SEC v. TYLER L. ANDREWS, No. 1:23-cv-1063, District of Colorado (Apr. 28, 2023) — Complaint

IN THE UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF COLORADO

Civil Action No.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION,
 Plaintiff,
v.
TYLER L. ANDREWS,
 Defendant.

COMPLAINT AND JURY DEMAND

 Plaintiff United States Securities and Exchange Commission (“SEC”)
alleges as follows for its Complaint against Defendant Tyler L. Andrews
(“Andrews” or “Defendant”):
SUMMARY
1. From May through October 2019, Andrews defrauded investors out of
over $1 million through the offer and sale of promissory notes as part of the luxury
travel business of Platinum Travel and Entertainment, L.L.C., which was operated
by Gregory A. Ciccone, a convicted felon.
2. Ciccone used Andrews to solicit investors to purchase promissory
notes from Platinum for the purported purpose of raising funds to secure high-end

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hotel reservations.  Ciccone provided Andrews with false information about the
purpose of the promissory notes with the expectation that Andrews would pass that
information along in soliciting investors.  In addition to providing the false
information provided by Ciccone, Andrews made false and misleading statements
to investors in connection with his offer and sale of the promissory notes that he
knew or was reckless in not knowing, and should have known, were false or
misleading.
3. For example, Andrews hid Ciccone’s criminal history, falsely claimed
an attorney had performed due diligence on the investments, misstated the
collateral securing the investments, failed to tell investors that Platinum had not
repaid the promissory notes on time, falsely touted his own investments in
Platinum, and misrepresented the cause of repayment delays. Andrews also
personally misappropriated investor funds, and Andrews requested that Ciccone
used investors’ funds to make a Ponzi-like payment to an earlier investor and
continued to solicit investors after he learned of the fraudulent payment.
4. As a result of the conduct described herein, Andrews violated, and
unless restrained and enjoined will continue to violate,   the securities registration
and antifraud provisions of Sections 5(a), 5(c), and 17(a) of the Securities Act of
1933 (“Securities Act”) [15 U.S.C. §§ 77e(a), 77e(c), 77q(a)], Section 10(b) of the

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Securities Exchange Act of 1934 (“Exchange Act”) and Rule 10b-5 thereunder [15
U.S.C. §   78j(b) and 17 C.F.R. § 240.10b-5].
5. The SEC seeks entry of an   injunction enjoining Andrews from future
violations of the securities registration and anti-fraud provisions of the federal
securities laws, enjoining him from soliciting any person or entity to purchase or
sell any security in an unregistered offering by an issuer, barring him from serving
as an officer or director of a public company,  ordering disgorgement of his ill  -
gotten gains from the unlawful activity set forth in this Complaint pursuant to
Sections 21(d)(3), (5) and (7) of the Exchange Act [15 U.S.C. § § 78(d)(3), (5) and
(7)] together with prejudgment interest, ordering civil penalties pursuant to Section
20(d) of the Securities Act [15 U.S.C. § 77t(d)] and Section 21(d)(3) of the
Exchange Act [15 U.S.C. § 78u(d)(3)], and providing for such other relief that the
Court may deem appropriate.
JURISDICTION AND VENUE
6. This Court has jurisdiction over this action pursuant to Sections 20(b),
20(d)(1),  and 22(a) of the Securities Act [15 U.S.C. §§ 77t(b), 77t(d)(1), and
77v(a)], and Sections 21(d)(1), 21(e), and 27(a) of the Exchange Act [15 U.S.C. §§
78u(d)(1), 78u(e),  and 78aa(a)].
7. Andrews, directly or indirectly, made use of the means or instruments
of transportation or communication in interstate commerce, the means or

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instrumentality of interstate commerce, or of the mails, in connection with the acts,
practices, and courses of business set forth in this Complaint.  Andrews
communicated with prospective investors by means of telephone calls, emails, text
messages and the Internet in the offer and sale of the promissory notes, and caused
wire transfers of funds to be made and received through communications in
interstate commerce.
8. Venue lies in the District of Colorado pursuant to Section 22(a) of the
Securities Act [15 U.S.C. § 77v(a)] and Section 27(a) of the Exchange Act [15
U.S.C. § 78aa(a)].  Andrews engaged in certain of the acts, practices, or courses of
business alleged in this Complaint within the District of Colorado, including, but
not limited to, the offer and sale of promissory notes, drafting and disseminating
promissory notes, and directing investors to send wire transfers for the purchase of
promissory notes.  In addition, Andrews resides in this district.
DEFENDANT
9. Tyler L. Andrews, age 34,  is a resident of Colorado Springs,
Colorado.  From approximately May through October 2019 (the “Relevant
Period”), Andrews transacted business and offered and sold securities while he
resided in Colorado Springs, Colorado.  Andrews was a business development
officer at a Colorado Springs company that offered private lending contracts to
prospective investors.

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RELATED PARTIES
10. Gregory Ciccone (“Ciccone”), now deceased, resided in San Diego,
California from approximately November 2018 through at least February 2020.
The SEC filed a related civil case against Ciccone and Platinum, SEC v. Ciccone,
No. 2:21-cv-17768 (D.N.J. Sept. 29, 2021),  which was dismissed after Ciccone
died.  Andrews was identified in the Ciccone complaint as “Sales Agent 1.”
11. Platinum Travel and Entertainment, L.L.C. (“Platinum”) was a
New Jersey limited liability company with its principal place of business in San
Diego, California from approximately November 2018 through at least February
2020.  Ciccone was the sole owner, managing member,  and president of Platinum.
FACTS
I. Defendant Raised Money from Investors through the Offer and Sale of
Securities.

12. In or about April 2019, Andrews was introduced over a telephone call
to Ciccone by a mutual acquaintance.
13. During the April 2019 telephone call and later telephone
conversations, Ciccone told Andrews that Ciccone operated Platinum, which was
offering short-term, high-interest promissory notes (the “Promissory Notes”) to
obtain funds to pay advance deposits to reserve luxury travel for Platinum’s clients,
and that Platinum earned money based on commissions received from hotels and
others in connection with its luxury travel concierge business.

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14. Ciccone knowingly or recklessly provided false and misleading
information to Andrews with the intention, expectation, and knowledge that
Andrews would pass along that false and misleading information in the solicitation
of investors to purchase Platinum Promissory Notes.
15. The Promissory Notes had terms that varied from 45 to 146 days, and
paid interest ranging from 15% to 50% per term.
16. Section 2(a)(1) of the Securities Act and Section 3(a)(10) of the
Exchange Act [15 U.S.C. §§ 77b(a)(1) and 78c(a)(10)] define “security” to
include, among other things, any “note.”
17. The Promissory Notes are securities in the form of “notes.”
18. The stated purpose of the Promissory Notes was to finance Platinum’s
purported luxury travel business; the investors were primarily motivated by the
high interest rate payable under the Promissory Notes and did not enter into the
Promissory Notes for any consumer purpose; and investors viewed the Promissory
Notes as investments with guaranteed returns of between 15% and 50%, depending
on the term of the Promissory Note.
19. On April 24, 2019, Andrews received an email from Ciccone
containing Platinum’s “marketing deck” that described Platinum’s business as a
“luxury travel concierge” with “unique relationships” that allowed it to provide
high-end experiences to its clients.  The marketing deck also described the services

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that Platinum offered and provided information on the background of the company
and its target market.
20. Starting in May 2019, Andrews received a series of emails from
Ciccone describing various hotel reservations that Platinum purportedly held, for
which Ciccone sought funding through the sale of Promissory Notes:
a. On May 13, 2019, Andrews received an email from Ciccone
containing a list of Platinum’s “immediate bookings,” including a
reservation for $24,000 at a hotel in Punta Mita, Mexico and other
reservations totaling $211,000 that were purportedly scheduled at
hotels through June 2019.  Ciccone requested Andrews solicit
investors to purchase Platinum Promissory Notes so Platinum could
pay for these “bookings.”  Ciccone wrote that the loans would be
repaid “on a 60 day payment schedule from the check-out date” on the
reservation.
b. On June 11, 2019, Andrews received an email from Ciccone
containing “future bookings through October” that contained eight
hotel reservations around the country totaling approximately
$538,450, for which Ciccone and Platinum sought funds through the
sale of additional Promissory Notes.

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c. On July 1, 2019, Andrews received an email from Ciccone advising
him that the “$220,000 [received from investors] last week covered
three full events in July and is leaving a balance for the large Maui
July Booking of $22,700.00 which is needed immediately.  The other
immediate booking starting August 1st, also in Maui, is for
$192,000.00 which was raised from the original number because they
requested to add some more rooms.”
21. From May through October 2019, Andrews used information
provided by Ciccone to offer and sell, directly or indirectly, the Promissory Notes
to at least seventeen investors and raised over $1 million from those investors.
22. For example, in response to Ciccone’s May 13, 2019 email, Andrews
solicited an investor in Ohio (the “Ohio Investor”) through telephone conversations
and emails to purchase a $24,000 Promissory Note on May 17, 2019 and a second
$14,000 Promissory Note on May 30, 2019.
23. Andrews also solicited an investor in Texas (the “Texas Investor”)
through telephone conversations, emails, and texts to purchase a $32,000
Promissory Note on May 31, 2019.
24. Andrews prepared the Promissory Notes for each investor and sent
them over the Internet to Ciccone to electronically sign on behalf of Platinum.
Andrews subsequently sent the signed Promissory Notes to investors.

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25. Andrews directed investors to wire funds for the purchase of the
Promissory Notes to Platinum’s bank accounts located in California and other
states.
II. Andrews Obtained Funds from Investors through False and Misleading
Statements and Omissions of Material Fact.

26. Andrews offered the Promissory Notes to prospective investors who
resided outside of Colorado by means and instruments of interstate
communication, including by telephone calls, text messages,    and emails.
A. Andrews made false and misleading statements and omissions about
Ciccone’s criminal conviction.

27. On or about May 12, 2014, Ciccone pled guilty to, and was convicted
of,  one count of mail fraud under 18 U.S.C. § 1341, and one count of filing a false
income tax return under 26 U.S.C. § 7206 in United States v. Ciccone, No.
2:2011cr554 (D.N.J. May 12, 2014).
28. Andrews learned of Ciccone’s criminal conviction on or about May
13, 2019, when a prospective investor sent him a copy of the Department of Justice
press release regarding Ciccone’s conviction.  Andrews confirmed the information
about the criminal conviction with Ciccone.
29. During the Relevant Period, Andrews made false and misleading
statements of material fact to prospective investors in telephone conversations and

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emails, that Ciccone was a great guy, impressive entrepreneur, and successful
business man.
30. Andrews’ statements about Ciccone being a great guy, impressive
entrepreneur,  and successful business man were misleading because Andrews did
not disclose the material fact that Ciccone was convicted of two felonies, which
was necessary to make his statements about Ciccone not misleading to the
prospective investors.
31. Andrews knew or was reckless in not knowing, and should have
known,  that his statements about Ciccone were misleading when made without
disclosing Ciccone’s felony convictions.
32. Andrews’ omission of the fact that Ciccone was a convicted felon
were material to investors.  A reasonable investor would want to know that the
person with whom they are trusting their investment was previously convicted of
fraud.
B. Andrews made false and misleading statements that an attorney
prepared the Promissory Notes and conducted due diligence.

33. During the Relevant Period, Andrews made false and misleading
statements in telephone conversations and texts with prospective investors that an
attorney prepared the Promissory Notes and conducted due diligence on the
investments   with Platinum.

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34. These statements were false and misleading because Andrews, who is
not an attorney, prepared the Promissory Notes and no attorney conducted due
diligence on the proposed investments with Platinum.
35. Andrews knew or was reckless in not knowing, and should have
known, that these statements were false and misleading when made.  Andrews
knew that he prepared the Promissory Notes sent to investors and that he did not
engage an attorney to conduct due diligence upon the proposed investments with
Platinum.
36. Andrews’ false and misleading statements regarding an attorney
preparing the Promissory Notes and conducting due diligence upon the
investments with Platinum were material to investors.  A reasonable investor
would want to know whether an attorney had prepared the legal documents for the
investment and conducted   due diligence on the merits of the investment.
C. Andrews made false and misleading statements about collateral
securing the Promissory Notes.

37. During the Relevant Period, Andrews made false and misleading
statements in telephone conversations and texts with prospective investors, and in
the Promissory Notes that he prepared, that the loans were secured by collateral,
including Ciccone’s 2016 BMW automobile and a house in San Diego, California.
38. Andrews believed the 2016 BMW had a value of approximately
$80,000.

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39. Ciccone did not own the house listed as collateral.
40. Andrews’ statements were false and misleading because Andrews
knew that the BMW was pledged as collateral on numerous Promissory Notes that
he prepared, and that these loan amounts exceeded the estimated $80,000 value of
the automobile.  Andrews was reckless in not knowing, and should have known,
that Ciccone did not own the house listed as collateral.  In addition, Andrews knew
that none of Ciccone’s assets could be used to secure the Promissory Notes.  In a
May 16, 2019 email, Ciccone told Andrews that his assets were not available to
secure the Promissory Notes.
41. Andrews knew or was reckless in not knowing, and should have
known, that his statements about the collateral were false and misleading when
made.
42. Andrews’ false and misleading statements regarding the collateral
securing the Promissory Notes were material to investors.  A reasonable investor
would want to know that Ciccone’s BMW was pledged as collateral for several
Promissory Notes, which greatly exceeded the value of the automobile, and that
Ciccone’s assets were not available as collateral.
D. Andrews made false and misleading statements about Platinum
making timely payments on its Promissory Notes.

43. As noted above in paragraph 22, on or about May 16, 2019, Andrews
offered for sale the first Promissory Note f or $24,000 to the Ohio Investor.

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Andrews knew from his preparation of the first Promissory Note that Platinum
agreed to repay the principal and interest on July 19, 2019.
44. During May and June 2019, Andrews offered for sale additional
Promissory Notes, including a second Promissory Note for $14,000 to  the Ohio
Investor. These Promissory Notes were due on or about July 26, 2019.
45. On or about July 23, 2019, Andrews knew from his preparation of the
first Promissory Note and his communications with Ciccone that Platinum did not
make timely repayment of the first Promissory Note on July 19, 2019 as required
by its terms.

46. On or about July 26, 2019, Andrews knew from his preparation of the
additional Promissory Notes and his communications with Ciccone that Platinum
did not make timely repayments of the additional Promissory Notes on July 26,
2019 as required by their terms.
47. From July 23, 2019 through at least October 31, 2019, Andrews made
false and misleading statements in telephone conversations with at least nine
prospective investors that Platinum was a successful business that could repay its
Promissory Notes according to the terms of the agreements.  He did not disclose
that Platinum did not make timely repayments according to the terms of the
Promissory Notes that were due on or after July 23, 2019.

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48. For example, on July 24, 2019 and August 5, 2019, in telephone
conversations Andrews offered for sale Promissory Notes of approximately
$198,000 and $50,000 to two investors   in Texas, stated that Platinum was a
successful business that could repay its Promissory Notes, but did not disclose that
Platinum was not making timely repayments on its existing loans.
49. Andrews’ statements that Platinum was a successful business that
could repay its Promissory Notes were misleading.  Andrews omitted to state
material facts that were necessary to render these statements not misleading.  These
omissions include that Platinum had not timely repaid previously-issued
Promissory Notes.
50. Andrews knew or was reckless in not knowing, and should have
known,  that the statements regarding Platinum’s business and its ability to make
timely repayments were misleading.  From July 23, 2019 through at least October
31, 2019, when Andrews made these statements, he knew that Platinum had not
timely repaid previously-issued Promissory Notes.
51. Andrews’ misleading statements regarding Platinum’s business and its
ability to make timely payments were material to investors.  A reasonable investor
would want to know whether the borrower would have the ability to make timely
payments.
E. Andrews made false and misleading statements about his previous
investment in Platinum Promissory Notes to induce an investment.

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52. During June 2019, Andrews offered for sale two Promissory Notes for
$26,000 and $100,000 to a prospective investor.  Andrews made false statements in
telephone conversations with the investor that Andrews had previously invested in
Promissory Notes with Platinum and received significant returns for several years.
53. These statements were false because Andrews had not known Ciccone
for years, had not invested   with Platinum, and had not received significant returns
on any such investment.
54. Andrews knew or was reckless in not knowing, and should have
known,  that his statement about personally investing with Platinum for several
years were not true because he first met Ciccone in April 2019,  just two months
prior.  Andrews also knew that he had n ot invested   any money in Platinum’s
Promissory Notes and had not received any returns.
55. Andrews’ false statements regarding his previous successful
investments with Platinum were material to investors.  A reasonable investor
would want to know that the person offering the investments had success with the
same investment that they recommended   to the investor.
F. Andrews made false and misleading statements about Platinum’s
inability to return money to investors.

56. In text messages on August 6, 2019, Andrews told Ciccone that
investors were complaining that they were not being timely repaid.

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57. Ciccone made false and misleading statements to investors through
Andrews to prevent the investors from learning that Platinum would not be able to
make payments as promised in the Platinum Promissory Notes. Ciccone provided
this information to Andrews with the knowledge and expectation that Andrews
would provide that information to investors to delay their demands for repayment.
58. To explain the delay, starting on or about August 7, 2019, Ciccone
told Andrews in text messages, telephone calls, and emails that Platinum’s bank
had placed a hold on Platinum’s bank account, which was to receive commission
checks from the hotel with which Platinum was purportedly doing business.  The
bank did not place a hold on Platinum’s bank account.
59. On August 19, 2019, Andrews exchanged text messages with Ciccone
about a potential investor investing $100,000 in the next several days.  Andrews
suggested that Ciccone not use the new investor’s funds to pay for hotel
reservations but instead to repay the current lenders who would then reinvest with
Platinum.  Andrews suggested taking this action to show the investors the returns
were real and to create a track record of successful investment.
60. On August 19, 2019, Ciccone forwarded to Andrews an August 17,
2019 email purportedly from an employee of Platinum’s bank, indicating that there
was a hold on Platinum’s account and stating that the hold would continue through
August 21, 2019 and then wire transfers would be executed.

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61. As noted in paragraph 23, above, Andrews solicited the “Texas
Investor” to purchase a $32,000 Promissory Note on May 31, 2019. To placate the
Texas Investor who was demanding repayment, Andrews forward the August 17,
2019 bank email to the Texas Investor.
62. The Texas Investor contacted the employee of the bank listed as the
author of the email and learned that the employee had not written the email and the
document sent by Ciccone and forwarded by Andrews was fake.  On August 26,
2019, the Texas Investor sent a text message to Andrews advising him that the
bank employee did not send the August 17, 2019 bank email.
63. Despite learning that the August 17, 2019 bank email was fake and
knowing that the bank did not, in fact, place a hold on the account, Andrews
prepared a letter on August 27, 2019 for Ciccone and Platinum to send to investors
explaining the delays in payments on the Promissory Notes were due to, among
other things, the bank placing a hold on Platinum’s bank account.
64. On August 29, 2019, Ciccone sent the investors the letter that
Andrews had prepared about the bank placing a hold on Platinum’s bank account,
and copied Andrews on the correspondence.
65. This letter was false because Platinum’s bank had not placed a hold on
its bank account.
66. Andrews knew or was reckless in not knowing, and should have

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known,  that his statements in the August 27, 2019 letter to investors about the
reason for the delays in repaying investors were false and misleading.
67. Andrews’ false statements regarding the hold on Platinum’s bank
account were material to investors.  A reasonable investor would want to know that
the delays in payment were not due to the bank placing a hold on Platinum’s bank
account.
III. In Connection with the Offering of Securities, Andrews Engaged in
Deceptive Acts.

68. During the Relevant Period, in addition to the false and misleading
statements described above, Andrews engaged in additional deceptive conduct to
defraud investors, and engaged in numerous acts, practices, or courses of business
that defrauded the investors.
A. Andrews misused investors’ funds provided to him to be used for
attorney’s fees.

69. On or about July 25, 2019, Andrews sent Ciccone a text message
falsely stating that Andrews had receive an attorney’s bill for $4,520.  In response,
on July 29, 2019, Ciccone and Platinum paid Andrews $4,520 out of funds
received from investors.
70.  On or about September 8, 2019, Andrews falsely stated the he needed
additional funds to pay attorney’s fees, and Ciccone paid him $470 out of funds
received from investors.

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71. On or about October 18, 2019, Andrews falsely stated that he needed
an additional $10,000 to pay attorney’s fees.  In response, on October 18, 2019,
Ciccone paid Andrews $10,000 out of funds received from investors.
72. Andrews did not use the funds to pay any attorney’s fees.  Instead,
Andrews misappropriated the funds and kept the money for himself .
B. Andrews worked with Ciccone to make a Ponzi-like payment.

73. In October 2019, Andrews continued to receive requests from the
Texas Investor for repayment of his overdue Promissory Note.
74. On or about October 8, 2019, Andrews offered to sell a $41,500
Promissory Note to investors representing that their funds would be used in
Platinum’s luxury travel business.  The investors agreed to purchase the
Promissory Note and send the payment.
75. On or about October 9, 2019, Andrews and Ciccone exchanged text
messages that the investors were sending the $41,500 by wire transfer.  Andrews
requested that Ciccone discuss with him the best use of the funds before paying
those funds to a hotel.  In text messages that day, Andrews told Ciccone that the
Texas Investor was demanding repayment.  Andrews stated that the Texas Investor
requested a $10,000 repayment.

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76. On or about October 11, 2019, Andrews offered the Ohio Investor
Promissory Notes for $22,500 and $10,000.  Andrews told the Ohio Investor that
Platinum would use the $32,500 to pay advance deposits to reserve luxury travel.
77. Following receipt of $32,500 from the Ohio Investor, Andrews
recommended in an October 15, 2019 text, that Ciccone use part of the funds to
pay Ciccone’s attorney and use $10,000 to repay the Texas Investor.  Ciccone
followed Andrews’ recommendation, sent the Texas Investor $10,000, and texted
Andrews a copy of a $10,000 cashier’s check paid to the Texas Investor.
78. Andrews continued to solicit investors after learning about this Ponzi-
like payment to the Texas Investor.
IV. Andrews Engaged in Deceptive Lulling Conduct.

79. Andrews falsely assured two investors that their money was used
appropriately.
80. First, on September 24, 2019, an investor texted Andrews that she
received a fraud alert from her bank about a   $50,000 wire that she sent to Platinum
to purchase a Promissory Note in August 2019 that was to be used to make hotel
reservations.
81. In response to her concerns about the fraud alert from her bank,
Andrews texted the investor that he “confirmed with [the bank that] the wire went
out to [the hotel],” and requested that she confirm with her bank that there was no

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fraud regarding her wire to Platinum.  Andrews had not, in fact, confirmed with the
bank that a wire was sent.  The investor’s money was never wired to the hotel;
instead, Ciccone misappropriated it.
82. On September 27, 2019, Andrews texted the investor that he had
confirmed with the hotel that the $50,000 had been received.  In fact, Andrews had
not confirmed   this information with the hotel.
83. Andrews knew or was reckless in not knowing, and should have
known, that he had not received confirmations from the bank or the hotel.
84. Second, on September 27, 2019, Andrews told another investor that
the business development company where he worked had potential liability of
about $700,000 if Platinum did not repay the Promissory Notes.  Andrews made
this statement to lull the investor into believing her investment was guaranteed by
the business development company.
85. Andrews knew or was reckless in not knowing, and should have
known, that the company he worked for did not, in fact, make an investment with
Platinum or guarantee the Promissory Notes.
V. The Promissory Notes Were Sold When No Registration Statement Was
in Effect.

86. Section 5(a) and (c) of the Securities Act    [15 U.S.C. § 77e(a) and (c)]
make it unlawful for any person, directly or indirectly, to use interstate commerce
or the mails, to sell a security unless a registration statement is in effect as to the

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security, or to offer to sell a security unless a registration statement has been filed
as to such security.
87. As detailed above, from May through October 2019, Andrews offered
and sold securities in the form of the Promissory Notes to at least seventeen
investors and obtained approximately $1,022,680.
88. Andrews offered and sold securities using the means or instruments of
interstate commerce, including, but not limited to, telephone, text, email, and wire
transfers.
89. Andrews was a necessary participant and substantial factor in the
securities offerings identified above.  Among other things, Andrews arranged the
offering of the Promissory Notes, drafted the Promissory Notes, and made the
statements to induce investors to purchase the Promissory Notes.  As such,
Andrews’ actions were integral to the success of the offering.
90. No registration statement was filed or in effect with the SEC for the
offers and sales of the Promissory Notes.
91. No exemption from registration existed with respect to the offering.
FIRST CLAIM FOR RELIEF
Fraud—Section 10(b) of the Exchange and Rule 10b-5 Thereunder

92. The SEC realleges and incorporates by reference paragraphs 1
through 91 as though fully set forth herein.

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93. By virtue of the foregoing, Andrews, directly or indirectly, acting with
scienter, by use of any means or instrumentality of interstate commerce, or of the
mails, or of any facility of a national securities exchange, in connection with the
purchase or sale of a security: (a) employed devices, schemes or artifices to
defraud; (b) made untrue statements of material fact or omitted to state material
facts necessary in order to make the statements made, in light of the circumstances
under which they were made, not misleading; or (c) engaged in acts, practices or
courses of business which operated or would operate as a fraud or deceit upon
another person.
94. By reason of the conduct described above, Andrews, directly or
indirectly, violated, and unless restrained and enjoined, will again violate, Section
10(b) of the Exchange Act [15 U.S.C. § 78j(b)] and Rule 10b-5 thereunder [17
C.F.R. § 240.10b-5(b)].
SECOND CLAIM FOR RELIEF
Fraud –    Section 17(a) of the Securities Act

95. The SEC realleges and incorporates by reference paragraphs 1
through 91 as though fully set forth herein.
96. By virtue of the foregoing, Andrews, directly or indirectly, in the offer
or sale of securities, by use of the means or instruments of transportation or
communication in interstate commerce or by use of the mails, (1) employed a
device, scheme, or artifice to defraud with scienter; (2) obtained money or property

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by means of an untrue statement of material fact or omission to state a material fact
necessary in order to make the statements made, in light of the circumstances
under which they were made, not misleading; or (3) engaged in a transaction,
practice or course of business that operated or would operate as a fraud or deceit
upon the purchasers of such securities.
97. Accordingly, Andrews violated and, unless restrained and enjoined,
will again violate Section 17(a) of the Securities Act [15 U.S.C. § 77q(a)].
THIRD CLAIM FOR RELIEF
Offer and Sale of Unregistered Securities –    Section 5(a) and (c) of the
Securities Act

98. The SEC realleges and incorporates by reference paragraphs 1
through 91 as though fully set forth herein.
99. Andrews, directly or indirectly, singly or in concert, made use of the
means or instruments of transportation or communication in interstate commerce
or of the mails to sell a security through the use or medium of a prospectus or
otherwise, or to carry or cause to be carried through the mails or in interstate
commerce,  by any means or instruments of transportation, a security   for the
purpose of sale or for delivery after sale,  when no registration statement was in
effect as to that   security.
100. Andrews, directly or indirectly, singly or in concert, made use of the
means or instruments of transportation or communication in interstate commerce

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or of the mails to offer to sell or offer to buy any security   through the use or
medium of a prospectus or otherwise, when no registration statement had been
filed for such security.
101. Accordingly, Andrews violated and, unless restrained and enjoined,
will again violate Sections 5(a) and 5(c) of the Securities Act [15 U.S.C. §§ 77e(a)
and 77e(c)].
JURY DEMAND
The SEC demands a trial by jury on all claims so triable.
PRAYER FOR RELIEF
Therefore,  the SEC respectfully requests  that this Court:
(a) Find that the Defendant committed the violations alleged in this Complaint;
(b) Permanently enjoin the Defendant from violating Sections 5(a), 5(c),  and
17(a) of the Securities Act [15 U.S.C. §§ 77e(a), 77e(c),  and 77q(a)] and Section 10(b) of
the Exchange Act [15 U.S.C. § 78j(b)] and Rule 10b-5 thereunder [17 C.F.R. § 240.10b-5]
pursuant to F
ED. R. CIV. P. 65;
(c) Permanently enjoin Defendant from,  directly or indirectly, including but not
limited to through any entity owned or controlled by Andrews, soliciting any person or
entity to purchase or sell any security in an unregistered offering by an issuer;

26

(d) Order Defendant to be barred from serving as an officer or director of a
publicly-held company pursuant to Section 21(e) of the Securities Act [15 U.S.C. § 77t(e)]
and Section 21(d)(2) of the Exchange Act [15 U.S.C. § 78u(d)(2)];
(e) Order Defendant to disgorge all ill-gotten gains
 received during the period of
the violative conduct, together with pre-judgment interest, pursuant to the Court’s equitable
powers and Sections 21(d)(3), 21(d)(5), and 21(d)(7) of the Exchange Act [15 U.S.C. §§
78u(d)(3), 78u(d)(5), and 78u(d)(7)];
(f) Order Defendant to pay civil money penalties pursuant to Section 20(d) of
the Securities Act [15 U.S.C. § 77t(d)] and Section 21(d)(3) of the Exchange Act [15
U.S.C. § 78u(d)(3)]; and
(g) Grant such other and further relief as this Court may deem just and proper.
Dated: April 27, 2023
Respectfully submitted,
/s/ Leslie J. Hughes
Leslie J. Hughes, (Colo. Bar No. 15043]
U.S. Securities and Exchange Commission
1961 Stout Street, Suite 1700
Denver, CO 80294-1961
Telephone: 303-844-1086
Email: [email protected]

    Attorney for Plaintiff –    United States
Securities and Exchange Commission

IN THE UNITED STATES DISTRICT COURT 
FOR THE DISTRICT OF COLORADO 

 

Civil Action No.  

UNITED STATES SECURITIES AND EXCHANGE COMMISSION, 

 Plaintiff, 

v. 

TYLER L. ANDREWS, 

 Defendant. 

 
COMPLAINT AND JURY DEMAND 

 
 
 Plaintiff United States Securities and Exchange Commission (“SEC”) 

alleges as follows for its Complaint against Defendant Tyler L. Andrews 

(“Andrews” or “Defendant”): 

SUMMARY 

1. From May through October 2019, Andrews defrauded investors out of 

over $1 million through the offer and sale of promissory notes as part of the luxury 

travel business of Platinum Travel and Entertainment, L.L.C., which was operated 

by Gregory A. Ciccone, a convicted felon. 

2. Ciccone used Andrews to solicit investors to purchase promissory 

notes from Platinum for the purported purpose of raising funds to secure high-end 

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hotel reservations.  Ciccone provided Andrews with false information about the 

purpose of the promissory notes with the expectation that Andrews would pass that 

information along in soliciting investors.  In addition to providing the false 

information provided by Ciccone, Andrews made false and misleading statements 

to investors in connection with his offer and sale of the promissory notes that he 

knew or was reckless in not knowing, and should have known, were false or 

misleading.   

3. For example, Andrews hid Ciccone’s criminal history, falsely claimed 

an attorney had performed due diligence on the investments, misstated the 

collateral securing the investments, failed to tell investors that Platinum had not 

repaid the promissory notes on time, falsely touted his own investments in 

Platinum, and misrepresented the cause of repayment delays. Andrews also 

personally misappropriated investor funds, and Andrews requested that Ciccone 

used investors’ funds to make a Ponzi-like payment to an earlier investor and 

continued to solicit investors after he learned of the fraudulent payment.   

4. As a result of the conduct described herein, Andrews violated, and 

unless restrained and enjoined will continue to violate, the securities registration 

and antifraud provisions of Sections 5(a), 5(c), and 17(a) of the Securities Act of 

1933 (“Securities Act”) [15 U.S.C. §§ 77e(a), 77e(c), 77q(a)], Section 10(b) of the 

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Securities Exchange Act of 1934 (“Exchange Act”) and Rule 10b-5 thereunder [15 

U.S.C. § 78j(b) and 17 C.F.R. § 240.10b-5].  

5. The SEC seeks entry of an injunction enjoining Andrews from future 

violations of the securities registration and anti-fraud provisions of the federal 

securities laws, enjoining him from soliciting any person or entity to purchase or 

sell any security in an unregistered offering by an issuer, barring him from serving 

as an officer or director of a public company, ordering disgorgement of his ill-

gotten gains from the unlawful activity set forth in this Complaint pursuant to 

Sections 21(d)(3), (5) and (7) of the Exchange Act [15 U.S.C. §§ 78(d)(3), (5) and 

(7)] together with prejudgment interest, ordering civil penalties pursuant to Section 

20(d) of the Securities Act [15 U.S.C. § 77t(d)] and Section 21(d)(3) of the 

Exchange Act [15 U.S.C. § 78u(d)(3)], and providing for such other relief that the 

Court may deem appropriate.  

JURISDICTION AND VENUE 

6. This Court has jurisdiction over this action pursuant to Sections 20(b), 

20(d)(1), and 22(a) of the Securities Act [15 U.S.C. §§ 77t(b), 77t(d)(1), and 

77v(a)], and Sections 21(d)(1), 21(e), and 27(a) of the Exchange Act [15 U.S.C. §§ 

78u(d)(1), 78u(e), and 78aa(a)].   

7. Andrews, directly or indirectly, made use of the means or instruments 

of transportation or communication in interstate commerce, the means or 

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instrumentality of interstate commerce, or of the mails, in connection with the acts, 

practices, and courses of business set forth in this Complaint.  Andrews 

communicated with prospective investors by means of telephone calls, emails, text 

messages and the Internet in the offer and sale of the promissory notes, and caused 

wire transfers of funds to be made and received through communications in 

interstate commerce.   

8. Venue lies in the District of Colorado pursuant to Section 22(a) of the 

Securities Act [15 U.S.C. § 77v(a)] and Section 27(a) of the Exchange Act [15 

U.S.C. § 78aa(a)].  Andrews engaged in certain of the acts, practices, or courses of 

business alleged in this Complaint within the District of Colorado, including, but 

not limited to, the offer and sale of promissory notes, drafting and disseminating 

promissory notes, and directing investors to send wire transfers for the purchase of 

promissory notes.  In addition, Andrews resides in this district. 

DEFENDANT 

9. Tyler L. Andrews, age 34, is a resident of Colorado Springs, 

Colorado.  From approximately May through October 2019 (the “Relevant 

Period”), Andrews transacted business and offered and sold securities while he 

resided in Colorado Springs, Colorado.  Andrews was a business development 

officer at a Colorado Springs company that offered private lending contracts to 

prospective investors.  

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RELATED PARTIES 

10. Gregory Ciccone (“Ciccone”), now deceased, resided in San Diego, 

California from approximately November 2018 through at least February 2020. 

The SEC filed a related civil case against Ciccone and Platinum, SEC v. Ciccone, 

No. 2:21-cv-17768 (D.N.J. Sept. 29, 2021), which was dismissed after Ciccone 

died.  Andrews was identified in the Ciccone complaint as “Sales Agent 1.” 

11. Platinum Travel and Entertainment, L.L.C. (“Platinum”) was a 

New Jersey limited liability company with its principal place of business in San 

Diego, California from approximately November 2018 through at least February 

2020.  Ciccone was the sole owner, managing member, and president of Platinum.   

FACTS 

I. Defendant Raised Money from Investors through the Offer and Sale of 
Securities. 
 
12. In or about April 2019, Andrews was introduced over a telephone call 

to Ciccone by a mutual acquaintance.  

13. During the April 2019 telephone call and later telephone 

conversations, Ciccone told Andrews that Ciccone operated Platinum, which was 

offering short-term, high-interest promissory notes (the “Promissory Notes”) to 

obtain funds to pay advance deposits to reserve luxury travel for Platinum’s clients, 

and that Platinum earned money based on commissions received from hotels and 

others in connection with its luxury travel concierge business. 

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14. Ciccone knowingly or recklessly provided false and misleading 

information to Andrews with the intention, expectation, and knowledge that 

Andrews would pass along that false and misleading information in the solicitation 

of investors to purchase Platinum Promissory Notes.   

15. The Promissory Notes had terms that varied from 45 to 146 days, and 

paid interest ranging from 15% to 50% per term.   

16. Section 2(a)(1) of the Securities Act and Section 3(a)(10) of the 

Exchange Act [15 U.S.C. §§ 77b(a)(1) and 78c(a)(10)] define “security” to 

include, among other things, any “note.”   

17. The Promissory Notes are securities in the form of “notes.” 

18. The stated purpose of the Promissory Notes was to finance Platinum’s 

purported luxury travel business; the investors were primarily motivated by the 

high interest rate payable under the Promissory Notes and did not enter into the 

Promissory Notes for any consumer purpose; and investors viewed the Promissory 

Notes as investments with guaranteed returns of between 15% and 50%, depending 

on the term of the Promissory Note. 

19. On April 24, 2019, Andrews received an email from Ciccone 

containing Platinum’s “marketing deck” that described Platinum’s business as a 

“luxury travel concierge” with “unique relationships” that allowed it to provide 

high-end experiences to its clients.  The marketing deck also described the services 

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that Platinum offered and provided information on the background of the company 

and its target market. 

20. Starting in May 2019, Andrews received a series of emails from 

Ciccone describing various hotel reservations that Platinum purportedly held, for 

which Ciccone sought funding through the sale of Promissory Notes:  

a. On May 13, 2019, Andrews received an email from Ciccone 

containing a list of Platinum’s “immediate bookings,” including a 

reservation for $24,000 at a hotel in Punta Mita, Mexico and other 

reservations totaling $211,000 that were purportedly scheduled at 

hotels through June 2019.  Ciccone requested Andrews solicit 

investors to purchase Platinum Promissory Notes so Platinum could 

pay for these “bookings.”  Ciccone wrote that the loans would be 

repaid “on a 60 day payment schedule from the check-out date” on the 

reservation.   

b. On June 11, 2019, Andrews received an email from Ciccone 

containing “future bookings through October” that contained eight 

hotel reservations around the country totaling approximately 

$538,450, for which Ciccone and Platinum sought funds through the 

sale of additional Promissory Notes. 

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c. On July 1, 2019, Andrews received an email from Ciccone advising 

him that the “$220,000 [received from investors] last week covered 

three full events in July and is leaving a balance for the large Maui 

July Booking of $22,700.00 which is needed immediately.  The other 

immediate booking starting August 1st, also in Maui, is for 

$192,000.00 which was raised from the original number because they 

requested to add some more rooms.” 

21. From May through October 2019, Andrews used information 

provided by Ciccone to offer and sell, directly or indirectly, the Promissory Notes 

to at least seventeen investors and raised over $1 million from those investors.   

22. For example, in response to Ciccone’s May 13, 2019 email, Andrews 

solicited an investor in Ohio (the “Ohio Investor”) through telephone conversations 

and emails to purchase a $24,000 Promissory Note on May 17, 2019 and a second 

$14,000 Promissory Note on May 30, 2019.   

23. Andrews also solicited an investor in Texas (the “Texas Investor”) 

through telephone conversations, emails, and texts to purchase a $32,000 

Promissory Note on May 31, 2019.   

24. Andrews prepared the Promissory Notes for each investor and sent 

them over the Internet to Ciccone to electronically sign on behalf of Platinum.  

Andrews subsequently sent the signed Promissory Notes to investors. 

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25. Andrews directed investors to wire funds for the purchase of the 

Promissory Notes to Platinum’s bank accounts located in California and other 

states. 

II. Andrews Obtained Funds from Investors through False and Misleading 
Statements and Omissions of Material Fact. 
  
26. Andrews offered the Promissory Notes to prospective investors who 

resided outside of Colorado by means and instruments of interstate 

communication, including by telephone calls, text messages, and emails. 

A. Andrews made false and misleading statements and omissions about 
Ciccone’s criminal conviction. 
 

27. On or about May 12, 2014, Ciccone pled guilty to, and was convicted 

of, one count of mail fraud under 18 U.S.C. § 1341, and one count of filing a false 

income tax return under 26 U.S.C. § 7206 in United States v. Ciccone, No. 

2:2011cr554 (D.N.J. May 12, 2014). 

28. Andrews learned of Ciccone’s criminal conviction on or about May 

13, 2019, when a prospective investor sent him a copy of the Department of Justice 

press release regarding Ciccone’s conviction.  Andrews confirmed the information 

about the criminal conviction with Ciccone.  

29. During the Relevant Period, Andrews made false and misleading 

statements of material fact to prospective investors in telephone conversations and 

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10 
 

emails, that Ciccone was a great guy, impressive entrepreneur, and successful 

business man.  

30. Andrews’ statements about Ciccone being a great guy, impressive 

entrepreneur, and successful business man were misleading because Andrews did 

not disclose the material fact that Ciccone was convicted of two felonies, which 

was necessary to make his statements about Ciccone not misleading to the 

prospective investors.  

31. Andrews knew or was reckless in not knowing, and should have 

known, that his statements about Ciccone were misleading when made without 

disclosing Ciccone’s felony convictions. 

32. Andrews’ omission of the fact that Ciccone was a convicted felon 

were material to investors.  A reasonable investor would want to know that the 

person with whom they are trusting their investment was previously convicted of 

fraud. 

B. Andrews made false and misleading statements that an attorney 
prepared the Promissory Notes and conducted due diligence. 
 

33. During the Relevant Period, Andrews made false and misleading 

statements in telephone conversations and texts with prospective investors that an 

attorney prepared the Promissory Notes and conducted due diligence on the 

investments with Platinum. 

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34. These statements were false and misleading because Andrews, who is 

not an attorney, prepared the Promissory Notes and no attorney conducted due 

diligence on the proposed investments with Platinum. 

35. Andrews knew or was reckless in not knowing, and should have 

known, that these statements were false and misleading when made.  Andrews 

knew that he prepared the Promissory Notes sent to investors and that he did not 

engage an attorney to conduct due diligence upon the proposed investments with 

Platinum.  

36. Andrews’ false and misleading statements regarding an attorney 

preparing the Promissory Notes and conducting due diligence upon the 

investments with Platinum were material to investors.  A reasonable investor 

would want to know whether an attorney had prepared the legal documents for the 

investment and conducted due diligence on the merits of the investment. 

C. Andrews made false and misleading statements about collateral 
securing the Promissory Notes. 
 

37. During the Relevant Period, Andrews made false and misleading 

statements in telephone conversations and texts with prospective investors, and in 

the Promissory Notes that he prepared, that the loans were secured by collateral, 

including Ciccone’s 2016 BMW automobile and a house in San Diego, California.  

38. Andrews believed the 2016 BMW had a value of approximately 

$80,000.   

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39. Ciccone did not own the house listed as collateral. 

40. Andrews’ statements were false and misleading because Andrews 

knew that the BMW was pledged as collateral on numerous Promissory Notes that 

he prepared, and that these loan amounts exceeded the estimated $80,000 value of 

the automobile.  Andrews was reckless in not knowing, and should have known, 

that Ciccone did not own the house listed as collateral.  In addition, Andrews knew 

that none of Ciccone’s assets could be used to secure the Promissory Notes.  In a 

May 16, 2019 email, Ciccone told Andrews that his assets were not available to 

secure the Promissory Notes.   

41. Andrews knew or was reckless in not knowing, and should have 

known, that his statements about the collateral were false and misleading when 

made.   

42. Andrews’ false and misleading statements regarding the collateral 

securing the Promissory Notes were material to investors.  A reasonable investor 

would want to know that Ciccone’s BMW was pledged as collateral for several 

Promissory Notes, which greatly exceeded the value of the automobile, and that 

Ciccone’s assets were not available as collateral.  

D. Andrews made false and misleading statements about Platinum 
making timely payments on its Promissory Notes. 
 

43. As noted above in paragraph 22, on or about May 16, 2019, Andrews 

offered for sale the first Promissory Note for $24,000 to the Ohio Investor.  

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13 
 

Andrews knew from his preparation of the first Promissory Note that Platinum 

agreed to repay the principal and interest on July 19, 2019.   

44. During May and June 2019, Andrews offered for sale additional 

Promissory Notes, including a second Promissory Note for $14,000 to the Ohio 

Investor. These Promissory Notes were due on or about July 26, 2019. 

45. On or about July 23, 2019, Andrews knew from his preparation of the 

first Promissory Note and his communications with Ciccone that Platinum did not 

make timely repayment of the first Promissory Note on July 19, 2019 as required 

by its terms.  

46. On or about July 26, 2019, Andrews knew from his preparation of the 

additional Promissory Notes and his communications with Ciccone that Platinum 

did not make timely repayments of the additional Promissory Notes on July 26, 

2019 as required by their terms. 

47. From July 23, 2019 through at least October 31, 2019, Andrews made 

false and misleading statements in telephone conversations with at least nine 

prospective investors that Platinum was a successful business that could repay its 

Promissory Notes according to the terms of the agreements.  He did not disclose 

that Platinum did not make timely repayments according to the terms of the 

Promissory Notes that were due on or after July 23, 2019.   

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48. For example, on July 24, 2019 and August 5, 2019, in telephone 

conversations Andrews offered for sale Promissory Notes of approximately 

$198,000 and $50,000 to two investors in Texas, stated that Platinum was a 

successful business that could repay its Promissory Notes, but did not disclose that 

Platinum was not making timely repayments on its existing loans.  

49. Andrews’ statements that Platinum was a successful business that 

could repay its Promissory Notes were misleading.  Andrews omitted to state 

material facts that were necessary to render these statements not misleading.  These 

omissions include that Platinum had not timely repaid previously-issued 

Promissory Notes. 

50. Andrews knew or was reckless in not knowing, and should have 

known, that the statements regarding Platinum’s business and its ability to make 

timely repayments were misleading.  From July 23, 2019 through at least October 

31, 2019, when Andrews made these statements, he knew that Platinum had not 

timely repaid previously-issued Promissory Notes. 

51. Andrews’ misleading statements regarding Platinum’s business and its 

ability to make timely payments were material to investors.  A reasonable investor 

would want to know whether the borrower would have the ability to make timely 

payments.   

E. Andrews made false and misleading statements about his previous 
investment in Platinum Promissory Notes to induce an investment. 

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52. During June 2019, Andrews offered for sale two Promissory Notes for 

$26,000 and $100,000 to a prospective investor.  Andrews made false statements in 

telephone conversations with the investor that Andrews had previously invested in 

Promissory Notes with Platinum and received significant returns for several years.  

53. These statements were false because Andrews had not known Ciccone 

for years, had not invested with Platinum, and had not received significant returns 

on any such investment.   

54. Andrews knew or was reckless in not knowing, and should have 

known, that his statement about personally investing with Platinum for several 

years were not true because he first met Ciccone in April 2019, just two months 

prior.  Andrews also knew that he had not invested any money in Platinum’s 

Promissory Notes and had not received any returns.  

55. Andrews’ false statements regarding his previous successful 

investments with Platinum were material to investors.  A reasonable investor 

would want to know that the person offering the investments had success with the 

same investment that they recommended to the investor.  

F. Andrews made false and misleading statements about Platinum’s 
inability to return money to investors. 
 

56. In text messages on August 6, 2019, Andrews told Ciccone that 

investors were complaining that they were not being timely repaid. 

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57. Ciccone made false and misleading statements to investors through 

Andrews to prevent the investors from learning that Platinum would not be able to 

make payments as promised in the Platinum Promissory Notes. Ciccone provided 

this information to Andrews with the knowledge and expectation that Andrews 

would provide that information to investors to delay their demands for repayment.  

58. To explain the delay, starting on or about August 7, 2019, Ciccone 

told Andrews in text messages, telephone calls, and emails that Platinum’s bank 

had placed a hold on Platinum’s bank account, which was to receive commission 

checks from the hotel with which Platinum was purportedly doing business.  The 

bank did not place a hold on Platinum’s bank account.    

59. On August 19, 2019, Andrews exchanged text messages with Ciccone 

about a potential investor investing $100,000 in the next several days.  Andrews 

suggested that Ciccone not use the new investor’s funds to pay for hotel 

reservations but instead to repay the current lenders who would then reinvest with 

Platinum.  Andrews suggested taking this action to show the investors the returns 

were real and to create a track record of successful investment.  

60. On August 19, 2019, Ciccone forwarded to Andrews an August 17, 

2019 email purportedly from an employee of Platinum’s bank, indicating that there 

was a hold on Platinum’s account and stating that the hold would continue through 

August 21, 2019 and then wire transfers would be executed.   

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61. As noted in paragraph 23, above, Andrews solicited the “Texas 

Investor” to purchase a $32,000 Promissory Note on May 31, 2019. To placate the 

Texas Investor who was demanding repayment, Andrews forward the August 17, 

2019 bank email to the Texas Investor.   

62. The Texas Investor contacted the employee of the bank listed as the 

author of the email and learned that the employee had not written the email and the 

document sent by Ciccone and forwarded by Andrews was fake.  On August 26, 

2019, the Texas Investor sent a text message to Andrews advising him that the 

bank employee did not send the August 17, 2019 bank email. 

63. Despite learning that the August 17, 2019 bank email was fake and 

knowing that the bank did not, in fact, place a hold on the account, Andrews 

prepared a letter on August 27, 2019 for Ciccone and Platinum to send to investors 

explaining the delays in payments on the Promissory Notes were due to, among 

other things, the bank placing a hold on Platinum’s bank account. 

64. On August 29, 2019, Ciccone sent the investors the letter that 

Andrews had prepared about the bank placing a hold on Platinum’s bank account, 

and copied Andrews on the correspondence.    

65. This letter was false because Platinum’s bank had not placed a hold on 

its bank account.   

66. Andrews knew or was reckless in not knowing, and should have 

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known, that his statements in the August 27, 2019 letter to investors about the 

reason for the delays in repaying investors were false and misleading.   

67. Andrews’ false statements regarding the hold on Platinum’s bank 

account were material to investors.  A reasonable investor would want to know that 

the delays in payment were not due to the bank placing a hold on Platinum’s bank 

account. 

III. In Connection with the Offering of Securities, Andrews Engaged in 
Deceptive Acts. 
 
68. During the Relevant Period, in addition to the false and misleading 

statements described above, Andrews engaged in additional deceptive conduct to 

defraud investors, and engaged in numerous acts, practices, or courses of business 

that defrauded the investors.   

A. Andrews misused investors’ funds provided to him to be used for 
attorney’s fees. 
 

69. On or about July 25, 2019, Andrews sent Ciccone a text message 

falsely stating that Andrews had receive an attorney’s bill for $4,520.  In response, 

on July 29, 2019, Ciccone and Platinum paid Andrews $4,520 out of funds 

received from investors. 

70.  On or about September 8, 2019, Andrews falsely stated the he needed 

additional funds to pay attorney’s fees, and Ciccone paid him $470 out of funds 

received from investors.  

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71. On or about October 18, 2019, Andrews falsely stated that he needed 

an additional $10,000 to pay attorney’s fees.  In response, on October 18, 2019, 

Ciccone paid Andrews $10,000 out of funds received from investors. 

72. Andrews did not use the funds to pay any attorney’s fees.  Instead, 

Andrews misappropriated the funds and kept the money for himself. 

B. Andrews worked with Ciccone to make a Ponzi-like payment. 
 

73. In October 2019, Andrews continued to receive requests from the 

Texas Investor for repayment of his overdue Promissory Note. 

74. On or about October 8, 2019, Andrews offered to sell a $41,500 

Promissory Note to investors representing that their funds would be used in 

Platinum’s luxury travel business.  The investors agreed to purchase the 

Promissory Note and send the payment.  

75. On or about October 9, 2019, Andrews and Ciccone exchanged text 

messages that the investors were sending the $41,500 by wire transfer.  Andrews 

requested that Ciccone discuss with him the best use of the funds before paying 

those funds to a hotel.  In text messages that day, Andrews told Ciccone that the 

Texas Investor was demanding repayment.  Andrews stated that the Texas Investor 

requested a $10,000 repayment.  

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76. On or about October 11, 2019, Andrews offered the Ohio Investor 

Promissory Notes for $22,500 and $10,000.  Andrews told the Ohio Investor that 

Platinum would use the $32,500 to pay advance deposits to reserve luxury travel.   

77. Following receipt of $32,500 from the Ohio Investor, Andrews 

recommended in an October 15, 2019 text, that Ciccone use part of the funds to 

pay Ciccone’s attorney and use $10,000 to repay the Texas Investor.  Ciccone 

followed Andrews’ recommendation, sent the Texas Investor $10,000, and texted 

Andrews a copy of a $10,000 cashier’s check paid to the Texas Investor.  

78. Andrews continued to solicit investors after learning about this Ponzi-

like payment to the Texas Investor.  

IV. Andrews Engaged in Deceptive Lulling Conduct. 
 
79. Andrews falsely assured two investors that their money was used 

appropriately.   

80. First, on September 24, 2019, an investor texted Andrews that she 

received a fraud alert from her bank about a $50,000 wire that she sent to Platinum 

to purchase a Promissory Note in August 2019 that was to be used to make hotel 

reservations. 

81. In response to her concerns about the fraud alert from her bank, 

Andrews texted the investor that he “confirmed with [the bank that] the wire went 

out to [the hotel],” and requested that she confirm with her bank that there was no 

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fraud regarding her wire to Platinum.  Andrews had not, in fact, confirmed with the 

bank that a wire was sent.  The investor’s money was never wired to the hotel; 

instead, Ciccone misappropriated it. 

82. On September 27, 2019, Andrews texted the investor that he had 

confirmed with the hotel that the $50,000 had been received.  In fact, Andrews had 

not confirmed this information with the hotel.  

83. Andrews knew or was reckless in not knowing, and should have 

known, that he had not received confirmations from the bank or the hotel. 

84. Second, on September 27, 2019, Andrews told another investor that 

the business development company where he worked had potential liability of 

about $700,000 if Platinum did not repay the Promissory Notes.  Andrews made 

this statement to lull the investor into believing her investment was guaranteed by 

the business development company.     

85. Andrews knew or was reckless in not knowing, and should have 

known, that the company he worked for did not, in fact, make an investment with 

Platinum or guarantee the Promissory Notes.   

V. The Promissory Notes Were Sold When No Registration Statement Was 
in Effect. 
 
86. Section 5(a) and (c) of the Securities Act [15 U.S.C. § 77e(a) and (c)] 

make it unlawful for any person, directly or indirectly, to use interstate commerce 

or the mails, to sell a security unless a registration statement is in effect as to the 

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security, or to offer to sell a security unless a registration statement has been filed 

as to such security.   

87. As detailed above, from May through October 2019, Andrews offered 

and sold securities in the form of the Promissory Notes to at least seventeen 

investors and obtained approximately $1,022,680.   

88. Andrews offered and sold securities using the means or instruments of 

interstate commerce, including, but not limited to, telephone, text, email, and wire 

transfers. 

89. Andrews was a necessary participant and substantial factor in the 

securities offerings identified above.  Among other things, Andrews arranged the 

offering of the Promissory Notes, drafted the Promissory Notes, and made the 

statements to induce investors to purchase the Promissory Notes.  As such, 

Andrews’ actions were integral to the success of the offering. 

90. No registration statement was filed or in effect with the SEC for the 

offers and sales of the Promissory Notes. 

91. No exemption from registration existed with respect to the offering.  

FIRST CLAIM FOR RELIEF 
Fraud—Section 10(b) of the Exchange and Rule 10b-5 Thereunder  

 
92. The SEC realleges and incorporates by reference paragraphs 1 

through 91 as though fully set forth herein. 

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93. By virtue of the foregoing, Andrews, directly or indirectly, acting with 

scienter, by use of any means or instrumentality of interstate commerce, or of the 

mails, or of any facility of a national securities exchange, in connection with the 

purchase or sale of a security: (a) employed devices, schemes or artifices to 

defraud; (b) made untrue statements of material fact or omitted to state material 

facts necessary in order to make the statements made, in light of the circumstances 

under which they were made, not misleading; or (c) engaged in acts, practices or 

courses of business which operated or would operate as a fraud or deceit upon 

another person. 

94. By reason of the conduct described above, Andrews, directly or 

indirectly, violated, and unless restrained and enjoined, will again violate, Section 

10(b) of the Exchange Act [15 U.S.C. § 78j(b)] and Rule 10b-5 thereunder [17 

C.F.R. § 240.10b-5(b)]. 

SECOND CLAIM FOR RELIEF 
Fraud – Section 17(a) of the Securities Act 

 
95. The SEC realleges and incorporates by reference paragraphs 1 

through 91 as though fully set forth herein. 

96. By virtue of the foregoing, Andrews, directly or indirectly, in the offer 

or sale of securities, by use of the means or instruments of transportation or 

communication in interstate commerce or by use of the mails, (1) employed a 

device, scheme, or artifice to defraud with scienter; (2) obtained money or property 

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by means of an untrue statement of material fact or omission to state a material fact 

necessary in order to make the statements made, in light of the circumstances 

under which they were made, not misleading; or (3) engaged in a transaction, 

practice or course of business that operated or would operate as a fraud or deceit 

upon the purchasers of such securities.  

97. Accordingly, Andrews violated and, unless restrained and enjoined, 

will again violate Section 17(a) of the Securities Act [15 U.S.C. § 77q(a)]. 

THIRD CLAIM FOR RELIEF 
Offer and Sale of Unregistered Securities – Section 5(a) and (c) of the 

Securities Act  
 

98. The SEC realleges and incorporates by reference paragraphs 1 

through 91 as though fully set forth herein. 

99. Andrews, directly or indirectly, singly or in concert, made use of the 

means or instruments of transportation or communication in interstate commerce 

or of the mails to sell a security through the use or medium of a prospectus or 

otherwise, or to carry or cause to be carried through the mails or in interstate 

commerce, by any means or instruments of transportation, a security for the 

purpose of sale or for delivery after sale, when no registration statement was in 

effect as to that security. 

100. Andrews, directly or indirectly, singly or in concert, made use of the 

means or instruments of transportation or communication in interstate commerce 

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or of the mails to offer to sell or offer to buy any security through the use or 

medium of a prospectus or otherwise, when no registration statement had been 

filed for such security. 

101. Accordingly, Andrews violated and, unless restrained and enjoined, 

will again violate Sections 5(a) and 5(c) of the Securities Act [15 U.S.C. §§ 77e(a) 

and 77e(c)].   

JURY DEMAND 

The SEC demands a trial by jury on all claims so triable. 

PRAYER FOR RELIEF 

Therefore, the SEC respectfully requests that this Court: 

(a) Find that the Defendant committed the violations alleged in this Complaint; 

(b) Permanently enjoin the Defendant from violating Sections 5(a), 5(c), and 

17(a) of the Securities Act [15 U.S.C. §§ 77e(a), 77e(c), and 77q(a)] and Section 10(b) of 

the Exchange Act [15 U.S.C. § 78j(b)] and Rule 10b-5 thereunder [17 C.F.R. § 240.10b-5] 

pursuant to FED. R. CIV. P. 65;  

(c) Permanently enjoin Defendant from, directly or indirectly, including but not 

limited to through any entity owned or controlled by Andrews, soliciting any person or 

entity to purchase or sell any security in an unregistered offering by an issuer;  

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(d) Order Defendant to be barred from serving as an officer or director of a 

publicly-held company pursuant to Section 21(e) of the Securities Act [15 U.S.C. § 77t(e)] 

and Section 21(d)(2) of the Exchange Act [15 U.S.C. § 78u(d)(2)];  

(e) Order Defendant to disgorge all ill-gotten gains received during the period of 

the violative conduct, together with pre-judgment interest, pursuant to the Court’s equitable 

powers and Sections 21(d)(3), 21(d)(5), and 21(d)(7) of the Exchange Act [15 U.S.C. §§ 

78u(d)(3), 78u(d)(5), and 78u(d)(7)]; 

(f) Order Defendant to pay civil money penalties pursuant to Section 20(d) of 

the Securities Act [15 U.S.C. § 77t(d)] and Section 21(d)(3) of the Exchange Act [15 

U.S.C. § 78u(d)(3)]; and 

(g) Grant such other and further relief as this Court may deem just and proper. 

Dated: April 27, 2023 

Respectfully submitted, 
/s/ Leslie J. Hughes   
Leslie J. Hughes, (Colo. Bar No. 15043]  
U.S. Securities and Exchange Commission 
1961 Stout Street, Suite 1700 
Denver, CO 80294-1961 
Telephone: 303-844-1086 
Email: [email protected] 

    Attorney for Plaintiff – United States  
Securities and Exchange Commission 

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mailto:[email protected]