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UNITED STATES OF AMERICA

Before the

SECURITIES AND EXCHANGE COMMISSION

SECURITIES EXCHANGE ACT OF 1934

Release No. 79067 / October 6, 2016

ADMINISTRATIVE PROCEEDING 

File No. 3-17621

In the Matter of

ANDREW STITT, 

Respondent.

ORDER INSTITUTING ADMINISTRATIVE 

PROCEEDINGS PURSUANT TO SECTION 

15(b) OF THE SECURITIES EXCHANGE 

ACT OF 1934, AND NOTICE OF HEARING 

I.

The Securities and Exchange Commission (“Commission”) deems it appropriate and in the 

public interest that public administrative proceedings be, and hereby are, instituted pursuant to 

Section 15(b) of the Securities Exchange Act of 1934 (“Exchange Act”), against Andrew Stitt 

(“Respondent” or “Stitt”). 

II.

After an investigation, the Division of Enforcement alleges that:

A. RESPONDENT

1. Andrew Stitt, age unknown, is a Canadian citizen residing in Jamaica. Stitt offered 

and sold interests in three unregistered securities offerings. In exchange, he received undisclosed

commissions. Stitt was not and never has been registered with the Commission as a broker-dealer. 

Nor has he been associated with a registered broker-dealer.
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B. ENTRY OF THE INJUNCTION

2. On August 18, 2016, a final judgment was entered against Stitt in the civil action 

entitled Securities and Exchange Commission v. Team Resources, Inc., et al., Civil Action Number 

3:15-CV-1045-N, in the United States District Court for the Northern District of Texas. The final 

judgment permanently enjoins him from future violations of Sections 5(a), 5(c), and 17(a) of the 

Securities Act of 1933 (“Securities Act”), Sections 10(b) and 15(a) of the Exchange Act and Rule 

10b-5 thereunder. 

3. The Commission’s complaint in the civil action alleges that Stitt committed a 

number of violations of the federal securities laws. From 2011-12, Stitt, sold interests in at least 

three unregistered oil-and-gas securities offerings. During the course of these offerings, he made a 

number of material misrepresentations and omissions. Stitt's misrepresentations and omissions

included: (1) promising investors unreasonable returns; (2) failing to disclose that prior investment 

programs had performed poorly; (3) failing to disclose that area wells were producing little or no 

oil; and (4) failing to disclose that he was receiving sales commissions. Stitt marketed these 

programs using the alias “Andy Belson.” In exchange of his sales efforts, Stitt received at least 

$214,371 in undisclosed sales commissions. Stitt was not a registered broker-dealer during the 

offerings, nor was he associated with a registered broker-dealer. 

III.

In view of the allegations made by the Division of Enforcement, the Commission deems it 

necessary and appropriate in the public interest that public administrative proceedings be instituted 

to determine:

A. Whether the allegations set forth in Section II hereof are true and, in connection 

therewith, to afford Respondent an opportunity to establish any defenses to such allegations; 

B. What, if any, remedial action is appropriate in the public interest against Respondent 

pursuant to Section 15(b) of the Exchange Act; 

C. Whether, pursuant to Section 15(b) of the Exchange Act, it is appropriate and in 

the public interest to bar Respondent from participating in any offering of 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.

IV.

IT IS ORDERED that a public hearing for the purpose of taking evidence on the questions 

set forth in Section III 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.
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IT IS FURTHER ORDERED that Respondent shall file an Answer to the allegations 

contained in this Order within twenty (20) days after service of this Order, as provided by Rule 220 

of the Commission's Rules of Practice, 17 C.F.R. § 201.220. 

If Respondent fails to file the directed answer, or fails to appear at a hearing after being duly 

notified, the Respondent 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), 220(f), 221(f) and 310 of the Commission's Rules of Practice, 17 C.F.R. 

§§ 201.155(a), 201.220(f), 201.221(f) and 201.310.

This Order shall be served upon Andrew Stitt as provided for in Rule 141(a)(2)(iv) of the 

Commission’s Rules of Practice, 17 C.F.R. § 201.141(a)(2)(iv).

IT IS FURTHER ORDERED that, pursuant to Rule 360(a)(2) of the Commission’s Rules 

of Practice, 17 C.F.R. § 201.360(a)(2), the Administrative Law Judge shall issue an initial decision 

no later than 75 days from the occurrence of one of the following events: (A) The completion of 

post-hearing briefing in a proceeding where the hearing has been completed; (B) Where the 

hearing officer has determined that no hearing is necessary, upon completion of briefing on a 

motion pursuant to Rule 250 of the Commission’s Rules of Practice, 17 C.F.R. § 201.250; or (C) 

The determination by the hearing officer that a party is deemed to be in default under Rule 155 of 

the Commission’s Rules of Practice, 17 C.F.R. § 201.155 and no hearing is necessary.

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.

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

Brent J. Fields

Secretary