UNITED STATES OF AMERICA

Before the

SECURITIES AND EXCHANGE COMMISSION

SECURITIES EXCHANGE ACT OF 1934

Release No. 78848 / September 15, 2016

ADMINISTRATIVE PROCEEDING

File No. 3-16652

In the Matter of

MICHAEL S. WILSON, CPA and

COTTERMAN-WILSON, CPAs, INC.

Respondents.

NOTICE OF PROPOSED PLAN OF 

DISTRIBUTION AND OPPORTUNITY 

FOR COMMENT

ADMINISTRATIVE PROCEEDING

File No. 3-16892

In the Matter of

JAMES T. BUDDEN AND 

ALEXANDER W. BUDDEN,

Respondents.

Notice is hereby given, pursuant to Rule 1103 of the Securities and Exchange Commission’s 

(“Commission”) Rules on Fair Fund and Disgorgement Plans (“Rules”), 17 C.F.R. § 201.1103, that 

the Division of Enforcement (“Division”) has submitted to the Commission a proposed plan of 

distribution (“Plan”) for the distribution of monies placed into Fair Funds in the above-captioned 

matters.

As described more specifically in the Plan, the funds in the above-captioned proceedings, if 

the Plan is approved by the Commission, will be transferred, pursuant to Rule 1102(a) of the Rules, 

17 C.F.R. § 201.1102(a), to a court-appointed receiver (“Receiver”) in the related Commission 

action, Securities and Exchange Commission v. Cowgill, No. 2:14-CV-396 (S.D. Ohio) (the 

“District Court Action”), for distribution to injured investors in accordance with the court-approved 
2

plan in the District Court Action (“Receiver’s Plan”).1In accordance with Rule 1102(a), the District 

Court Action is “based upon a complaint alleging violations arising from the same or substantially 

similar facts as those alleged in the Commission’s order[s] instituting proceedings.” The Division 

has concluded transferring the funds paid in the Commission’s two administrative proceedings and 

distributing them through the District Court Action is fair and reasonable under the circumstances. 

A distribution through the District Court Action in accordance with the Receiver’s Plan will benefit 

the same investors injured as a result of Douglas E. Cowgill’s (“Cowgill”) misconduct2and be more 

cost-effective and timely than if the Commission undertakes its own distribution of the funds.

On June 25, 2015, the Commission issued an Order Instituting Public Administrative and 

Cease-and-Desist Proceedings Pursuant to Section 4C of the Securities Exchange Act of 1934, 

Section 203(k) of the Investment Advisers Act of 1940 (“Advisers Act”), and Rule 102(e) of the 

Commission’s Rules of Practice, Making Findings, and Imposing Remedial Sanctions and a Ceaseand-Desist Order (“Accounting Firm Order”)3

against Michael S. Wilson, CPA (“Wilson”) and 

Cotterman-Wilson CPAs, Inc., a Columbus, Ohio based accounting firm (“Cotterman-Wilson”) 

(collectively, “Accounting Firm Respondents”).

The order involving the Accounting Firm Respondents found the Accounting Firm 

Respondents’ failed to complete surprise examinations in 2009, 2010, and 2011 as required by 

Section 206(4) of the Advisers Act and Rule 206(4)-2 thereunder. The Accounting Firm 

Respondents consented, without admitting or denying the allegations, to a finding that they caused 

PIM’s violations of Section 206(4) of the Advisers Act and Rule 206(4)-2 thereunder, and engaged 

in improper professional conduct within the meaning of Section 4C(a)(2) of the Securities 

Exchange Act of 1934 and Rule 102(e)(1)(ii), 17 C.F.R. § 201.102(e)(1)(ii).

Wilson was ordered to pay a $50,000 civil money penalty and Cotterman-Wilson was 

ordered to pay a $25,000 civil money penalty, $10,868 in disgorgement, and $1,029 in prejudgment 

interest. The Accounting Firm Respondents paid the Commission, as ordered, on June 26, 2015. 

Pursuant to Section 308(a) of the Sarbanes-Oxley Act of 2002, as amended, the Accounting Firm 

Order created a Fair Fund for the disgorgement, interest, and penalties paid by the Accounting Firm 

Respondents for the benefit of PIM’s clients who were harmed due to the misconduct of the 

Accounting Firm Respondents. 

On October 13, 2015, the Commission issued an Order Instituting Administrative and 

Cease-and-Desist Proceedings Pursuant to Sections 203(f) and 203(k) of the Investment Advisers 

Act of 1940, Making Findings, and Imposing Remedial Sanctions and a Cease-and-Desist Order

(“PIM Owner Order”) 4against James T. Budden and Alexander W. Budden (collectively “PIM 

Owner Respondents”).

 

1 Docket No. 58. 

2 Cowgill, Professional Management Inc.’s (“PIM”) President and Chief Compliance Officer, violated several 

antifraud provisions of the federal securities laws by misappropriating more than $840,000 in client assets within the 

meaning of Section 203(e)(6) of the Investment Advisers Act of 1940 (“Advisers Act”), and, also caused PIM to 

violate Section 206(4) of the Advisers Act and Rule 206(4)-7 thereunder.

3 Exchange Act Rel. No. 75298 (June 25, 2015) (Administrative Proceeding File No. 3-16652).

4

 Advisers Act Rel. No. 4225 (Oct.13, 2015) (Administrative Proceeding File No. 3-16892).
3

The PIM Owner Respondents consented, without admitting or denying the allegations, to a 

finding that they failed reasonably to supervise Cowgill within the meaning of Sections 203(e)(6)

of the Advisers Act with a view to preventing and detecting Cowgill’s violations of Section 10(b) 

of the Exchange Act and Rule 10b-5 thereunder, and Sections 203(a), 204(a), 206(1), 206(2), 

206(4), and 207 of the Advisers Act and Rules 204-2, 206(4)-2, and 206(4)-7 thereunder; caused 

PIM’s violations of Section 206(4) of the Advisers Act and Rule 206(4)-7; James T. Budden also 

consented, without admitting or denying the allegations, to a finding that he caused PIM to violate 

Section 206(4) of the Advisers Act and Rule 206(4)-2 thereunder.

James T. Budden was ordered to pay a $125,000 civil money penalty and Alexander W. 

Budden was ordered to pay a $75,000 civil money penalty. The PIM Owner Respondents paid the 

Commission, as ordered, on October 14, 2015. Pursuant to Section 308(a) of the Sarbanes-Oxley 

Act of 2002, as amended, the PIM Owner Order created a Fair Fund for the penalties paid by the 

PIM Owner Respondents for the benefit of PIM’s clients that were harmed due to the misconduct 

of the PIM Owner Respondents. 

If the Commission approves the Plan, the Commission staff will take the necessary steps to 

obtain a Commission order transferring the balance of the two Fair Funds, $286,897, to the District 

Court Action. The Receiver has agreed to distribute the funds in accordance with the courtapproved Receiver’s Plan to investors who were harmed due to the misconduct found in the two 

administrative proceedings. 

OPPORTUNITY FOR COMMENT

Pursuant to this Notice, all interested persons are advised that they may obtain a copy of 

the Plan from the Commission’s public website at http://www.sec.gov/litigation/fairfundlist.htm. 

Interested persons may also obtain a written copy of the Plan by submitting a written request to 

Susan Pecaro, Esq., United States Securities and Exchange Commission, 100 F Street, NE, 

Washington, DC 20549-5876. All persons who desire to comment on the Plan may submit their 

comments, in writing, no later than thirty (30) days from the date of this Notice:

1. to the Office of the Secretary, United States Securities and Exchange 

Commission, 100 F Street, NE, Washington, DC 20549-1090;

2. by using the Commission’s Internet comment form 

(http://www.sec.gov/litigation/admin.shtml); or 

3. by sending an e-mail to rule-comments@sec.gov.

Comments submitted should include “Administrative Proceeding File Nos. 3-16652 and

3-16892” in the subject line. Comments received will be publicly available. Persons should 

submit only information that they wish to make publicly available.
4

THE PLAN

If approved, the Plan provides for the transfer of the funds received in these two 

administrative proceedings to the District Court Action for distribution to harmed investors in 

accordance with the Receiver’s Plan.

For the Commission, by its Secretary, pursuant to delegated authority.

Brent J. Fields

Secretary