Andrew Wyles Waters
U.S. SECURITIES AND EXCHANGE COMMISSION
Litigation Release No. 26425 / November 26, 2025
Securities and Exchange Commission v. Andrew Wyles Waters, No. 2:23-cv-06799-GW-JCx (filed Aug. 18, 2023) (C.D. Cal.)
SEC Obtains Final Judgment Against Former California and Colorado Resident in Fraudulent Stock Scheme
On October 16, 2025, the U.S. District Court for the Central District of California entered a final judgment against Andrew Wyles Waters, whom the SEC charged in 2023 with perpetrating a fraudulent scheme involving his private sale of restricted common stock in ECom Products Group Corporation (OTC: EPGC) (now known as Zippeee Corp), a Florida corporation that purportedly owns, consolidates, and manages e-commerce platforms.
The SEC's complaint alleged that, from late 2019 to July 2022, Waters fraudulently induced more than 20 investors to purchase EPGC common stock from him and fraudulently caused 12 investors to accept EPGC common stock in exchange for the stock of another company Waters owned and controlled. According to the complaint, the EPGC common stock that Waters sold to investors (both in direct sales and the exchange of shares) had a total face value of approximately $3 million. The complaint alleged that Waters, who served as EPGC's Director and CEO, made repeated false and misleading statements to investors about EPGC's business and purported Regulation A offering, as well as his intended use of the funds he obtained from his sales of the stock. According to the complaint, Waters and his wife, relief defendant Helen Q. Waters, used cash proceeds from Waters' fraud for personal expenses - including expenses associated with horseback riding and long-term luxury home rentals.
The Court’s final judgment by default permanently enjoins Waters from participating in the issuance, purchase, offer, or sale of any security in an unregistered transaction, and from violating the antifraud provisions of Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder and Section 17(a) of the Securities Act of 1933. The final judgment also imposes a permanent officer-and-director bar and a permanent penny stock bar against Waters. In addition, the Court ordered Waters to pay, on an individual basis, disgorgement of $1,939,426.48, prejudgment interest of $600,149.94, and a civil penalty of $236,451.00; relief defendant Helen Waters to pay, on an individual basis, disgorgement of $6,300.00 and prejudgment interest of $1,322.67; and Waters and relief defendant Helen Waters to pay, jointly and severally, disgorgement of $446,565.27 and prejudgment interest of $93,754.88.
The SEC’s litigation was conducted by Timothy Leiman, Jake Schmidt, Taryn Lewis, Joshua Wagoner, and Brian Fagel of the SEC’s Chicago Regional Office.