U.S. SECURITIES AND EXCHANGE COMMISSION
Litigation Release No. 25812 / August 18, 2023
Securities and Exchange Commission v. Andrew Wyles Waters, No. 2:23-cv-06799 (C. D. Cal. filed August 18, 2023)
SEC Charges Former California and Colorado Resident with Fraud
The Securities and Exchange Commission today charged Andrew Wyles Waters (Waters) with perpetrating a fraudulent scheme involving his private sale of restricted common stock in ECom Products Group Corporation (EPGC) (OTC: EPGC), a Florida corporation that purportedly owns, consolidates, and manages e-commerce platforms.
The SEC's complaint alleges that, from late 2019 to July 2022, Waters fraudulently induced more than 20 investors, including investors in and around Montecito, California and Aspen, Colorado, 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 alleges that Waters, who serves as EPGC's Director and CEO, made repeated false and misleading statements to investors about EPGC's business and capital raising efforts, as well as his intended use of the funds he obtained from his sales of the stock. Waters and his spouse, Helen Q. Waters, allegedly used cash proceeds from Waters' fraud for personal expenses - including horseback riding and long-term luxury home rental expenses.
The SEC's complaint, filed in the U.S. District Court for the Central District of California, charges Waters with violating the antifraud provisions of Section 17(a) of the Securities Act of 1933 and Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder. The complaint seeks injunctive relief, disgorgement with prejudgment interest, a civil penalty, a penny stock bar, and an officer and director bar. The complaint names Helen Q. Waters as a relief defendant.
The SEC's investigation was conducted by Taryn Lewis, Jake Schmidt, and Scott Hlavacek of the Chicago Regional Office. The investigation was supervised by Brian Fagel. The litigation will be led by Timothy Leiman.