SEC v. OYEBOLA, No. 1:24-CV-07363, Southern District of New York (Aug. 11, 2025)

UNIT
ED STATES OF AMERICA 
Before the 
SECURITIES AND EXCHANGE COMMISSION 
SECURITIES EXCHANGE ACT OF 1934 
Release No. 103689 / August 12, 2025 
ACCOUNTING AND AUDITING ENFORCEMENT 
Release No. 4573 / August 12, 2025 
ADMINISTRATIVE PROCEEDING 
File No. 3-22509 
In the Matter of 
Olayinka Temitope 
Oyebola and Olayinka 
Oyebola & Co. 
(Chartered Accountants), 
Respondents. 
ORDER INSTITUTING PUBLIC 
ADMINISTRATIVE PROCEEDINGS 
PURSUANT TO RULE 102(e) OF THE 
COMMISSION’S RULES OF PRACTICE, 
MAKING FINDINGS, AND IMPOSING 
REMEDIAL SANCTIONS 
I. 
The Securities and Exchange Commission (“Commission”) deems it appropriate and in the 
public interest that public administrative proceedings be, and hereby are, instituted against 
Olayinka Temitope Oyebola (“Oyebola”) and Olayinka Oyebola & Co. (Chartered Accountants) 
(“OO&Co.” and, collectively with Oyebola, “Respondents”) pursuant to Rule 102(e)(3)(i) of the 
Commission’s Rules of Practice.
1
 
1
 Rule 102(e)(3)(i) provides, in relevant part, that: 
The
 Commission, with due regard to the public interest and without preliminary hearing, 
may, by order, . . . suspend from appearing or practicing before it any . . . accountant . . . who has 
been by name . . . permanently enjoined by any court of competent jurisdiction, by reason of his 
or her misconduct in an action brought by the Commission, from violating or aiding and abetting 
the violation of any provision of the Federal securities laws or of the rules and regulations 
thereunder. 

 2 
 
II. 
 
 In anticipation of the institution of these proceedings, Respondents   have submitted Offers 
of Settlement (the “Offers”) which the Commission has determined to accept.  Solely for the 
purpose of these proceedings and any other proceedings brought by or on behalf of the 
Commission, or to which the Commission is a party, and without admitting or denying the findings 
herein, except as to the Commission’s jurisdiction over them and the subject matter of these 
proceedings, and the findings contained in Section III.3  below, which are admitted, Respondents 
consent to the entry of this Order Instituting Public Administrative Proceedings Pursuant to Rule 
102(e) of the Commission’s Rules of Practice, Making Findings, and Imposing Remedial 
Sanctions (“Order”), as set forth below. 
 
III. 
 
 On the basis of this Order and Respondents’ Offers, the Commission finds that:  
 
 1. Olayinka Temitope Oyebola (“Oyebola”), age 57, is and has been a public 
accountant licensed to practice by the Institute of Chartered Accountants in Nigeria.  He has served 
as the Managing Partner and Chief Executive Officer of OO&Co. since its founding in 2013 and 
has been the engagement partner for every Public Company Accounting Oversight Board 
(“PCAOB”) audit conducted by OO&Co. since at least 2020 (approximately 139 audits). 
 
 2. Olayinka Oyebola & Co. (Chartered Accountants) is a Nigerian Corporation 
co-founded by Oyebola in 2013 and based in Lagos Nigeria, with branch offices in Houston, Texas 
and Ontario, Canada.  OO&Co., which was at all relevant times controlled by Oyebola, provides 
professional auditing and accounting services, and has been a PCAOB-registered accounting 
company since March 18, 2014, specializing in auditing SEC-registered issuers. 
 
 3. On August 11, 2025, final judgments were entered against Respondents, 
permanently enjoining both of them from future violations of Section 17(a) of the Securities Act of 
1933 (“Securities Act”) and Section 10(b) of the Securities and Exchange Act of 1934 (“Exchange 
Act”) and Rule 10b-5 thereunder, and also permanently enjoining Oyebola from directly or 
indirectly violating of Exchange Act Rules 13b2-2(a) and 13b2-2(b), as set forth in the judgments 
entered in the civil action entitled Securities and Exchange Commission v. Oyebola, et al., Civil 
Action Number 1:24-CV-07363-AT-GWG, in the United States District Court for the Southern 
District of New York.  Respondents were each also ordered to pay a $100,000 civil money penalty. 
 
4. The Commission’s complaint alleged that, among other things, Oyebola and 
OO&Co. had identified that one of their audit clients had disseminated fraudulent audit reports 
containing forgeries of OO&Co.’s letterhead and Oyebola’s signature in connection with filings 
made with the Commission, yet failed to take appropriate steps to report this misconduct and 
actively concealed the forgeries from the client’s independent management.  The Complaint 
additionally alleged that Oyebola affirmatively misled the auditor of his client’s public parent 

 3 
company by misrepresenting the provenance (and by implication the authenticity) of certain 
company bank records, which were, in fact forged. 
 
IV. 
 
 In view of the foregoing, the Commission deems it appropriate and in the public interest to 
impose the sanction agreed to in Respondents’ Offers. 
 
 Accordingly, it is hereby ORDERED, effective immediately, that: 
 
 A. Oyebola is suspended from appearing or practicing before the Commission as an 
accountant. 
  
B. OO&Co. is suspended from appearing or practicing before the Commission as an 
accountant. 
 
C. After 6 years from the date of the Order, Oyebola may request that the Commission 
consider Oyebola’s reinstatement by submitting an application to the attention of the Office of the 
Chief Accountant. 
 
D. In support of any application for reinstatement to appear and practice before the 
Commission as a preparer or reviewer, or a person responsible for the preparation or review, of 
financial statements of a public company to be filed with the Commission, other than as a member 
of an audit committee, as that term is defined in Section 3(a)(58) of the Exchange Act, Oyebola 
shall submit a written statement attesting to an undertaking to have Oyebola’s work reviewed by 
the independent audit committee of any public company for which Oyebola’s work or in some 
other manner acceptable to the Commission, as long as Oyebola practices before the Commission 
in this capacity and will comply with any Commission or other requirements related to the 
appearance and practice before the Commission as an accountant. 
 
E. In support of any application for reinstatement to appear and practice before the 
Commission as a member of an audit committee, as that term is defined in Section 3(a)(58) of the 
Securities Exchange Act of 1934 (“Exchange Act”), as a preparer or reviewer, or as a person 
responsible for the preparation or review, of any public company’s financial statements that are 
filed with the Commission, Oyebola shall submit a statement prepared by the audit committee(s) 
with which Oyebola will be associated, including the following information: 
 
1. A summary of the responsibilities and duties of the specific audit committee(s) 
with which Oyebola will be associated; 
 
2. A description of Oyebola’s role on the specific audit committee(s) with which 
he will be associated; 
 
3. A description of any policies, procedures, or controls designed to mitigate any 
potential risk to the Commission by such service;   

 4 
 
4. A description relating to the necessity of Oyebola’s service on the specific audit 
committee;  and 
 
5. A statement noting whether Oyebola will be able to act unilaterally on behalf of 
the audit committee as a whole. 
 
F. In support of any application for reinstatement to appear and practice before the 
Commission as an independent accountant (auditor) before the Commission, Oyebola must be 
associated with a public accounting firm registered with the Public Company Accounting PCAOB 
and Oyebola shall submit the following additional information: 
 
1. A statement from the public accounting firm (the “Firm”) with which Oyebola 
is associated, stating that the firm is registered with the PCAOB in accordance 
with the Sarbanes-Oxley Act of 2002; 
 
2. A statement from the Firm with which the Oyebola is associated that the Firm 
has been inspected by the PCAOB and that the PCAOB did not identify any 
criticisms of or potential defects in the Firm’s quality control system that would 
indicate that Oyebola will not receive appropriate supervision; and 
 
3. A statement from Oyebola indicating that the PCAOB has taken no disciplinary 
actions against him since seven (7) years prior to the date of the Order other 
than for the conduct that was the basis for the Order. 
 
G. If Oyebola is licensed as a certified public accountant (“CPA”), or maintains a 
substantially equivalent license in a foreign jurisdiction, then in support of any application for 
reinstatement, Oyebola shall provide documentation showing that his licenses are current and that 
he has resolved all other disciplinary issues with any applicable state boards of accountancy or their 
foreign regulatory equivalents. If Oyebola’s CPA or equivalent licensure is dependent upon 
reinstatement by the Commission, then Oyebola shall provide documents reflecting this 
requirement. 
 
H.  In support of any application for reinstatement, Oyebola shall also submit a signed 
affidavit truthfully stating, under penalty of perjury: 
 
1. That Oyebola has complied with the Commission suspension Order, and 
with any related orders and undertakings, including any orders in  SEC v. 
Oyebola, et al., No. 1:24-CV-07363-AT-GWG (S.D.N.Y.), or any related 
Commission proceedings, including any orders requiring payment of 
disgorgement or penalties; 
 
2. That Oyebola undertakes to notify the Office of the Chief Accountant 
immediately in writing if any information submitted in support of the 

 5 
application for reinstatement becomes materially false or misleading or 
otherwise changes in any material way while the application is pending; 
 
3. That Oyebola, since the entry of the Order, has not been convicted of a 
felony or a misdemeanor involving moral turpitude that would constitute a 
basis for a forthwith suspension from appearing or practicing before the 
Commission pursuant to Rule 102(e)(2); 
 
4. That Oyebola, since the entry of the Order: 
 
a. has not been charged with a felony or a misdemeanor involving moral 
turpitude as set forth in Rule 102(e)(2) of the Commission’s Rules of 
Practice, except for any charge concerning the conduct that was the 
basis for the Order; 
 
b. has not been found by the Commission or a court of the United States to 
have committed a violation of the federal securities laws, and has not 
been enjoined from violating the federal securities laws, except for any 
finding or injunction concerning the conduct that was the basis for the 
Order; 
 
c. has not been charged by the Commission or the United States with a 
violation of the federal securities laws, except for any charge concerning 
the conduct that was the basis for the Order; 
 
d. has not been found by a court of the United States (or any agency of the 
United States) or any state, territory, district, commonwealth, or 
possession, or any bar thereof, or by any foreign jurisdiction, to have 
committed an offense (civil or criminal) involving moral turpitude, 
except for any finding concerning the conduct that was the basis for the 
Order; and 
 
e. has not been charged by the United States (or any agency of the United 
States) or any state, territory, district, commonwealth, or possession, or 
by any foreign jurisdiction, civilly or criminally, with having committed 
an act of moral turpitude, except for any charge concerning the conduct 
that was the basis for the Order. 
 
5. That Oyebola’s conduct is not at issue in any pending investigation of the 
Commission’s Division of Enforcement, the PCAOB’s Division of 
Enforcement and Investigations, any criminal law enforcement 
investigation, or any pending proceeding of a State Board of Accountancy, 
or any investigation or pending proceeding in any foreign jurisdiction, 
except to the extent that such conduct concerns that which was the basis 
for the Order. 

 6 
 
6. That Oyebola has complied with any and all orders, undertakings, or other 
remedial, disciplinary, or punitive sanctions resulting from any action taken 
by any State Board of Accountancy, or other regulatory body. 
I. Oyebola shall also provide a detailed description of: 
 
1. Oyebola’s professional history since the imposition of the Order, including  
 
(a) all job titles, responsibilities and role at any employer; 
 
(b) the identification and description of any work performed for entities 
regulated by the Commission, and the persons to whom Oyebola reported for 
such work; and  
 
2. Oyebola’s plans for any future appearance or practice before the Commission. 
 
 J. The Commission may conduct its own investigation to determine if the foregoing 
attestations are accurate. 
 
K.  If Oyebola provides the documentation and attestations required in this Order and 
the Commission (1) discovers no contrary information therein, and (2) determines that Oyebola 
truthfully and accurately attested to each of the items required in Oyebola’s affidavits, and the 
Commission discovers no information, including under Paragraph J, indicating that Oyebola has 
violated a federal securities law, rule or regulation or rule of professional conduct applicable to 
Oyebola since entry of the Order (other than by conduct underlying Oyebola’s original Rule 102(e) 
suspension), then, unless the Commission determines that reinstatement would not be in the public 
interest, the Commission shall reinstate the respondent(s) for cause shown. 
 
L. If Oyebola is not able to provide the documentation and truthful and accurate 
attestations required in this Order or if the Commission has discovered contrary information, 
including under Paragraph I, the burden shall be on the Oyebola to provide an explanation as to the 
facts and circumstances pertaining to the matter setting forth why Oyebola believes cause for 
reinstatement nonetheless exists and reinstatement would not be contrary to the public interest.  
The Commission may then, in its discretion, reinstate the Oyebola for cause shown.   
 
M. If the Commission declines to reinstate Oyebola pursuant to Paragraphs K and L, it 
may, at Oyebola’s request, hold a hearing to determine whether cause has been shown to permit 
Oyebola to resume appearing and practicing before the Commission as an accountant. 
 
N. After 6 years from the date of the Order, OO&Co. may request that the Commission 
consider OO&Co.’s reinstatement by submitting an application to the attention of the Office of the 
Chief Accountant.   
 
O. In support of any application for reinstatement to appear and practice before the 
Commission as a preparer or reviewer, or a person responsible for the preparation or review, of 

 7 
financial statements of a public company to be filed with the Commission, other than as a member 
of an audit committee, as that term is defined in Section 3(a)(58) of the Exchange Act, OO&Co. 
shall submit a written statement attesting to an undertaking to have OO&Co.’s work reviewed by 
the independent audit committee of any public company for which OO&Co. works or in some 
other manner acceptable to the Commission, as long as OO&Co. practices before the Commission 
in this capacity and will comply with any Commission or other requirements related to the 
appearance and practice before the Commission as an accountant. 
 
P. In support of any application for reinstatement to appear and practice before the 
Commission as a member of an audit committee, as that term is defined in Section 3(a)(58) of 
Exchange Act, as a preparer or reviewer, or as a person responsible for the preparation or review, 
of any public company’s financial statements that are filed with the Commission, OO&Co. shall 
submit a statement prepared by the audit committee(s) with which OO&Co. will be associated, 
including the following information: 
 
1. A summary of the responsibilities and duties of the specific audit committee(s) 
with which OO&Co. will be associated; 
 
2. A description of OO&Co.’s role on the specific audit committee(s) with which 
OO&Co. will be associated; 
 
3. A description of any policies, procedures, or controls designed to mitigate any 
potential risk to the Commission by such service; 
 
4. A description relating to the necessity of OO&Co.’s service on the specific audit 
committee; and 
 
5. A statement noting whether OO&Co. will be able to act unilaterally on behalf of 
the Audit Committee as a whole. 
 
Q. In support of any application for reinstatement to appear and practice before the 
Commission as an independent accountant (auditor) before the Commission, OO&Co. must be 
registered with the PCAOB and OO&Co. shall submit the following additional information: 
 
1. A statement regarding OO&Co.’s legal status and whether it   has merged or 
become affiliated with any other legal entity; 
 
2. A statement that OO&Co. registered with the PCAOB in accordance with the 
Sarbanes-Oxley Act of 2002; 
 
3. A statement that OO&Co. has, within the prior one (1) year period hired an 
independent CPA consultant (the “Consultant”) who is not unacceptable to the 
staff of the Division of Enforcement of the Commission (the “Staff”) and is 
affiliated with a public accounting firm registered with the PCAOB, that has 
conducted a review of OO&Co.’s quality control system, including the 

 8 
inspection and review of selected audit and review engagements of the firm 
over the past two annual periods preceding the commencement of the review, 
and other testing of the audit, supervisory, and quality control procedures of 
the firm. The statement should further provide that the review did not identify 
any criticisms of or potential defects in OO&Co.’s quality control system that 
would indicate that any of OO&Co.’s associated persons will not receive 
appropriate supervision. OO&Co. agrees to require the Consultant, if and 
when retained, to enter into an agreement that provides that for the period of 
review and for a period of two (2) years from completion of the review, the 
Consultant shall not enter into any employment, consultant, attorney-client, 
auditing or other professional relationship with OO&Co., or any of its present 
or former affiliates, directors, officers, employees, or agents acting in their 
capacity. The agreement will also provide that the Consultant will require that 
any firm with which they are affiliated or of which they are a member, and 
any person engaged to assist the Consultant in performance of their duties 
under this Order shall not, without prior consent of the Staff, enter into any 
employment, consultant, attorney-client, auditing or other professional 
relationship with OO&Co., or any of its present or former affiliates, directors, 
officers, employees, or agents acting in their capacity as such for the period of 
the review and for a period of two (2) years after the review; and 
 
4. A    statement from OO&Co. indicating that the PCAOB has taken no disciplinary 
actions against OO&Co. since seven (7) years prior to the date of the Order other 
than for the conduct that was the basis for the Order. 
 
R. In support of any application for reinstatement, OO&Co. shall provide 
documentation showing that OO&Co. is currently licensed as a CPA or a substantially equivalent 
license of a foreign jurisdiction, and that OO&Co. has resolved all other disciplinary issues with 
any applicable state boards of accountancy or their foreign regulatory equivalents. If OO&Co. is 
not currently licensed as a CPA or a foreign equivalent, OO&Co. shall provide documentation 
showing that OO&Co.’s licensure is dependent upon reinstatement by the Commission. 
 
S. In support of any application for reinstatement, OO&Co. shall also submit a signed 
affidavit truthfully stating, under penalty of perjury:   
 
1. That OO&Co. has complied with the Commission suspension Order, and with 
any related orders and undertakings, including any orders in in  SEC v. 
Oyebola, et al., No. 1:24-CV-07363-AT-GWG (S.D.N.Y.), or any related 
Commission proceedings, including any orders requiring payment of 
disgorgement or penalties; 
 
2. That OO&Co. undertakes to notify the Commission immediately in writing if 
any information submitted in support of the application for reinstatement 
becomes materially false or misleading or otherwise changes in any material 
way while the application is pending; 

 9 
 
3. That OO&Co.,   since the entry of the Order, has not been convicted of a felony 
or a misdemeanor involving moral turpitude that would constitute a basis for a 
forthwith suspension from appearing or practicing before the Commission 
pursuant to Rule 102(e)(2) 
 
4. That OO&Co.,   since the entry of the Order: 
 
a. has not been charged with a felony or a misdemeanor involving 
moral turpitude as set forth in Rule 102(e)(2) of the 
Commission’s Rules of Practice, except for any charge 
concerning the conduct that was the basis for the Order; 
 
b. has not been found by the Commission or a court of the United 
States to have committed a violation of the federal securities laws, 
and has not been enjoined from violating the federal securities laws, 
except for any finding or injunction concerning the conduct that 
was the basis for the Order; 
 
c. has not been charged by the Commission or the United States with 
a violation of the federal securities laws, except for any charge 
concerning the conduct that was the basis for the Order; 
 
d. has not been found by a court of the United States (or any agency of 
the United States) or any state, territory, district, commonwealth, 
or possession, or any bar thereof, or by any foreign jurisdiction, to 
have committed an offense (civil or criminal) involving moral 
turpitude, except for any finding concerning the conduct that was 
the basis for the Order; and 
 
e. has not been charged by the United States (or any agency of the 
United States) or any state, territory, district, commonwealth, or 
possession, or by any foreign jurisdiction, civilly or criminally, 
with having committed an act of moral turpitude, except for any 
charge concerning the conduct that was the basis for the Order. 
 
5. That OO&Co.’s conduct is not at issue in any pending investigation of the 
Commission’s Division of Enforcement, the PCAOB’s Division of 
Enforcement and Investigations, any criminal law enforcement investigation, 
or any pending proceeding of a State Board of Accountancy, or equivalent 
foreign regulatory organization, except to the extent that such conduct 
concerns that which was the basis for the Order. 
 
6. That none of OO&Co.’s employees, partners, or professional staff’s conduct is 
at issue in any pending investigation of the Commission’s Division of 

 10 
Enforcement, the PCAOB’s Division of Enforcement and Investigations, any 
criminal law enforcement investigation, or any pending proceeding of a State 
Board of Accountancy, or equivalent foreign regulatory organization, except 
to the extent that such conduct concerns that which was the basis for the 
Order.  
 
7. That OO&Co. has complied with any and all orders, undertakings, or other 
remedial, disciplinary, or punitive sanctions resulting from any action taken by 
any State Board of Accountancy, or other regulatory body. 
 
T. OO&Co. shall also provide a detailed description of:   
 
1. OO&Co.’s professional history since the imposition of the Order, including 
 
(a) all engagements including audit and attestation work;  
 
(b) the identification and description of any work performed for entities 
regulated by the Commission, and the primary contact person at such 
regulated entity; and  
 
2. OO&Co.’s plans for any future appearance or practice before the Commission. 
 
U. The Commission may conduct its own investigation to determine if the foregoing 
attestations are accurate. 
 
V.  If OO&Co. provides the documentation and attestations required in this Order and 
the Commission (1) discovers no contrary information therein, and (2) determines that OO&Co. 
truthfully and accurately attested to each of the items required in OO&Co.’s affidavit, and the 
Commission discovers no information, including under Paragraph U, indicating that OO&Co. has 
violated a federal securities law, rule or regulation or rule of professional conduct applicable to 
OO&Co. since entry of the Order (other than by conduct underlying OO&Co.’s original Rule 
102(e) suspension), then, unless the Commission determines that reinstatement would not be in the 
public interest, the Commission shall reinstate the respondent for cause shown.  
 
W. If OO&Co. is not able to provide the documentation and truthful and accurate 
attestations required in this Order or if the Commission has discovered contrary information, 
including under Paragraph U, the burden shall be on OO&Co. to provide an explanation as to the 
facts and circumstances pertaining to the matter setting forth why OO&Co. believes cause for 
reinstatement nonetheless exists and reinstatement would not be contrary to the public interest. The 
Commission may then, in its discretion, reinstate OO&Co. for cause shown. 
 
 
 
 

 11 
X. If the Commission declines to reinstate OO&Co. pursuant to paragraphs V and W, 
it may, at OO&Co.’s request, hold a hearing to determine whether cause has been shown to permit 
OO&Co. to resume appearing and practicing before the Commission as an accountant.   
 
 By the Commission. 
 
 
Vanessa A. Countryman 
       Secretary 

UNITED STATES OF AMERICA 
Before the 

SECURITIES AND EXCHANGE COMMISSION 

SECURITIES EXCHANGE ACT OF 1934 
Release No. 103689 / August 12, 2025 

ACCOUNTING AND AUDITING ENFORCEMENT 
Release No. 4573 / August 12, 2025 

ADMINISTRATIVE PROCEEDING 
File No. 3-22509 

In the Matter of 

Olayinka Temitope 
Oyebola and Olayinka 
Oyebola & Co. 
(Chartered Accountants), 

Respondents. 

ORDER INSTITUTING PUBLIC 
ADMINISTRATIVE PROCEEDINGS 
PURSUANT TO RULE 102(e) OF THE 
COMMISSION’S RULES OF PRACTICE, 
MAKING FINDINGS, AND IMPOSING 
REMEDIAL SANCTIONS 

I. 

The Securities and Exchange Commission (“Commission”) deems it appropriate and in the 
public interest that public administrative proceedings be, and hereby are, instituted against 
Olayinka Temitope Oyebola (“Oyebola”) and Olayinka Oyebola & Co. (Chartered Accountants) 
(“OO&Co.” and, collectively with Oyebola, “Respondents”) pursuant to Rule 102(e)(3)(i) of the 
Commission’s Rules of Practice.1 

1 Rule 102(e)(3)(i) provides, in relevant part, that: 

The Commission, with due regard to the public interest and without preliminary hearing, 
may, by order, . . . suspend from appearing or practicing before it any . . . accountant . . . who has 
been by name . . . permanently enjoined by any court of competent jurisdiction, by reason of his 
or her misconduct in an action brought by the Commission, from violating or aiding and abetting 
the violation of any provision of the Federal securities laws or of the rules and regulations 
thereunder. 



 2 

 
II. 

 
 In anticipation of the institution of these proceedings, Respondents have submitted Offers 
of Settlement (the “Offers”) which the Commission has determined to accept.  Solely for the 
purpose of these proceedings and any other proceedings brought by or on behalf of the 
Commission, or to which the Commission is a party, and without admitting or denying the findings 
herein, except as to the Commission’s jurisdiction over them and the subject matter of these 
proceedings, and the findings contained in Section III.3  below, which are admitted, Respondents 
consent to the entry of this Order Instituting Public Administrative Proceedings Pursuant to Rule 
102(e) of the Commission’s Rules of Practice, Making Findings, and Imposing Remedial 
Sanctions (“Order”), as set forth below. 
 

III. 
 
 On the basis of this Order and Respondents’ Offers, the Commission finds that:  
 

 1. Olayinka Temitope Oyebola (“Oyebola”), age 57, is and has been a public 
accountant licensed to practice by the Institute of Chartered Accountants in Nigeria.  He has served 
as the Managing Partner and Chief Executive Officer of OO&Co. since its founding in 2013 and 
has been the engagement partner for every Public Company Accounting Oversight Board 
(“PCAOB”) audit conducted by OO&Co. since at least 2020 (approximately 139 audits). 

 
 2. Olayinka Oyebola & Co. (Chartered Accountants) is a Nigerian Corporation 

co-founded by Oyebola in 2013 and based in Lagos Nigeria, with branch offices in Houston, Texas 
and Ontario, Canada.  OO&Co., which was at all relevant times controlled by Oyebola, provides 
professional auditing and accounting services, and has been a PCAOB-registered accounting 
company since March 18, 2014, specializing in auditing SEC-registered issuers. 
 

 3. On August 11, 2025, final judgments were entered against Respondents, 
permanently enjoining both of them from future violations of Section 17(a) of the Securities Act of 
1933 (“Securities Act”) and Section 10(b) of the Securities and Exchange Act of 1934 (“Exchange 
Act”) and Rule 10b-5 thereunder, and also permanently enjoining Oyebola from directly or 
indirectly violating of Exchange Act Rules 13b2-2(a) and 13b2-2(b), as set forth in the judgments 
entered in the civil action entitled Securities and Exchange Commission v. Oyebola, et al., Civil 
Action Number 1:24-CV-07363-AT-GWG, in the United States District Court for the Southern 
District of New York.  Respondents were each also ordered to pay a $100,000 civil money penalty. 

 
4. The Commission’s complaint alleged that, among other things, Oyebola and 

OO&Co. had identified that one of their audit clients had disseminated fraudulent audit reports 
containing forgeries of OO&Co.’s letterhead and Oyebola’s signature in connection with filings 
made with the Commission, yet failed to take appropriate steps to report this misconduct and 
actively concealed the forgeries from the client’s independent management.  The Complaint 
additionally alleged that Oyebola affirmatively misled the auditor of his client’s public parent 



 3 

company by misrepresenting the provenance (and by implication the authenticity) of certain 
company bank records, which were, in fact forged. 
 

IV. 
 

 In view of the foregoing, the Commission deems it appropriate and in the public interest to 
impose the sanction agreed to in Respondents’ Offers. 
 
 Accordingly, it is hereby ORDERED, effective immediately, that: 
 
 A. Oyebola is suspended from appearing or practicing before the Commission as an 
accountant. 

  
B. OO&Co. is suspended from appearing or practicing before the Commission as an 

accountant. 
 
C. After 6 years from the date of the Order, Oyebola may request that the Commission 

consider Oyebola’s reinstatement by submitting an application to the attention of the Office of the 
Chief Accountant. 

 
D. In support of any application for reinstatement to appear and practice before the 

Commission as a preparer or reviewer, or a person responsible for the preparation or review, of 
financial statements of a public company to be filed with the Commission, other than as a member 
of an audit committee, as that term is defined in Section 3(a)(58) of the Exchange Act, Oyebola 
shall submit a written statement attesting to an undertaking to have Oyebola’s work reviewed by 
the independent audit committee of any public company for which Oyebola’s work or in some 
other manner acceptable to the Commission, as long as Oyebola practices before the Commission 
in this capacity and will comply with any Commission or other requirements related to the 
appearance and practice before the Commission as an accountant. 

 
E. In support of any application for reinstatement to appear and practice before the 

Commission as a member of an audit committee, as that term is defined in Section 3(a)(58) of the 
Securities Exchange Act of 1934 (“Exchange Act”), as a preparer or reviewer, or as a person 
responsible for the preparation or review, of any public company’s financial statements that are 
filed with the Commission, Oyebola shall submit a statement prepared by the audit committee(s) 
with which Oyebola will be associated, including the following information: 

 
1. A summary of the responsibilities and duties of the specific audit committee(s) 

with which Oyebola will be associated; 
 

2. A description of Oyebola’s role on the specific audit committee(s) with which 
he will be associated; 
 

3. A description of any policies, procedures, or controls designed to mitigate any 
potential risk to the Commission by such service;   



 4 

 
4. A description relating to the necessity of Oyebola’s service on the specific audit 

committee; and 
 

5. A statement noting whether Oyebola will be able to act unilaterally on behalf of 
the audit committee as a whole. 

 
F. In support of any application for reinstatement to appear and practice before the 

Commission as an independent accountant (auditor) before the Commission, Oyebola must be 
associated with a public accounting firm registered with the Public Company Accounting PCAOB 
and Oyebola shall submit the following additional information: 

 
1. A statement from the public accounting firm (the “Firm”) with which Oyebola 

is associated, stating that the firm is registered with the PCAOB in accordance 
with the Sarbanes-Oxley Act of 2002; 

 
2. A statement from the Firm with which the Oyebola is associated that the Firm 

has been inspected by the PCAOB and that the PCAOB did not identify any 
criticisms of or potential defects in the Firm’s quality control system that would 
indicate that Oyebola will not receive appropriate supervision; and 

 
3. A statement from Oyebola indicating that the PCAOB has taken no disciplinary 

actions against him since seven (7) years prior to the date of the Order other 
than for the conduct that was the basis for the Order. 
 

G. If Oyebola is licensed as a certified public accountant (“CPA”), or maintains a 
substantially equivalent license in a foreign jurisdiction, then in support of any application for 
reinstatement, Oyebola shall provide documentation showing that his licenses are current and that 
he has resolved all other disciplinary issues with any applicable state boards of accountancy or their 
foreign regulatory equivalents. If Oyebola’s CPA or equivalent licensure is dependent upon 
reinstatement by the Commission, then Oyebola shall provide documents reflecting this 
requirement. 
 

H.  In support of any application for reinstatement, Oyebola shall also submit a signed 
affidavit truthfully stating, under penalty of perjury: 

 
1. That Oyebola has complied with the Commission suspension Order, and 

with any related orders and undertakings, including any orders in SEC v. 
Oyebola, et al., No. 1:24-CV-07363-AT-GWG (S.D.N.Y.), or any related 
Commission proceedings, including any orders requiring payment of 
disgorgement or penalties; 
 

2. That Oyebola undertakes to notify the Office of the Chief Accountant 
immediately in writing if any information submitted in support of the 



 5 

application for reinstatement becomes materially false or misleading or 
otherwise changes in any material way while the application is pending; 

 
3. That Oyebola, since the entry of the Order, has not been convicted of a 

felony or a misdemeanor involving moral turpitude that would constitute a 
basis for a forthwith suspension from appearing or practicing before the 
Commission pursuant to Rule 102(e)(2); 

 
4. That Oyebola, since the entry of the Order: 

 
a. has not been charged with a felony or a misdemeanor involving moral 

turpitude as set forth in Rule 102(e)(2) of the Commission’s Rules of 
Practice, except for any charge concerning the conduct that was the 
basis for the Order; 
 

b. has not been found by the Commission or a court of the United States to 
have committed a violation of the federal securities laws, and has not 
been enjoined from violating the federal securities laws, except for any 
finding or injunction concerning the conduct that was the basis for the 
Order; 
 

c. has not been charged by the Commission or the United States with a 
violation of the federal securities laws, except for any charge concerning 
the conduct that was the basis for the Order; 
 

d. has not been found by a court of the United States (or any agency of the 
United States) or any state, territory, district, commonwealth, or 
possession, or any bar thereof, or by any foreign jurisdiction, to have 
committed an offense (civil or criminal) involving moral turpitude, 
except for any finding concerning the conduct that was the basis for the 
Order; and 
 

e. has not been charged by the United States (or any agency of the United 
States) or any state, territory, district, commonwealth, or possession, or 
by any foreign jurisdiction, civilly or criminally, with having committed 
an act of moral turpitude, except for any charge concerning the conduct 
that was the basis for the Order. 
 

5. That Oyebola’s conduct is not at issue in any pending investigation of the 
Commission’s Division of Enforcement, the PCAOB’s Division of 
Enforcement and Investigations, any criminal law enforcement 
investigation, or any pending proceeding of a State Board of Accountancy, 
or any investigation or pending proceeding in any foreign jurisdiction, 
except to the extent that such conduct concerns that which was the basis 
for the Order. 



 6 

 
6. That Oyebola has complied with any and all orders, undertakings, or other 

remedial, disciplinary, or punitive sanctions resulting from any action taken 
by any State Board of Accountancy, or other regulatory body. 

I. Oyebola shall also provide a detailed description of: 
 
1. Oyebola’s professional history since the imposition of the Order, including  

 
(a) all job titles, responsibilities and role at any employer; 
 
(b) the identification and description of any work performed for entities 
regulated by the Commission, and the persons to whom Oyebola reported for 
such work; and  

 
2. Oyebola’s plans for any future appearance or practice before the Commission. 

 
 J. The Commission may conduct its own investigation to determine if the foregoing 
attestations are accurate. 
 

K.  If Oyebola provides the documentation and attestations required in this Order and 
the Commission (1) discovers no contrary information therein, and (2) determines that Oyebola 
truthfully and accurately attested to each of the items required in Oyebola’s affidavits, and the 
Commission discovers no information, including under Paragraph J, indicating that Oyebola has 
violated a federal securities law, rule or regulation or rule of professional conduct applicable to 
Oyebola since entry of the Order (other than by conduct underlying Oyebola’s original Rule 102(e) 
suspension), then, unless the Commission determines that reinstatement would not be in the public 
interest, the Commission shall reinstate the respondent(s) for cause shown. 

 
L. If Oyebola is not able to provide the documentation and truthful and accurate 

attestations required in this Order or if the Commission has discovered contrary information, 
including under Paragraph I, the burden shall be on the Oyebola to provide an explanation as to the 
facts and circumstances pertaining to the matter setting forth why Oyebola believes cause for 
reinstatement nonetheless exists and reinstatement would not be contrary to the public interest.  
The Commission may then, in its discretion, reinstate the Oyebola for cause shown.   

 
M. If the Commission declines to reinstate Oyebola pursuant to Paragraphs K and L, it 

may, at Oyebola’s request, hold a hearing to determine whether cause has been shown to permit 
Oyebola to resume appearing and practicing before the Commission as an accountant. 
 

N. After 6 years from the date of the Order, OO&Co. may request that the Commission 
consider OO&Co.’s reinstatement by submitting an application to the attention of the Office of the 
Chief Accountant.   

 
O. In support of any application for reinstatement to appear and practice before the 

Commission as a preparer or reviewer, or a person responsible for the preparation or review, of 



 7 

financial statements of a public company to be filed with the Commission, other than as a member 
of an audit committee, as that term is defined in Section 3(a)(58) of the Exchange Act, OO&Co. 
shall submit a written statement attesting to an undertaking to have OO&Co.’s work reviewed by 
the independent audit committee of any public company for which OO&Co. works or in some 
other manner acceptable to the Commission, as long as OO&Co. practices before the Commission 
in this capacity and will comply with any Commission or other requirements related to the 
appearance and practice before the Commission as an accountant. 

 
P. In support of any application for reinstatement to appear and practice before the 

Commission as a member of an audit committee, as that term is defined in Section 3(a)(58) of 
Exchange Act, as a preparer or reviewer, or as a person responsible for the preparation or review, 
of any public company’s financial statements that are filed with the Commission, OO&Co. shall 
submit a statement prepared by the audit committee(s) with which OO&Co. will be associated, 
including the following information: 

 
1. A summary of the responsibilities and duties of the specific audit committee(s) 

with which OO&Co. will be associated; 
 

2. A description of OO&Co.’s role on the specific audit committee(s) with which 
OO&Co. will be associated; 
 

3. A description of any policies, procedures, or controls designed to mitigate any 
potential risk to the Commission by such service; 
 

4. A description relating to the necessity of OO&Co.’s service on the specific audit 
committee; and 

 
5. A statement noting whether OO&Co. will be able to act unilaterally on behalf of 

the Audit Committee as a whole. 
 
Q. In support of any application for reinstatement to appear and practice before the 

Commission as an independent accountant (auditor) before the Commission, OO&Co. must be 
registered with the PCAOB and OO&Co. shall submit the following additional information: 

 
1. A statement regarding OO&Co.’s legal status and whether it has merged or 

become affiliated with any other legal entity; 
 

2. A statement that OO&Co. registered with the PCAOB in accordance with the 
Sarbanes-Oxley Act of 2002; 
 

3. A statement that OO&Co. has, within the prior one (1) year period hired an 
independent CPA consultant (the “Consultant”) who is not unacceptable to the 
staff of the Division of Enforcement of the Commission (the “Staff”) and is 
affiliated with a public accounting firm registered with the PCAOB, that has 
conducted a review of OO&Co.’s quality control system, including the 



 8 

inspection and review of selected audit and review engagements of the firm 
over the past two annual periods preceding the commencement of the review, 
and other testing of the audit, supervisory, and quality control procedures of 
the firm. The statement should further provide that the review did not identify 
any criticisms of or potential defects in OO&Co.’s quality control system that 
would indicate that any of OO&Co.’s associated persons will not receive 
appropriate supervision. OO&Co. agrees to require the Consultant, if and 
when retained, to enter into an agreement that provides that for the period of 
review and for a period of two (2) years from completion of the review, the 
Consultant shall not enter into any employment, consultant, attorney-client, 
auditing or other professional relationship with OO&Co., or any of its present 
or former affiliates, directors, officers, employees, or agents acting in their 
capacity. The agreement will also provide that the Consultant will require that 
any firm with which they are affiliated or of which they are a member, and 
any person engaged to assist the Consultant in performance of their duties 
under this Order shall not, without prior consent of the Staff, enter into any 
employment, consultant, attorney-client, auditing or other professional 
relationship with OO&Co., or any of its present or former affiliates, directors, 
officers, employees, or agents acting in their capacity as such for the period of 
the review and for a period of two (2) years after the review; and 
 

4. A statement from OO&Co. indicating that the PCAOB has taken no disciplinary 
actions against OO&Co. since seven (7) years prior to the date of the Order other 
than for the conduct that was the basis for the Order. 

 
R. In support of any application for reinstatement, OO&Co. shall provide 

documentation showing that OO&Co. is currently licensed as a CPA or a substantially equivalent 
license of a foreign jurisdiction, and that OO&Co. has resolved all other disciplinary issues with 
any applicable state boards of accountancy or their foreign regulatory equivalents. If OO&Co. is 
not currently licensed as a CPA or a foreign equivalent, OO&Co. shall provide documentation 
showing that OO&Co.’s licensure is dependent upon reinstatement by the Commission. 

 
S. In support of any application for reinstatement, OO&Co. shall also submit a signed 

affidavit truthfully stating, under penalty of perjury:   
 

1. That OO&Co. has complied with the Commission suspension Order, and with 
any related orders and undertakings, including any orders in in SEC v. 
Oyebola, et al., No. 1:24-CV-07363-AT-GWG (S.D.N.Y.), or any related 
Commission proceedings, including any orders requiring payment of 
disgorgement or penalties; 
 

2. That OO&Co. undertakes to notify the Commission immediately in writing if 
any information submitted in support of the application for reinstatement 
becomes materially false or misleading or otherwise changes in any material 
way while the application is pending; 



 9 

 
3. That OO&Co., since the entry of the Order, has not been convicted of a felony 

or a misdemeanor involving moral turpitude that would constitute a basis for a 
forthwith suspension from appearing or practicing before the Commission 
pursuant to Rule 102(e)(2) 

 
4. That OO&Co., since the entry of the Order: 

 
a. has not been charged with a felony or a misdemeanor involving 

moral turpitude as set forth in Rule 102(e)(2) of the 
Commission’s Rules of Practice, except for any charge 
concerning the conduct that was the basis for the Order; 
 

b. has not been found by the Commission or a court of the United 
States to have committed a violation of the federal securities laws, 
and has not been enjoined from violating the federal securities laws, 
except for any finding or injunction concerning the conduct that 
was the basis for the Order; 
 

c. has not been charged by the Commission or the United States with 
a violation of the federal securities laws, except for any charge 
concerning the conduct that was the basis for the Order; 
 

d. has not been found by a court of the United States (or any agency of 
the United States) or any state, territory, district, commonwealth, 
or possession, or any bar thereof, or by any foreign jurisdiction, to 
have committed an offense (civil or criminal) involving moral 
turpitude, except for any finding concerning the conduct that was 
the basis for the Order; and 
 

e. has not been charged by the United States (or any agency of the 
United States) or any state, territory, district, commonwealth, or 
possession, or by any foreign jurisdiction, civilly or criminally, 
with having committed an act of moral turpitude, except for any 
charge concerning the conduct that was the basis for the Order. 

 
5. That OO&Co.’s conduct is not at issue in any pending investigation of the 

Commission’s Division of Enforcement, the PCAOB’s Division of 
Enforcement and Investigations, any criminal law enforcement investigation, 
or any pending proceeding of a State Board of Accountancy, or equivalent 
foreign regulatory organization, except to the extent that such conduct 
concerns that which was the basis for the Order. 
 

6. That none of OO&Co.’s employees, partners, or professional staff’s conduct is 
at issue in any pending investigation of the Commission’s Division of 



 10 

Enforcement, the PCAOB’s Division of Enforcement and Investigations, any 
criminal law enforcement investigation, or any pending proceeding of a State 
Board of Accountancy, or equivalent foreign regulatory organization, except 
to the extent that such conduct concerns that which was the basis for the 
Order.  
 

7. That OO&Co. has complied with any and all orders, undertakings, or other 
remedial, disciplinary, or punitive sanctions resulting from any action taken by 
any State Board of Accountancy, or other regulatory body. 

 
T. OO&Co. shall also provide a detailed description of:   
 

1. OO&Co.’s professional history since the imposition of the Order, including 
 

(a) all engagements including audit and attestation work;  
 

(b) the identification and description of any work performed for entities 
regulated by the Commission, and the primary contact person at such 
regulated entity; and  
 

2. OO&Co.’s plans for any future appearance or practice before the Commission. 
 
U. The Commission may conduct its own investigation to determine if the foregoing 

attestations are accurate. 
 
V.  If OO&Co. provides the documentation and attestations required in this Order and 

the Commission (1) discovers no contrary information therein, and (2) determines that OO&Co. 
truthfully and accurately attested to each of the items required in OO&Co.’s affidavit, and the 
Commission discovers no information, including under Paragraph U, indicating that OO&Co. has 
violated a federal securities law, rule or regulation or rule of professional conduct applicable to 
OO&Co. since entry of the Order (other than by conduct underlying OO&Co.’s original Rule 
102(e) suspension), then, unless the Commission determines that reinstatement would not be in the 
public interest, the Commission shall reinstate the respondent for cause shown.  

 
W. If OO&Co. is not able to provide the documentation and truthful and accurate 

attestations required in this Order or if the Commission has discovered contrary information, 
including under Paragraph U, the burden shall be on OO&Co. to provide an explanation as to the 
facts and circumstances pertaining to the matter setting forth why OO&Co. believes cause for 
reinstatement nonetheless exists and reinstatement would not be contrary to the public interest. The 
Commission may then, in its discretion, reinstate OO&Co. for cause shown. 

 
 
 
 



 11 

X. If the Commission declines to reinstate OO&Co. pursuant to paragraphs V and W, 
it may, at OO&Co.’s request, hold a hearing to determine whether cause has been shown to permit 
OO&Co. to resume appearing and practicing before the Commission as an accountant.   
 
 By the Commission. 
 
 

Vanessa A. Countryman 
       Secretary 


	UNITED STATES OF AMERICA
	ORDER INSTITUTING PUBLIC
	In the Matter of
	ADMINISTRATIVE PROCEEDINGS
	Olayinka Temitope Oyebola and Olayinka Oyebola & Co. (Chartered Accountants), 
	Respondents.
	IV.