities, to employ any device, 

scheme or artifice to defraud.  Section 10(b) of the Exchange Act and Rule 10b-5(c) thereunder 

make it unlawful, in the purchase or sale of securities, to engage in any act, practice, or course of 

business that operates or would operate as a fraud or deceit upon any person.   

IV. 

Pursuant to this Order, Respondent agrees to additional proceedings in this proceeding to 

determine what, if any, disgorgement pursuant to Section 8A(e) of the Securities Act and Section 

21C(e) of the Exchange Act and/or civil penalties pursuant to Section 8A(g) of the Securities Act 

and Section 21B(a) of the Exchange Act against Respondent are in the public interest.  In 

connection with such additional proceedings: (a) Respondent agrees that he will be precluded from 

arguing that he did not violate the federal securities laws described in this Order; (b) Respondent 

agrees that he may not challenge the validity of this Order; (c) solely for the purposes of such 

additional proceedings, the findings of this Order shall be accepted as and deemed true by the 

hearing officer; and (d) the hearing officer may determine the issues raised in the additional 

proceedings on the basis of affidavits, declarations, excerpts of sworn deposition or investigative 

testimony, and documentary evidence. 

V. 

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

impose the sanctions agreed to in Respondent Bodden’s Offer. 

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

the Exchange Act, it is hereby ORDERED that: 

A. Respondent Bodden cease and desist from committing or causing any violations and 

any future violations of Sections 5(a), 5(c), 17(a)(1) and 17(a)(3) of the Securities Act and Section 

10(b) of the Exchange Act and Rules 10b-5(a) and 10b-5(c) thereunder.   

B. Respondent Bodden be, and hereby is: 



 6 

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. IT IS FURTHER ORDERED pursuant to Rule 100(c) of the Commission’s Rules 

of Practice, 17 C.F.R. § 201.100(c), in the interest of justice and without prejudice to any party to 

the proceeding, that a public hearing for the purpose of taking evidence on the questions set forth 

in Section IV hereof shall be convened at a time and place to be fixed, and before an 

Administrative Law Judge to be designated by further order as provided by Rule 110 of the 

Commission’s Rules of Practice, 17 C.F.R. § 201.110,  following the entry of a final judgment 

against the last remaining defendant(s) in United States v. William Sears and Scott Matthew 

Dittman, 16-CR-301-WJM (D.Colo.) (the “Related Actions”). 

If Bodden fails to appear at a hearing after being duly notified, Bodden may be deemed in 

default and the proceedings may be determined against him upon consideration of this Order, the 

allegations of which may be deemed to be true as provided by Rules 155(a), 221(f), and 310 of the 

Commission’s Rules of Practice, 17 C.F.R. §§ 201.155(a), 201.221(f), and 201.310. 

This Order shall be served forthwith upon Bodden personally or by certified mail. 

D.  IT IS FURTHER ORDERED pursuant to Rule 100(c) of the Commission’s Rules 

of Practice, 17 C.F.R. § 201.100(c), in the interest of justice and without prejudice to any party to 

the proceeding, that the Administrative Law Judge shall issue an initial decision no later than 120 

days from the date of the entry of a final judgment in the Related Actions. 

In the absence of an appropriate waiver, no officer or employee of the Commission 

engaged in the performance of investigative or prosecuting functions in this or any factually related 

proceeding will be permitted to participate or advise in the decision of this matter, except as 

witness or counsel in proceedings held pursuant to notice.  Since this proceeding is not “rule 

making” within the meaning of Section 551 of the Administrative Procedure Act, it is not deemed 

subject to the provisions of Section 553 delaying the effective date of any final Commission action. 

 By the Commission. 

 

 

 

       Brent J. Fields 

       Secretary