SEC v. OLAYINKA TEMITOPE OYEBOLA; and OLAYINKA OYEBOLA & CO. (CHARTERED ACCOUNTANTS), No. 1:24-cv-07363, Southern District of New York (Sept. 30, 2024) — Complaint

ANTONIA M. APPS
REGIONAL DIRECTOR
Tejal D. Shah
Gerald A. Gross
Rebecca Reilly
Jacob David Zetlin-Jones
Michael S. DiBattista
Attorneys for Plaintiff
SECURITIES AND EXCHANGE COMMISSION
New York Regional Office
100 Pearl Street
Suite 20-100
New York, NY 10004-2616
(212) 336-0978 (Zetlin-Jones)
[email protected]

UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK

SECURITIES AND EXCHANGE
COMMISSION,

                                             Plaintiff,

                        -against-

OLAYINKA TEMITOPE OYEBOLA AND
OLAYINKA OYEBOLA & CO. (CHARTERED
ACCOUNTANTS),

                                             Defendants.

COMPLAINT

24 Civ. 7363 (       )

JURY TRIAL DEMANDED

Plaintiff Securities and Exchange Commission (“Commission”), for its Complaint against
Defendants Olayinka Temitope Oyebola (“Oyebola”) and Olayinka Oyebola & Co. (Chartered
Accountants) (“Oyebola & Co.” or the “Firm”) (collectively, “Defendants ”),   alleges as follows:
SUMMARY
1. The Commission brings this action against licensed accountant, Olayinka Oyebola,
and his Public Company Accounting Oversight Board (“PCAOB”)-registered public accounting
firm, Oyebola & Co., for their roles in enabling and concealing a massive, multi-year fraudulent

2
scheme in wholesale abdication of their professional obligations as independent public accountants
and financial industry gatekeepers.
2. The scheme, orchestrated by Mmobuosi Odogwu Banye, a/k/a Dozy Mmobuosi
(“Mmobuosi”) and perpetrated through three related U.S. companies he controlled, Tingo
International Holdings, Inc. (“Tingo International”), Agri-Fintech Holdings, Inc. (“Agri-Fintech”)
(listed OTC), and Tingo Group, Inc. (“Tingo Group”) (previously traded on Nasdaq and now listed
OTC) (collectively the “Tingo Entities”), involved recording billions of dollars’ worth of fabricated
transactions, non-existent assets and revenues, and fake cash balances on the books of Tingo Mobile
Limited (“Tingo Mobile”), at all relevant times the primary operating subsidiary of each of the Tingo
Entities.  As a result of the fraudulent scheme, each of the Tingo Entities massively overstated its
revenues, income, and assets in its filings with the Commission and other public financial
disclosures, creating the illusion that these were successful and lucrative businesses when, in fact,
their operations and results were virtually entirely fabricated. Mmobuosi and the Tingo Entities
persisted in their fraud until the Commission brought an emergency action to bring it to a halt in
December 2023. See SEC v. Mmobuosi, et al., No. 23-cv  -10928 (JMF) (S.D.N.Y. Dec. 18, 2023) (the
“Tingo Enforcement Action”).
3. Oyebola’s Firm served as Tingo Mobile’s external auditor for nearly the entirety of
the fraud’s duration. For three consecutive years, from fiscal years 2019 through 2021, Defendants
issued clean, unmodified opinions signed by Oyebola attesting to the fair presentation of Tingo
Mobile’s manifestly inaccurate financial statements—despite the identification of numerous and
glaring weaknesses in Tingo Mobile’s internal controls. These fraudulent financial statements—
carrying Oyebola’s name and his Firm’s certification—in turn infected the financial statements of
Tingo Mobile’s U.S. parent companies, misleading investors and other third parties who relied upon
them.

3
4. Defendants, however, lent more than merely their imprimatur to Tingo Mobile’s
fraudulent financial statements; they joined with and lent their affirmative aid to Mmobuosi and the
Tingo Entities’ broader scheme. Oyebola and his Firm knowingly or recklessly provided substantial
assistance to the fraud in at least two respects.
5. First, beginning at least as of 2020, while serving as auditor to both Tingo Mobile
and Tingo International, Defendants discovered that Mmobuosi and other Tingo Mobile officials
had on multiple occasions created and disseminated fraudulent audit reports on the Firm’s letterhead
bearing forgeries of Oyebola’s signature. These ostensive audit reports certified that Defendants had
conducted audits using procedures they never performed, under standards they never applied, and
contained opinions as to the fair presentation of the financial statements that they never rendered.
Oyebola immediately recognized the audit reports as forgeries.
6. In contravention of their duties as a registered public accounting firm and a licensed
independent public accountant associated therewith, however, neither the Firm nor Oyebola took
any meaningful or appropriate action to report the fraud or otherwise address it. Nor did they take
any steps to ensure the fake reports’ retractions. To the contrary, Oyebola actively concealed the
reports’ fraudulent nature from independent members of Tingo International management, and he
and his Firm deliberately remained silent as Mmobuosi and the Tingo Entities continued to create
and use additional forged audit reports putatively from Oyebola and his Firm in subsequent public
filings.
7. Second, in August 2023, Oyebola intentionally misled the Israeli-based auditor
(“Auditor A”) of Tingo Group, Tingo Mobile’s then-parent public company. At the time, in the
aftermath of a highly-publicized analyst report casting doubt on the legitimacy of Tingo Group’s
financials and operations, Auditor A was seeking additional audit evidence to independently verify

4
certain of Tingo Mobile’s reported transactions as it evaluated whether it could continue to serve as
Tingo Group’s auditor and whether to accept representations from Tingo Group management.
8. On August 30, 2023, Tingo Mobile’s CFO provided Oyebola bank records
purporting to reflect payments by Tingo Mobile for certain of the transactions at issue. Mmobuosi
directed Oyebola to send these wire transfer records to Auditor A, and to misrepresent to Auditor A
that the records had been obtained from the bank directly, rather than from company management.
Mmobuosi instructed Oyebola to leave “no trace of [us] sending to you, from you straight to
[Auditor A].”  As instructed, Oyebola caused a letter to be sent to Auditor A enclosing these bank
records and falsely certifying that they were collected directly from the bank.
9. As a result of Oyebola’s knowing misrepresentation as to the provenance of these
records, Auditor A accepted the bank records as authentic and corroborative of the transactions in
question. In reality, the records were falsified. Oyebola’s affirmative deception of Auditor A
prevented Auditor A from discovering that the records were forged and that the transactions they
purported to depict were fictitious. Relying, at least in part, on Oyebola’s false representation,
Auditor A ultimately determined it could continue its association with Tingo Group and signed off
on materially inflated interim financial statements contained in Tingo Group’s public filings for the
following two quarters—allowing Tingo Group to sustain and prolong its fraud.
VIOLATIONS
10. By virtue of the foregoing conduct and as alleged further herein: (a) Defendants
Oyebola and Oyebola & Co. have aided and abetted Mmobuosi’s and the Tingo Entities’ violations
of Section 17(a) of the Securities Act of 1933 (“Securities Act”) [15 U.S.C. § 77q(a)] and Section
10(b) of the Securities Exchange Act of 1934 (“Exchange Act”) [15 U.S.C. §§ 78j(b)] and Rule 10b-5
thereunder [15 C.F.R. §§ 240.10b-5]; and (b) Defendant Oyebola has aided and abetted Mmobuosi’s
violations of Exchange Act Rules 13b2-2(a) and (b) [240.13b2-2(a) and (b)].

5
11. Unless Defendants are restrained and enjoined, they will engage in the acts, practices,
transactions, and courses of business set forth in this Complaint or in acts, practices, transactions,
and courses of business of similar type and object.
NATURE OF THE PROCEEDINGS AND RELIEF SOUGHT
12. The Commission brings this action pursuant to the authority conferred upon it by
Securities Act Sections 20(b) and 20(d) [15 U.S.C. §§ 77t(b) and 77t(d)] and Exchange Act Section
21(d) [15 U.S.C. § 78u(d)].
13. The Commission seeks a final judgment: (a) permanently enjoining Defendants from
violating Section 17(a) of the Securities Act [15 U.S.C. § 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]; (b) permanently
enjoining Oyebola from violating Exchange Act Rules 13b2-2(a) and (b) [17 C.F.R. §§ 240.13b2-2(a)
and (b)]; ( c) permanently prohibiting Defendants from acting in an accounting or financial reporting
role at a public company in connection with the preparation of financial statements filed with the
Commission, providing substantial assistance to a public company in the preparation of financial
statements filed with the Commission, or acting as an auditor on a public company audit;
(d)   ordering Defendants to pay civil money penalties pursuant to Securities Act Section 20(d) [15
U.S.C. § 77t(d)] and Exchange Act Section 21(d)(3) [15 U.S.C. § 78u(d)(3)]; and (e) ordering any
other and further relief the Court may deem just and proper.
JURISDICTION AND VENUE
14. This Court has jurisdiction over this action pursuant to Securities Act Section 22(a)
[15 U.S.C. § 77v(a)] and Exchange Act Section 27 [15 U.S.C. § 78aa].
15. Defendants, directly and indirectly, have made use of the means or instrumentalities
of interstate commerce or of the mails in connection with the transactions, acts, practices, and
courses of business alleged herein.

6
16. Venue lies in this District under Securities Act Section 22(a) [15 U.S.C. § 77v(a)] and
Exchange Act Section 27 [15 U.S.C. § 78aa]. Defendants transact business in the Southern District
of  New York, and certain of  the acts, practices, transactions, and courses of  business alleged in this
Complaint occurred within this District. For example, during the relevant period, Agri-Fintech’s
common stock was quoted on OTC Link, operated by OTC Markets Group, and Tingo Group’s
stock was publicly traded on the Nasdaq stock exchange, both of which are in the Southern District
of New York; forged audit reports were submitted to a major U.S. stock exchange based in this
District (defined below as Exchange A); Agri-Fintech was headquartered in this District; and the
closing of the merger between Agri-Fintech and Tingo Group occurred within this district.
DEFENDANTS
17. Oyebola & Co. (or the “Firm”) is a Nigerian corporation co-founded by Oyebola in
2013 and based in Lagos, Nigeria, with branch offices in Houston, Texas, and Ontario, Canada. The
Firm is controlled by its Managing Partner and CEO, Oyebola. The Firm provides professional
auditing and accounting services. The Firm has been a PCAOB-registered accounting company since
March 18, 2014, and it specializes in auditing SEC-registered issuers, with most of its clients listed
on U.S. exchanges. The Firm markets itself as a “multi-disciplinary firm of professionals licensed
and approved” by various governing bodies, including the Institute of Chartered Accountants of
Nigeria, the Commission, the PCAOB, and the Canadian Public Accountability Board. The Firm is a
subsidiary of a parent holding company, Olayinka Oyebola & Co., which also owns an affiliate, OO
and Co. Consult, a consulting and tax advisory company, also owned by Oyebola. The Firm was
censured by the PCAOB in November 2023 for failure to file Form APs in violation of PCAOB
Rule 3211.
18. Oyebola, 56, is a resident of Nigeria. Oyebola is the Managing Partner and CEO of
the Firm, and he is an accountant licensed by the Institute of Chartered Accountants of Nigeria.

7
Oyebola has been the engagement partner for every PCAOB audit conducted by the Firm since at
least 2020 (approximately 139 audits). Before co-founding the Firm, Oyebola worked for a decade in
Nigeria as an accountant at a large, multinational accounting and consulting firm.
OTHER RELEVANT INDIVIDUALS AND ENTITIES
1

19. Tingo Mobile is a Nigerian corporation founded by Mmobuosi in 2001. Tingo
Mobile purports to lease mobile phones to farmers—through agreements with cooperative
associations in Nigeria and Ghana—and provide the farmers with access to mobile airtime, data
services, and a proprietary platform to sell their crops, pay bills, and acquire insurance and loans,
among other things. In 2020, Tingo Mobile became a wholly owned subsidiary of Tingo
International through a share exchange. In August 2021, Tingo International sold Tingo Mobile to
Agri-Fintech (then named Tingo, Inc.). In December 2022, Agri-Fintech sold Tingo Mobile to
Tingo Group (then named MICT, Inc.).
20. Tingo International is a Delaware corporation with its principal place of business
in Stamford, Connecticut. Tingo International was incorporated in January 2020 to serve as a U.S.
holding company for Tingo Mobile. Since its founding, Mmobuosi has served as Tingo
International’s CEO. Tingo International owned Tingo Mobile until it sold Tingo Mobile to Agri-
Fintech (then named Tingo Inc.) in August 2021.
21. Agri-Fintech is a Nevada corporation with its principal place of business in Draper,
Utah. Agri-Fintech was originally incorporated in 2015 under the name iWeb. In August 2021, iWeb
acquired Tingo Mobile from Tingo International, changed its name to Tingo Inc., and named
Mmobuosi its CEO. On December 1, 2022, Tingo Inc. sold Tingo Mobile to Tingo Group (then

1
 For ease of reference, enclosed as Appendix A is a chart depicting an overview of the changes in
Tingo Mobile and the Tingo Entities’ corporate structures, parentage, and external auditors through
August 2024.

8
named MICT, Inc.), in exchange for common and preferred stock of Tingo Group equal to 75% of
the common stock of Tingo Group on a fully converted basis. On April 27, 2023, Tingo Inc.
changed its name to Agri-Fintech. The company’s shares have traded on OTC Link since 2016,
originally under the symbol IWEBB and, as of 2022, under the symbol TMNA. Agri-Fintech’s
common stock has been registered with the Commission pursuant to Section 12(g) of the Exchange
Act since September 2015. Until August 2024, Mmobuosi was Agri-Fintech’s largest shareholder,
directly or indirectly controlling 77.2% of its stock. On August 28, 2024, the United States District
Court for the Southern District of New York entered a Final Judgment in the Tingo Enforcement
Action, which resulted in the cancellation of Mmobuosi and Tingo International’s shares of Agri-
Fintech.
22. Tingo Group is a Delaware corporation with its principal place of business in
Montvale, New Jersey. Tingo Group was originally incorporated in 2002 under a different name. In
2018, it changed its name to MICT. On December 1, 2022, MICT acquired Tingo Mobile from
Agri-Fintech (then named Tingo Inc.). In February 2023, MICT changed its name to Tingo Group.
The company’s shares traded on the Nasdaq Capital Market between 2013 and February 2024,
originally under the symbol MICT and later TIO. In March 2024, Tingo Group’s stock was delisted
from Nasdaq and it now trades on OTC Link under the symbol TIOG. Tingo Group’s common
stock is registered with the Commission pursuant to Section 12(b) of the Exchange Act. Until
August 2024, Agri-Fintech was Tingo Group’s largest shareholder through its ownership of 31.56%
of Tingo Group’s common stock, as well as Series B Preferred stock that is convertible to common
stock which would bring Agri-Fintech’s ownership to 75% of the common stock. On August 28,
2024, the United States District Court for the Southern District of New York entered a Final
Judgment in the Tingo Enforcement Action, which resulted in the cancellation of Mmobuosi and
Agri-Fintech’s shares of Tingo Group stock.

9
23. Mmobuosi, 45, is a Nigerian citizen who previously resided in the United Kingdom
and is currently residing in Nigeria. Mmobuosi purportedly co-founded Tingo Mobile in 2001;
founded Tingo International in 2020 and serves as its CEO; was appointed CEO of Agri-Fintech in
2021 upon Tingo International’s sale of Tingo Mobile to Agri-Fintech; was appointed CEO of
Tingo Group Holdings, LLC, a subsidiary of Tingo Group and parent of Tingo Mobile, on
December 1, 2022, upon Agri-Fintech’s sale of Tingo Mobile to Tingo Group; and was appointed
co  -CEO of Tingo Group in September 2023 until he resigned in December 2023.  Mmobuosi is the
controlling shareholder of Tingo International (77%), and was, until August 28, 2024, the controlling
shareholder of Agri-Fintech (77.2%) and the largest shareholder of Tingo Group. On August 28,
2024, the United States District Court for the Southern District of New York entered a Final
Judgment the Tingo Enforcement Action, which resulted in the cancellation of Mmobuosi’s shares
of Agri-Fintech and Tingo Group stock. On January 2, 2024, the United States Attorney’s Office for
the Southern District of New York unsealed a criminal indictment against Mmobuosi related to the
same underlying conduct as the Tingo Enforcement Action. Mmobuosi fled arrest in the United
Kingdom and is currently a fugitive in Nigeria.
FACTS
I. DEFENDANTS CERTIFY TINGO MOBILE’S FRAUDULENT FINANCIAL
STATEMENTS.
A. Mmobuosi Falsifies Tingo Mobile’s Financial Statements.
24. Tingo Mobile has purported to be in the business of leasing mobile phones to
farmers through agreements with farming cooperative associations in Nigeria and Ghana. It has
claimed   to earn income from leasing hardware (i.e., mobile handsets) to farmers, by providing
farmers airtime and data services, and through farmers’ usage on its handsets of Tingo Mobile’s pre-
installed, proprietary “Nwassa” platform, which purportedly facilitates farmers’ crop sales, pricing
and bill payments, among other things, across the African farming ecosystem.

10
25. By 2019, Tingo Mobile claimed to have contracted with at least two farming
cooperatives in Nigeria and to have a subscriber base for its phone leasing contracts and Nwassa
software platform of over nine million farmers. It claimed to have earned hundreds of millions of
dollars from these contracts on an annual basis.
26. But Tingo Mobile’s business was a fiction. Its purported assets, revenues, expenses,
customers, and suppliers were virtually entirely fabricated.
27. Beginning at least as of 2019, Mmobuosi—with the assistance of others, including
Tingo Mobile’s CFO—caused the creation of fake financial statements and forged supporting
material to falsely portray Tingo Mobile as a thriving and profitable enterprise, with hundreds of
millions of dollars in annual revenues, profits, and available cash and a subscriber base of millions of
farmers using its phones and services.  In reality, the company had no meaningful operations or
customers and, as of the end of 2019, about $15 in its bank account.
B. Defendants Certify Tingo Mobile’s Fraudulent Financial Statements Despite
Numerous Identified and Unaddressed Weaknesses in Tingo Mobile’s
Internal Controls.
28. From fiscal years 2019 through 2021, the Firm served as Tingo Mobile’s external
auditor, engaged to conduct annual audits of Tingo Mobile’s financial statements for those fiscal
years, to be performed pursuant to International Standards for Accounting (“ISA”).
29. Oyebola was the Firm’s lead engagement partner on each audit engagement.
30. In connection with their audit work for Tingo Mobile, in each of these fiscal years,
Defendants identified numerous weaknesses in Tingo Mobile’s internal controls and operations,
which were memorialized in management letters the Firm sent to Mmobuosi and Tingo Mobile.
31. The Firm’s fiscal year 2019 Management Letter, dated March 10, 2020, observed,
among other things, that (a) Tingo Mobile lacked a separate unit to handle its internal audit function
and, thus, that there was “no internal independent check on all company transactions,” which left

11
Tingo Mobile “exposed to high business and operational, and compliance risk”; (b) Tingo Mobile’s
Board of Directors “did not meet in time to discuss pertinent issues” and “did not exercise its
responsibility of [m]anaging the affairs of the company; and (c) Tingo Mobile failed to prepare bank
reconciliation statements, which meant that “the accountant or the company’s account officer in the
bank cannot reasonably ascertain the real bank balance at a particular period.”
32. The Firm’s fiscal years 2020 and 2021 Management Letters highlighted many of the
same weaknesses—including the lack of a separate internal audit function and deficient Board
oversight of company operations—an acknowledgment that these deficiencies remained
unaddressed.  These and other weaknesses identified in the fiscal years 2019, 2020, and 2021
Management Letters concerning Tingo Mobile’s internal controls and operations caused Oyebola
and the Firm to have heightened concerns about the risk profile of Tingo Mobile.
33. Notwithstanding these identified weaknesses and elevated risk profile, Oyebola and
his Firm issued unmodified opinions attesting that Tingo Mobile’s financial statements “g[a]ve a true
and fair view of the company ... and the financial performance and cash flows of the Company” for
each fiscal year from 2019 through 2021.
34. They did not.  The Tingo Mobile financial statements that Defendants certified
reported hundreds of millions of dollars in revenues, income and cash balances that did not exist.
35. As just one example, Tingo Mobile’s fiscal year 2019 financial statements audited and
certified by Defendants represented among other things, that Tingo Mobile possessed more than 68
billion Naira ($201 million USD) in cash and cash equivalents as of the end of the fiscal year and had
earned more than 163 billion Naira ($489 million USD) in income and close to 50 billion Naira
($150 million USD) in gross profit for the year.
36. In reality, Tingo Mobile’s bank accounts held only 5,554.39 Naira at the end of fiscal
year 2019—equivalent to $16.63 USD.  The income, profit, and other financial metrics reported in

12
Tingo Mobile’s 2019 financial statements for which Oyebola and the Firm issued an audit report
containing an unmodified audit opinion were similarly materially overstated.  The same is true for
the Tingo Mobile financial statements audited and certified by Defendants for fiscal years 2020 and
2021.
II. DEFENDANTS CONCEAL AND ACQUIESCE TO MMOBUOSI’S CREATION
AND USE OF FALSIFIED AUDIT REPORTS.
A. Defendants Are Engaged to Audit Tingo International and Discover
Management’s Use of Fraudulent Audit Reports.
37. Having procured audited financial statements attesting to the legitimacy of the Tingo
Mobile’s fabricated business model, Mmobuosi sought to capitalize on his fraudulent scheme by
positioning his sham private company for public listing on the U.S. capital markets, ultimately
merging the company into (and assuming control of) two publicly-traded U.S. entities, and reporting
out massively inflated and ever increasing fictitious revenues and profits to lure investor demand and
prop up the price of his companies’ stock.
38. In January 2020, Mmobuosi created Tingo International, a Delaware corporation, to
serve as Tingo Mobile’s U.S. holding company, and undertook a share exchange, effective February
2020, through which Tingo International became Tingo Mobile’s sole shareholder.
39. From January 2020 through August 2021, Tingo Mobile was Tingo International’s
sole asset and operating subsidiary, and its fraudulent financial statements were consolidated into
Tingo International’s financial statements.
40. In or around September 2020, Mmobuosi took critical steps to achieve a direct
listing for Tingo International on a major U.S. stock exchange (“Exchange A”) and registration of
Tingo International’s shares with the Commission.
41. Specifically, Mmobuosi caused Tingo International to submit a listing application
with Exchange A in September 2020, and in connection with that application—as it announced in a

13
November 9, 2020 press release—confidentially submitted a draft Form S-1 with the SEC. Its press
release stated that Tingo International’s “public listing is expected to take place after the SEC
completes its review process, subject to market and other conditions.”
42. As discussed below, in the course of preparing for this direct listing and shares
registration, Mmobuosi and Tingo Mobile’s CFO took various steps to conceal the fraudulent nature
of Tingo Mobile’s business from independent members of Tingo International management and
Tingo International’s Board of Directors—including sending them false financial statements and
forged bank statements and restricting their access to information and data necessary for basic
co  rporate oversight functions.  Mmobuosi and Tingo Mobile’s CFO accomplished this with
Defendant’s substantial assistance.
43. Oyebola and his Firm were engaged by Tingo International to conduct a “review” of
Tingo International’s financial statements for the first half of fiscal year 2020 (the period January 10
through June 30, 2020) in approximately September 2020. Oyebola and his Firm were directed by
Tingo International to conduct their review in accordance with PCAOB standards and to opine on
the fair presentation of the financial statements in accordance with U.S. generally accepted
accounting principles.
44. Oyebola understood that the purpose of his engagement was, at least in part, to
assist Tingo International in its efforts to meet the requirements necessary to go public in the United
States and list its stock on a U.S.-based exchange. The Tingo International Board of Directors
resolution approving the engagement of Oyebola and his Firm appointed them to “prepare the
necessary financial statements of the corporation and its subsidiary, Tingo Mobile PLC, for filing
with the U.S. Securities and Exchange Commission a Registration Statement of the corporation on
Form S-1 for a direct listing on [Exchange A] of shares of the corporation’s Class A common
stock.”

14
45. As a PCAOB-registered auditor, and as an independent public accountant associated
with such an auditor familiar with registration and listing requirements applicable to U.S. issuers, the
Firm and Oyebola knew that a PCAOB audit was required to meet U.S. registration and listing
standards, and that they would be required to consent to the use of the audited statements in any
offering documents.
46. Oyebola and his Firm never completed this review because they were purportedly
unable to obtain independent confirmation of Tingo International’s bank account balances, and thus
were unable to determine the accuracy of Tingo International’s financial statements.
47. However, at some point between October 2020 and December 2020, Oyebola and
his Firm learned that Mmobuosi had caused Tingo International to create an October 22, 2020
“Report of Independent Registered Public Accounting Firm” on the Firm’s letterhead and bearing
Oyebola’s signature (the “Forged Tingo International Audit Report”).
48. The Forged Tingo International Audit Report stated that the Firm had conducted
and completed an audit of Tingo International under PCAOB standards, and it contained an
opinion from the Firm that Tingo International’s “financial statements present fairly, in all material
respects, the financial position of the Company as of June 30, 2020, and the results of its operations
and its cash flows for the period ended June 30, 2020, in conformity with U.S. generally accepted
accounting principles.”
49. Neither Oyebola nor his Firm had completed an audit of Tingo International’s
financial statements or had reached any conclusion as to the fairness of their presentation. Nor had
Oyebola or his Firm prepared, signed, or authorized the issuance of any such report.
50. At or around the same time, Oyebola and the Firm learned that Mmobuosi had
caused Tingo International to create a similar October 22, 2020 “Report of Independent Registered
Public Accounting Firm” on the Firm’s letterhead and bearing Oyebola’s signature, which stated that

15
the Firm had conducted and completed audits of Tingo Mobile under PCAOB standards for fiscal
years 2018 and 2019 (“Forged Tingo Mobile Audit Report”).
51. Like the Forged Tingo International Audit Report, the Forged Tingo Mobile Audit
Report concluded that Tingo Mobile’s “financial statements . . . present fairly, in all material
respects, the financial position of the Company as at December 31, 2019 and 2018, and the results
of its operations and its cash flows for each of the years in the two-year period ended December 31,
2019, in conformity with accounting principles generally accepted in the United States of America.”
52. Neither Oyebola nor his Firm had completed an audit of Tingo Mobile’s financial
statements under PCAOB standards or in conformity with U.S. generally accepted accounting
principles. Nor had Oyebola or his Firm prepared, signed, or authorized the issuance of any such
report. Oyebola and his Firm had only audited Tingo Mobile’s financial statements for 2019, and
only under International Standards for Accounting, not PCAOB, standards. Neither Oyebola nor his
Firm had completed any audit, under any standard, for Tingo Mobile’s financial statements for fiscal
year 2018.
53. As a result, Oyebola knew that these two audit reports were fake and that his
signatures affixed to them were forged.
54. Documents produced to the Commission by various individuals and entities in the
course of the investigation show that Tingo International included these forged audit reports in a
confidential draft Form S-1 it submitted to the Commission, as well as in a listing application it
submitted to Exchange A.
55. Oyebola was aware that Tingo International had submitted these forged audit reports
to the Commission and Exchange A. Contemporaneous correspondence produced by the Firm and
Oyebola’s testimony demonstrate that Oyebola and his Firm provided assistance to Tingo
International in preparing the draft Form S-1 and listing application.  In the course of this work,

16
Oyebola specifically discussed the Forged Tingo International Audit Report and the Forged Tingo
Mobile Audit Report putatively signed by Oyebola and issued by his Firm with Tingo International
management.
56. Oyebola confronted Mmobuosi and Tingo Mobile’s CFO by phone upon his
discovery of the forged audit reports. He told them that the creation and use of forged audit reports
bearing his signature and his Firm’s name would jeopardize Oyebola’s and his Firm’s ability to
continue to work for Tingo Mobile and the Tingo Entities.
57. Despite this admonition, Oyebola and his Firm continued to perform audit and
other accounting-related work for Tingo Mobile and the Tingo Entities for at least the next three
years.
58. As a PCAOB-registered accounting and auditing firm and a licensed independent
public accountant associated with such a firm engaged to conduct a review of Tingo International’s
financial statements under PCAOB Auditing Standards (“AS”), the Firm and Oyebola had duties to
follow those standards.
59. Under AS 1001 (“Responsibilities and Functions of the Independent Auditor”), an
auditor has a responsibility to “obtain reasonable assurances about whether the financial statements
are free of material misstatement, whether caused by error or fraud,” and to “state whether, in his
opinion, the financial statements are presented in conformity with generally accepted accounting
principles” through a report of independent auditor.
60. Under AS 1015 (“Due Professional Care in the Performance of Work”), an auditor is
required to “work with due professional care” and act in “good faith and with integrity.”
61. Under AS 2401 (“Consideration of Fraud in a Financial Statement Audit”), an
auditor who finds evidence of fraud must bring the matter to the attention of an appropriate level of

17
management in a timely manner, including (where the fraud involves senior management), to the
company’s Audit Committee.
62. Under AS 2405 (“Illegal Acts by Clients”), an auditor must adequately inform the
Audit Committee of illegal acts that come to its attention “as soon as practicable,” and may need to
withdraw “when the client does not take the remedial action that the auditor considers necessary in
the circumstances.”
63. Under AS 3320 (“Association with Financial Statements”), an auditor must ensure
there is a “clear-cut indication of the character of the auditor’s work, if any, and the degree of
responsibility the auditor is taking” to prevent “misinterpretation of the degree of responsibility the
accountant assumes when his name is associated with financial statements.”  In addition, under this
Auditing Standard, if an accountant’s name is associated with financial statements that the
accountant has not audited or reviewed, the accountant must issue a disclaimer stating that the
financial statements were not audited by the accountant, and that the accountant does not express
any opinion on the financial statements.
64. Neither Oyebola nor his Firm reported the forgeries to the SEC.
65. Neither Oyebola nor his Firm reported the forgeries to Exchange A.
66. Neither Oyebola nor his Firm reported the forgeries to Tingo International or Tingo
Mobile’s other management members, Boards of Directors, or their Audit Committees.
67. Neither Oyebola nor his Firm issued any disclaimers stating that the forged financial
statements were not audited by Oyebola or his Firm, or that Oyebola and his Firm do not express
any opinion on the forged financial statements.
B. Defendants Conceal the Forgeries from Tingo International Management.
68. In February 2021, Tingo International engaged Oyebola to conduct an audit of
Tingo International’s financial statements for the full year of fiscal year 2020, despite Oyebola and

18
his Firm’s inability to complete the half-year review a few months earlier. Like the half-year review,
this audit was also to be performed in accordance with PCAOB standards. Also like the half-year
review, Defendants never completed this engagement, ostensibly because they were not able to
obtain sufficient audit evidence to verify Tingo International’s bank balances.
69. Under the terms of the engagement letter retaining the Firm as Tingo International’s
external auditor, executed in March 2021, Oyebola and his Firm agreed to perform an audit of Tingo
International’s full year 2020 financial statements prepared under U.S. generally accepted accounting
principles and in accordance with PCAOB standards.
70. In connection with scoping the engagement and preparing the audit procedures for
the Firm’s audit of Tingo International’s full-year 2020 financial statements, Tingo International’s
newly-installed Chief Financial Officer (“Tingo International’s CFO”), who joined Tingo
International in early 2021 (after Mmobuosi caused Tingo International to create the forged audit
reports), asked Oyebola and his Firm a series of questions regarding their prior work on Tingo
International’s behalf.
71. On or around May 24, 2021, after Defendants had begun their audit procedures for
their full-year audit engagement, Tingo International’s CFO emailed Oyebola and his Firm
requesting that they provide the workpapers and other supporting documents underlying the Forged
Tingo International Audit Report purportedly issued by the Firm and signed by Oyebola.
72. Although Oyebola knew that that audit report (and his signature on it) were forged,
and thus that there were no bona fide supporting documents underlying it, Oyebola concealed that
fact from Tingo International’s CFO.
73. Instead, Oyebola implied the authenticity of the report and the existence of materials
substantiating it by telling Tingo International’s CFO that the evidence requested “has been shared

19
with the management” (i.e., Mmobuosi and Tingo Mobile’s CFO) and directing Tingo
International’s CFO to obtain the materials from them.
74. Tingo International’s CFO responded three days later by email that “I have
requested this information from management ... and [Mmobuosi] referred me to you – please can
you share this info.”  In the same email, Tingo International’s CFO also asked Oyebola to “advise
where you get the underlying information that enabled your firm to prepare the 30 June 2020
financials.”
75. Oyebola ignored Tingo International’s CFO’s requests and never responded.
76. Oyebola and his Firm never completed the full-year 2020 audit on behalf of Tingo
International and never issued an audit report as to Tingo International’s financial statements for
fiscal year 2020.
77. Ultimately, Tingo International abandoned its efforts to register and list its shares
directly in the United States.  Its shares were never registered, and its listing application was never
granted.
C. Defendants Continue to Issue Clean Audit Reports for Tingo Mobile After
Mmobuosi Takes Tingo Public.
78. In August 2021, after Tingo International abandoned its efforts to obtain a direct
listing, Tingo Mobile became a public company through a “reverse merger” when iWeb, Inc., a
public company, issued 928 million shares of its Series A common stock and 65 million shares of its
Series B common stock to acquire all the issued and outstanding common stock of Tingo Mobile
from Tingo International.  The merged company renamed itself Tingo, Inc.—later renamed Agri-
Fintech—and made Mmobuosi its CEO. Its common stock trades on OTC Link under the symbol
TMNA.
79. The merger assigned Tingo Mobile a purported valuation of billions of dollars, a
valuation supported purely by the fabricated financial statements Mmobuosi concocted and the

20
phony operational successes   they purported to depict, which materially misstated financial
statements Defendants blessed or helped conceal.
80. Through the reverse merger, Tingo Mobile became Agri-Fintech’s primary asset and
operating subsidiary.  Following the reverse merger, Agri-Fintech’s books and records and public
filings incorporated the fictitious transactions, operations, and financial results of Tingo Mobile.  As
a result, Agri-Fintech’s publicly-filed financial statements were fraudulently and materially overstated
during the period in which Agri-Fintech owned Tingo Mobile.
81. For example, from August 2021 through December 2022, Agri-Fintech’s publicly-
filed financial statements contained in its quarterly and annual reports disclosed to investors that
Agri-Fintech maintained cash and cash equivalent balances ranging from approximately $25 million
to approximately $313 million, based almost entirely on the account balances reflected in Tingo
Mobile’s forged and fabricated bank statements.  Tingo Mobile’s actual bank balances during this
time ranged   from less than $20 to, at most, approximately $33,000.
82. Agri-Fintech’s reported revenues, expenses and income were similarly inflated as a
result of their incorporation of Tingo Mobile’s fraudulent financial statements and results.
83. Although a different, U.S.-based auditing firm audited Agri-Fintech’s financial
statements, Oyebola and the Firm continued to perform the external audit function on behalf of
Agri-Fintech’s Tingo Mobile subsidiary during this period. In connection with this audit
engagement, Oyebola and the Firm issued an audit report containing an unmodified audit opinion
attesting to the fair presentation of Tingo Mobile’s manifestly inaccurate financial statements for
fiscal year 2021.

21
D. Defendants Acquiesce to Mmobuosi’s Continued Use of Falsified Audit
Reports.
84. On July 22, 2022, Agri-Fintech filed with the Commission an amendment to its
Form 10-K for fiscal year 2021 (“2021 Form 10-K/A”) to modify the accounting treatment of the
merger through which Agri-Fintech acquired Tingo Mobile.
85. The 2021 Form 10-K/A enclosed a “Report of Independent Registered Public
Accounting Firm,” dated July 19, 2022, on the Firm’s letterhead and purporting to bear Oyebola’s
signature. This publicly-filed audit report stated that the Firm had conducted an audit of Tingo
Mobile for fiscal year 2020 in accordance with PCAOB standards. The report concluded that “[i]n
our opinion, the consolidated financial statements [of Tingo Mobile] present fairly, in all material
respects, the financial position of the Company at December 31, 2020, and the results of its
operations and its cash flows for the year then ended, in conformity with U.S. generally accepted
accounting principles” (the “Second Forged Tingo Mobile Audit Report”).
86. Neither Oyebola nor his Firm had completed an audit of Tingo Mobile’s financial
statements under PCAOB standards or in conformity with U.S. generally accepted accounting
principles for any fiscal year, including 2020. Nor had Oyebola or his Firm prepared or signed any
such report or consented to its inclusion in the 2021 Form 10-K/A.
87. Although the Firm had audited Tingo Mobile for its fiscal year 2020, it had done so
under ISA standards, not, as the Second Forged Tingo Mobile Audit Report indicated, under
PCAOB standards.
88. Oyebola became aware of the filing of the Second Forged Tingo Mobile Audit
Report shortly after it was filed through the Commission’s EDGAR filing system, on which the
2021 Form 10-K/A was publicly available.
89. Oyebola immediately recognized that the Second Forged Tingo Mobile Audit Report
was a forgery.

22
90. On July 26, 2022, Oyebola sent Mmobuosi a message via WhatsApp attaching a
picture of the Second Forged Tingo Mobile Audit Report, and writing to Mmobuosi that his Firm’s
“Board” (which consisted of Oyebola and only one other Firm partner) “found out you guys have
already file[d] a report I never signed on the 19
th
 on SEC ... please how do I convince them now to
go on...”
91. On or about the same day, Oyebola spoke with Mmobuosi by telephone. According
to sworn testimony Oyebola provided during the Commission’s investigation of this matter,
Oyebola was “cross” with Mmobuosi during this conversation regarding Mmobuosi’s use of the
forged audit report, and threatened to report Mmobuosi and Agri-Fintech to the relevant authorities,
including the SEC.
92. Mmobuosi told Oyebola on this call that Agri-Fintech would remove the audit report
from the Commission’s EDGAR system and that Mmobuosi would hire a new auditor to actually
conduct an audit of Tingo Mobile under PCAOB standards and apply U.S. generally accepted
accounting principles. Mmobuosi assured Oyebola that the audit report issued by this new auditor
would be made public and would inform third parties (including Agri-Fintech investors and the
SEC) that the Second Forged Tingo Mobile Audit Report could not be relied upon.
93. Despite their duties as independent public accountants (as described in paragraphs
58 to 63 above), neither Oyebola nor his Firm took any affirmative steps to report Mmobuosi’s
forgery beyond obtaining these assurances from Mmobuosi.
94. Despite learning that Mmobuosi and Tingo Mobile had yet again manufactured a
bogus audit report on his Firm’s letterhead and publicly used a forgery of his signature, Oyebola did
not resign as Tingo Mobile’s auditor and, in fact, continued to perform audit and non-audit work for
Tingo Mobile and Tingo Group for at least the following year.

23
95. Although Oyebola testified that he threatened to report Mmobuosi and Agri-
Fintech’s conduct, neither Oyebola nor his Firm in fact reported Mmobuosi’s use of the forged
audit report to the Commission or any other regulatory authority.
96. Neither Oyebola nor his Firm reported Mmobuosi’s use of the forged report to
Agri-Fintech’s Board of Directors, its Audit Committee, or its U.S.-based external auditor.
97. Oyebola and the Firm’s failures to act in an appropriate manner upon learning of yet
another fake audit report bearing the Firm’s name and Oyebola’s signature occurred even though
Oyebola knew—as he testified under oath—that Mmobuosi’s conduct was “not going to stop.”
98. Despite Mmobuosi’s assurances, Agri-Fintech never removed the Second Forged
Tingo Mobile Audit Report from Commission’s EDGAR filing system. In fact, it is not possible for
an issuer to remove a publicly-filed document from the Commission’s EDGAR filing system. The
Second Forged Tingo Mobile Audit Report remained publicly available, and no subsequent notice or
disclosure was ever filed instructing third parties that the report could not be relied upon.
99. As Oyebola predicted, Mmobuosi’s misconduct did not stop.  Mmobuosi continued
to fabricate and disclose fraudulent audit reports using Oyebola and his Firm’s name on behalf of
the Tingo Entities. Between September 2021 and February 2023, Agri-Fintech or Tingo Group filed
five additional forged audit reports bearing the Firm’s name with the Commission.
a. On September 13, 2021, Agri-Fintech filed a Form 8-K/A through the
Commission’s EDGAR filing system, which enclosed a purported September 8,
2021 audit report from the Firm which stated that the Firm had audited Tingo
Mobile’s financial statements under PCAOB standards for fiscal years 2019 and
2020 and opined that the financial statements were presented fairly in all material
respects and in conformity with U.S. generally accepted accounting principles.

24
b. On November 16, 2021, Agri-Fintech filed a Form 10-K/A for fiscal year 2020
through the Commission’s EDGAR filing system, which enclosed a purported
audit report from the Firm, signed by Oyebola, dated “November __, 2020,”
which stated that the Firm had audited Tingo Mobile’s financial statements under
PCAOB standards for fiscal year 2020 and opined that the financial statements
were presented fairly in all material respects and in conformity with U.S.
generally accepted accounting principles.
c. On July 26, 2022, Tingo Group filed a Form S-4 Registration Statement through
the Commission’s EDGAR filing system, which enclosed a purported July 24,
2022 audit report and auditor consent from the Firm, signed by Oyebola, which
stated that the Firm had audited Tingo Mobile’s financial statements under
PCAOB standards for fiscal year 2020 and opined that the financial statements
were presented fairly in all material respects and in conformity with U.S.
generally accepted accounting principles.
d. On February 9, 2023, Tingo Group filed a Form 8K/A through the
Commission’s EDGAR filing system, which enclosed a purported February 8,
2023 audit report from the Firm, signed by Oyebola, which stated that the Firm
had audited Tingo Mobile’s financial statements under PCAOB standards for
fiscal year 2020 and opined that the financial statements were presented fairly in
all material respects and in conformity with U.S. generally accepted accounting
principles.
e. On February 15, 2023, Tingo Group filed a Preliminary Schedule 14A Proxy
Statement through the Commission’s EDGAR filing system, which enclosed a
purported audit report from the Firm, signed by Oyebola, dated “November __,

25
2022,”  which stated that the Firm had audited Tingo Mobile’s financial
statements under PCAOB standards for fiscal year 2020 and opined that the
financial statements were presented fairly in all material respects and in
conformity with U.S. generally accepted accounting principles.
100. All five of these audit reports filed by Agri-Fintech or Tingo Group were forged.
Neither Oyebola nor his Firm had completed an audit of Tingo Mobile’s financial statements for
fiscal years 2019 or 2020 under PCAOB standards or in conformity with U.S. generally accepted
accounting principles. Nor had Oyebola or his Firm prepared or signed any such reports or
consented to their inclusion in the companies’ filings.
101. According to sworn testimony Oyebola provided during the Commission’s
investigation of this matter, during this period, Oyebola and the Firm continuously monitored filings
made by the Firm’s public issuer clients on the Commission’s EDGAR filing system to ensure that
filings referencing the Firm and its audit work are accurate and authorized. Oyebola testified that
this control process existed and applied to comply with PCAOB Rule 3211, which requires PCAOB-
registered auditors to timely file a Form AP with the PCAOB when an issuer files a report with the
Commission that includes an audit report issued by a PCAOB-registered firm.
102. Given Oyebola’s acknowledged practice of reviewing and monitoring his client’s
EDGAR filings, Oyebola and his Firm knew of, or recklessly disregarded, the Tingo Entities’
continued use of fabricated audit reports bearing forgeries of Oyebola’s signature.
103. Yet, in contravention of their duties as public company accountants (including the
standards described in paragraphs 58 to 63, above), they failed to take any steps to mitigate this
persistent fraudulent misconduct.

26
104. Oyebola and the Firm never disclosed the use of these forgeries to regulatory
authorities, or to the Tingo Entities’ management, Boards of Directors, or Audit Committees or
their external auditors.
105. In addition, on one other occasion, on December 16, 2021, Oyebola messaged
Mmobuosi via WhatsApp accusing him (albeit mistakenly) of filing still another forged audit report
in his firm’s name on behalf of Agri-Fintech. Before learning that his accusation was unfounded,
Oyebola told Mmobuosi “ill let this pas[s] because of the love I have for you...”
IV. OYEBOLA INTENTIONALLY LIES TO TINGO GROUP’S AUDITOR TO
PERPETUATE THE TINGO FRAUD.
106. In December 2022, Agri-Fintech sold Tingo Mobile to MICT, a Nasdaq-listed
financial technology company offering insurance brokerage platform services in China as well as
stock trading and wealth management services in other parts of Asia. Under the merger agreement,
MICT acquired 100% of Tingo Mobile from Agri-Fintech in exchange for 19.99% of MICT’s
common stock, plus preferred convertible shares that, upon conversion, would give Agri-Fintech
ownership of 75% of MICT’s outstanding common shares. Following the merger, MICT rebranded
itself as Tingo Group, Inc., and traded on Nasdaq under the symbol “TIO” until it was delisted in
March 2024.
107. Tingo Group appointed Auditor A, an Israel-based auditor within the network of
one of the world’s largest accounting firms, to audit the financial statements of the newly-merged
company and its operating subsidiaries, including Tingo Mobile.
108. From December 2022 to present, Tingo Group’s books and records and public
filings have incorporated the fictitious transactions, operations, and financial results of Tingo
Mobile, with Tingo Mobile’s operations becoming Tingo Group’s predominant operations.  As a
result, as in the case of Agri-Fintech, following its December 2022 purchase of Tingo Mobile, Tingo

27
Group materially and fraudulently overstated its sales, earnings, and assets in its publicly-filed
financial statements.
109. For example, from December 2022 through November 2023, Tingo Group’s
publicly-filed financial statements reported to investors that it maintained cash balances ranging
from approximately $53 million to over $500 million, based primarily on fabricated balances
appearing in Tingo Mobile’s forged bank statements. Authentic bank records obtained directly by
the Commission from Tingo Mobile’s bank show that Tingo Mobile’s actual bank balances during
this period ranged from less than $1 to approximately $6,000.
110. Tingo Group’s reported revenues, expenses and income were similarly inflated as a
result of their incorporation of Tingo Mobile’s fraudulent financial statements and results.
111. On June 6, 2023 a financial research firm published a report (the “June 6 Analyst
Report”), which accused the Tingo Group of being “an exceptionally obvious scam with completely
fabricated financials.”
112. Among other things, the June 6 Analyst Report alleged that the significant cash
balances Tingo Group claimed to hold at Nigerian banking institutions appeared to be fake.  The
report also raised questions as to the veracity of Tingo Mobile’s purported dealings with its
customers and suppliers, suggesting that Tingo Mobile’s reported business operations were fictitious.
113. In response to the June 6 Analyst Report, Tingo Group’s Audit Committee engaged
independent counsel to review the allegations contained in the report.
114. Auditor A relied, at least in part, upon this investigation—and the independence and
competence of the lawyers conducting it—in its evaluation of whether to continue its association
with Tingo Group as company auditors and whether to continue to accept representations from
company management.

28
115. On or about August 21, 2023, Auditor A presented to Tingo Group’s Audit
Committee to update the Committee on Auditor A’s discussions with investigative counsel regarding
the status of the Board-directed independent investigation into the allegations contained in the June
6 Analyst Report.
116. Auditor A reported to the Audit Committee that, at that time, certain issues
remained subject to further investigation, and that barring resolution of these open items, Auditor A
would not be able or willing to complete its review of the company’s consolidated financial
statements for the period ended June 30, 2023.
117. Specifically, before it would be willing to continue its association with Tingo Group
as its external auditor, Auditor A required, among other things, independent corroboration that
Tingo Group had satisfied its domestic tax obligations and that it had, in fact, made certain
purchases from its supposed phone suppliers.
118. As a result of Auditor A’s unwillingness to provide its sign off on Tingo Group’s
interim consolidated financial statements, on August 21, 2023, Tingo Group announced the
postponement of its quarterly earnings release and the filing of its Form 10-Q for the second quarter
of 2023. In its press release disclosing the postponement, Tingo Group stated that due to the Audit
Committee’s ongoing work in investigating the allegations made in the June 6 Analyst Report, “the
Company and the independent auditors require additional time to complete the preparation of the
Form 10-Q and financial statements.”
119. On August 29, 2023, Tingo Mobile’s CFO sent Oyebola an electronic message via
WhatsApp, attaching seventeen (17) supposed bank wire transfer records.
120. The bank records purported to demonstrate the transfer of tens of billions of Naira
from Tingo Mobile’s bank account to various individuals and entities, including Tingo Mobile’s
supposed suppliers and other third parties, and to Nigerian tax authorities.

29
121. The records that Tingo Mobile’s CFO provided to Oyebola were forged, and the
transactions they purported to reflect were fictitious. Authentic bank records produced to the SEC
staff directly by Tingo Mobile’s bank demonstrate that the transfers reflected in the records Tingo
Mobile’s CFO sent Oyebola never, in fact, occurred.
122. Mmobuosi directed Oyebola to send these forged bank records to Tingo Group’s
auditor, Auditor A, and to misrepresent that the records had come directly from the bank, and not
from Tingo Mobile management.
123. On August 30, Mmobuosi messaged Oyebola that Auditor A “are waiting for your
mail ... Please let there be no trace of [Tingo Mobile’s CFO] sending to you, from you straight to
[Auditor A].”
124. Mmobuosi instructed Oyebola to forward a copy of his correspondence with
Auditor A to a consultant for Tingo Group once completed. Oyebola replied that he would blind
copy Tingo Mobile’s CFO on the email transmittal to Auditor A.
125. The same day, an email address belonging to “ooandco consult” sent Auditor A, an
email attaching the forged bank records as well as a letter on OO and Co. Consult letterhead, which
stated:  “We hereby certify that the attached ... transfer advices regarding Tingo Mobile have been
collected Directly [sic] by us from [Tingo Mobile’s bank].”
126. The email and letter were signed by Individual A, who was identified in the letter as a
Director at OO & Co. Consult, and who is identified in other Oyebola & Co. documents as both an
“IT Audit Partner” and a “Manager” of the Firm.
127. Though the email and letter were purportedly sent and signed by Individual A,
Oyebola at a minimum received a copy of the email: on August 30, 2023, Oyebola sent Mmobuosi
and Tingo Mobile’s CFO messages over WhatsApp containing pictures of the email sent to Auditor

30
A by the “ooandco consult” email address to confirm that he had followed through on Mmobuosi’s
instruction.
128. The same day, a consultant for Tingo Group (the same consultant Mmobuosi
referenced in paragraph 124 above) emailed Auditor A stating: “You should by now hopefully have
received the [National Electronic Funds Transfer] advices directly from Mr. Olayinka Oyebola, who
is partner of PCAOB audit practice and accountants, Olayinka Oyebola & Co., which are tax adviser
to Tingo Mobile and Tingo Foods.  He arranged the collection of the transfer advices directly from
[the bank] this morning ... and they should hopefully be with you by now; together with a letter
confirming the statements were collected directly from the bank.”
129. The next day, August 31, 2023, Oyebola sent Mmobuosi and Tingo Mobile’s CFO
messages over WhatsApp to confirm that he was mailing a hard copy of the letter and wire transfer
records to Auditor A (per Auditor A’s request).
130. Oyebola also sent Mmobuosi and Tingo Mobile’s CFO a photo of the DHL
shipping label addressed to Auditor A as confirmation that he had sent the forged bank records to
Auditor A via hard copy, and Oyebola requested reimbursement for postage.
131. As an independent public accountant associated with a PCAOB-registered auditor,
Oyebola knew that receiving bank records directly from the third-party bank, and not relying solely
on client-provided bank statements, was important to Auditor A’s audit confirmation process.
Oyebola knew and understood that obtaining this audit evidence independent from the client (Tingo
Group) was a critical step in an auditor’s assessment both of the bank balances and wire activities
reported and of the authenticity of the supporting materials Tingo Group management supplied to
support its financial statement assertions.  This was especially true in the enhanced audit
environment following the June 6 Analyst Report concerning Tingo Group.

31
132. Oyebola also understood that Tingo Mobile (and therefore Tingo Group) purported
to carry inordinately large cash balances, and therefore that these bank records, and their
authenticity, were material to Auditor A’s evaluation of Tingo Group’s consolidated financial
statements. Oyebola acknowledged that he would not have been able to sign off on an audit for an
issuer with such substantial cash balances without obtaining confirmation of the issuer’s bank
account balances directly from the bank.
133. Notwithstanding his awareness of the importance to Auditor A that the records be
received from an independent source, Oyebola falsely represented to Auditor A that he
independently obtained the wire records directly from the bank when, in fact, he received them from
Tingo Group management.
134. By misrepresenting the source of the bank records in this way, Oyebola helped
conceal from Auditor A that they were forgeries.
135. Auditor A did in fact rely on this misrepresentation from Oyebola. Oyebola’s false
statement that the transmitted bank records were obtained directly from the bank confirmed for
Auditor A the authenticity of the records and the corresponding transactions in Tingo Group’s
books and records as part of their review procedures, and was an important factor in Auditor A’s
determination to remain as the auditor for Tingo Group following the allegations publicized in the
June 6 Analyst Report and to complete their review of Tingo Group’s Form 10-Q for the second
quarter of 2023.
136. On August 30, 2023, Tingo Group announced the results of its investigation,
reporting in a press release that the independent investigation had debunked the June 6 Analyst
Report’s allegations, and, among other things, had confirmed the accuracy of the company’s bank
account balances.

32
137. On August 31, 2023, relying, in part, on Oyebola’s misrepresentation, Auditor A
completed its review of Tingo Group’s interim consolidated financial statements for the period
ended June 30, 2023, and Tingo Group filed its Form 10-Q.
138. This quarterly report materially overstated Tingo Group’s assets, revenues, and
expenses:  for example, the Company reported cash balances of over $50 million, most of which was
purportedly held in Tingo Mobile’s bank accounts—accounts which, at the time, held only
approximately $100.
139. Thereafter, Mmobuosi and the Tingo Entities continued a series of public denials,
insisting that Tingo Mobile’s nonexistent businesses and fabricated revenues were legitimate.
Mmobuosi and the Tingo Entities persisted in their false denials—and continued to prepare and file
false financial statements in its periodic SEC filings, and publicly issue press releases attesting to the
accuracy of Tingo Mobile’s knowingly false financial results—even after the Commission
temporarily suspended trading in Agri-Fintech and Tingo Group stock on November 14, 2023,
citing “questions and concerns regarding the accuracy” of public information concerning the two
entities.
V.    THE COMMISSION FILES THE TINGO ENFORCEMENT ACTION.
140. On December 18, 2023, the Commission filed the Tingo Enforcement Action
against Mmobuosi and the Tingo Entities in the United States District Court for the Southern
District of New York, alleging numerous primary and (as to Mmobuosi) secondary violations of the
anti-fraud, record-keeping, and accounting controls provisions of the federal securities laws, among
others. The same day, the Court granted a temporary restraining order (later converted to a
preliminary injunction) and other equitable relief.

33
141. Shortly after the Commission filed the Tingo Enforcement Action, Tingo Group
filed a notice that the consolidated financial statements audited and/or reviewed by Auditor A
“should no longer be relied upon.”
142. On January 2, 2024, the United States Attorney’s Office for the Southern District of
New York unsealed criminal charges against Mmobuosi arising out of certain of the conduct alleged
in the Tingo Enforcement Action. Mmobuosi has not appeared in the parallel criminal action and
remains a fugitive in Nigeria.
143. On January 16, 2024, Auditor A resigned as Tingo Group’s independent auditor.
144. On August 28, 2024, after Mmobuosi and the Tingo Entities failed to appear, the
Court entered a final judgment on default enjoining Mmobuosi and the Tingo Entities from
violating the securities laws provisions they were alleged to have violated and imposing more than
$250 million in combined disgorgement and civil money penalties against them, among other relief.

FIRST CLAIM FOR RELIEF
Aiding and Abetting Violations of Securities Act Section 17(a)
(Both Defendants)
145. The Commission re-alleges and incorporates by reference here the allegations in
paragraphs 1 through 144.
146. As alleged above, Mmobuosi and the Tingo Entities directly or indirectly, singly or in
concert, in the offer or sale of securities and by the use of the means or instruments of
transportation or communication in interstate commerce or the mails, (1) knowingly or recklessly
have employed one or more devices, schemes or artifices to defraud, (2) knowingly, recklessly, or
negligently have obtained money or property by means of one or more untrue statements of a
material fact or omissions of a material fact necessary in order to make the statements made, in light
of the circumstances under which they were made, not misleading, and/or (3) knowingly, recklessly,

34
or negligently have engaged in one or more transactions, practices, or courses of business which
operated or would operate as a fraud or deceit upon the purchaser.
147.  By reason of the foregoing, Mmobuosi and the Tingo Entities violated Securities
Act Section 17(a) [15 U.S.C. § 77q(a)].
148. Defendants knowingly or recklessly provided substantial assistance to Mmobuosi
and the Tingo Entities with respect to their violations of Securities Act Section 17(a) [15 U.S.C.
§ 77q(a)].
149. By reason of the foregoing, Defendants are liable pursuant to Securities Act Section
15(b) [15 U.S.C. § 77o(b)] for aiding and abetting Mmobuosi and the Tingo Entities’ violations of
Securities Act Section 17(a) [15 U.S.C. § 77q(a)] and, unless enjoined, Defendants will again aid and
abet these violations.
SECOND CLAIM FOR RELIEF
Aiding and Abetting Violations of Exchange Act Section 10(b) and Rule 10b-5
(Both Defendants)
150. The Commission re-alleges and incorporates by reference here the allegations in
paragraphs 1 through 144.
151. As alleged above, Mmobuosi and the Tingo Entities directly or indirectly, singly or in
concert, in connection with the purchase or sale of securities and by the use of means or
instrumentalities of interstate commerce, or the mails, or the facilities of a national securities
exchange, knowingly or recklessly have (i) employed one or more devices, schemes, or artifices to
defraud, (ii) made one or more untrue statements of a material fact or omitted to state one or more
material facts necessary in order to make the statements made, in light of the circumstances under
which they were made, not misleading, and/or (iii) engaged in one or more acts, practices, or
courses of business which operated or would operate as a fraud or deceit upon other persons.

35
152. By reason of the foregoing, Mmobuosi and the Tingo Entities violated Exchange Act
Section 10(b) [15 U.S.C. § 78j(b)] and Rule 10b-5 [17 C.F.R. § 240.10b-5] thereunder.
153. Defendants knowingly or recklessly provided substantial assistance to Mmobuosi
and the Tingo Entities with respect to their violations of Exchange Act Section 10(b) [15 U.S.C.
§ 78j(b)] and Rule 10b-5 [17 C.F.R. § 240.10b-5] thereunder.
154. By reason of the foregoing, Defendants are liable pursuant to Exchange Act Section
20(e) [15 U.S.C. § 78t(e)] for aiding and abetting Mmobuosi and the Tingo Entities’ violations of
Exchange Act Section 10(b) [15 U.S.C. § 78j(b)] and Rule 10b-5 [17 C.F.R. § 240.10b-5] thereunder
and, unless enjoined, Defendants will again aid and abet these violations.
THIRD CLAIM FOR RELIEF
Aiding and Abetting Violations of Exchange Act Rule 13b2-2(a)
(Oyebola)
155. The Commission re-alleges and incorporates by reference here the allegations in
paragraphs 106 through 144.
156. As alleged above, Mmobuosi, directly or indirectly, made or caused to be made
materially false or misleading statements to an accountant in connection with audits, reviews, or
examinations of Tingo Group’s financial statements or in the preparation or filing of Tingo Group’s
documents or reports required to be filed with the SEC; or omitted to state, or caused another
person to omit to state, material facts necessary in order to make statements made, in light of the
circumstances under which such statements were made, not misleading, to an accountant in
connection with audits, reviews or examinations of financial statements or in the preparation or
filing of Tingo Group’s documents or reports required to be filed with the SEC.
157. By reason of the foregoing, Mmobuosi violated Exchange Act Rule 13b2-2(a)    [17
C.F.R. § 240.13b2-2(a)   ].

36
158. Oyebola knowingly or recklessly provided substantial assistance to Mmobuosi with
respect to his violations of Exchange Act Rule 13b2-2(a)    [17 C.F.R. § 240.13b2-2(a)   ].
159. By reason of the foregoing, Oyebola is liable pursuant to Exchange Act Section 20(e)
[15 U.S.C. § 78t(e)] for aiding and abetting Mmobuosi’s violations of Exchange Act Rule 13b2-2(a)
[17 C.F.R. § 240.13b2-2(a)   ] and, unless enjoined, Oyebola will again aid and abet these violations.
FOURTH CLAIM FOR RELIEF
Aiding and Abetting Violations of Exchange Act Rule 13b2-2(b)
(Oyebola)
160. The Commission re-alleges and incorporates by reference here the allegations in
paragraphs 106 through 144.
161. As alleged above, Mmobuosi, directly or indirectly, took action to coerce,
manipulate, mislead, or fraudulently influence an independent public or certified public accountant
engaged in the performance of Tingo Group’s audit or review of the financial statements of Tingo
Group that are required to be filed with the SEC, and Mmobuosi knew or should have known that
such action, if successful, could have resulted in rendering Tingo Group’s financial statements
materially misleading.
162. By reason of the foregoing, Mmobuosi violated Exchange Act Rule 13b2-2(b) [17
C.F.R. § 240.13b2-2(b)].
163. Oyebola knowingly or recklessly provided substantial assistance to Mmobuosi with
respect to his violations of Exchange Act Rule 13b2-2(b) [17 C.F.R. § 240.13b2-2(b)].
164. By reason of the foregoing, Oyebola is liable pursuant to Exchange Act Section 20(e)
[15 U.S.C. § 78t(e)] for aiding and abetting Mmobuosi’s violations of Exchange Act Rule 13b2-2(b)
[17 C.F.R. § 240.13b2-2(b)] and, unless enjoined, Oyebola will again aid and abet these violations.

37
PRAYER FOR RELIEF
 WHEREFORE, the Commission respectfully requests that the Court enter a Final
Judgment:
I.
Permanently enjoining Oyebola and his agents, servants, employees and attorneys and all
persons in active concert or participation with any of them from violating, directly or indirectly,
Securities Act Section 17(a) [15 U.S.C. § 77q(a)], Exchange Act Section 10(b) and Rules 10b-5 and
13b2-2(a) and (b) thereunder [17 C.F.R. §§ 240.10b-5, 240.13b2-2(a) and (b)];
II.
Permanently enjoining Oyebola & Co. and its agents, servants, employees and attorneys and
all persons in active concert or participation with any of them from violating, directly or indirectly,
Securities Act Section 17(a) [15 U.S.C. § 77q(a)], Exchange Act Section 10(b) [15 U.S.C. §§ 78j(b)],
and Rule 10b-5 thereunder [17 C.F.R. § 240.10b-5];
III.
Permanently prohibiting Defendants from acting in an accounting or financial reporting role
at a public company in connection with the preparation of financial statements filed with the
Commission, providing substantial assistance to a public company in the preparation of financial
statements filed with the Commission, or acting as an auditor on a public company audit. For
purposes of this paragraph: (1) “Accounting or financial reporting role” means participating in the
preparation of financial statements; decisions about financial reporting; the creation or
implementation of accounting policies; or decisions about accounting treatment, and (2) “Public
company” means a company, foreign or domestic, that files financial statements with the
Commission;

38
IV.
Ordering Defendants to pay civil monetary penalties under Securities Act Section 20(d) [15
U.S.C. § 77t(d)] and Exchange Act Section 21(d)(3) [15 U.S.C. § 78u(d)(3)]; and
V.
Granting any other and further relief this Court may deem just and proper.

JURY DEMAND
 The Commission demands a trial by jury.

Dated:  New York, New York
September 30, 2024
/s/ Antonia M. Apps________________________
ANTONIA M. APPS
REGIONAL DIRECTOR
Tejal D. Shah
Gerald A. Gross
Rebecca Reilly
Jacob David Zetlin-Jones
Michael S. DiBattista
Attorneys for Plaintiff
SECURITIES AND EXCHANGE COMMISSION
New York Regional Office
100 Pearl Street
Suite 20-100
New York, NY 10004-2616
(212) 336-0978 (Zetlin-Jones)
[email protected]

39
APPENDIX A

Before
February 2020
•Tingo
Mobile
•  Nigerian Co.
•  Standalone
Private
Company
•  100% owned
by Mmobuosi
•  Audited by
Oyebola & Co.
Feb. 2020 -
Aug. 2021
•Tingo
International
•  Private U.S.
Holding Co.
•  100% owner of
Tingo Mobile
•  Audited by
Oyebola & Co.
(Audit Never
Completed)
Aug. 2021 -
Nov. 2022
•Agri-
Fintech
•  Public U.S. Co.
•  Trades OTC
("TMNA"")
•  100% owner of
Tingo Mobile
•  Parent Co.
Audited by U.S.
Auditor
•  Tingo Mobile
subsidiary
audited by
Oyebola & Co.
Nov. 2022 -
Aug. 2024
•Tingo
Group
•  Public U.S. Co.
•  Traded on
NASDAQ
("TIO") until
March 2024.
•  100% owner of
Tingo Mobile
•  Previously
named MICT,
Inc.
•  Parent Co. and
Tingo Mobile
subsidiary
audited by
Auditor A.

ANTONIA M. APPS 
REGIONAL DIRECTOR 
Tejal D. Shah 
Gerald A. Gross 
Rebecca Reilly 
Jacob David Zetlin-Jones 
Michael S. DiBattista  
Attorneys for Plaintiff 
SECURITIES AND EXCHANGE COMMISSION 
New York Regional Office 
100 Pearl Street  
Suite 20-100 
New York, NY 10004-2616 
(212) 336-0978 (Zetlin-Jones) 
[email protected] 
 
UNITED STATES DISTRICT COURT 
SOUTHERN DISTRICT OF NEW YORK 
 
SECURITIES AND EXCHANGE 
COMMISSION, 
 
                                             Plaintiff, 
 
                        -against- 
 
OLAYINKA TEMITOPE OYEBOLA AND 
OLAYINKA OYEBOLA & CO. (CHARTERED 
ACCOUNTANTS),    
  
                                             Defendants.  
 
 

 
 
COMPLAINT 

   
24 Civ. 7363 (       ) 

 
   

JURY TRIAL DEMANDED 
  

           
          

 
Plaintiff Securities and Exchange Commission (“Commission”), for its Complaint against 

Defendants Olayinka Temitope Oyebola (“Oyebola”) and Olayinka Oyebola & Co. (Chartered 

Accountants) (“Oyebola & Co.” or the “Firm”) (collectively, “Defendants”), alleges as follows: 

SUMMARY 

1. The Commission brings this action against licensed accountant, Olayinka Oyebola, 

and his Public Company Accounting Oversight Board (“PCAOB”)-registered public accounting 

firm, Oyebola & Co., for their roles in enabling and concealing a massive, multi-year fraudulent 

Case 1:24-cv-07363     Document 1     Filed 09/30/24     Page 1 of 39



  

 2 

scheme in wholesale abdication of their professional obligations as independent public accountants 

and financial industry gatekeepers.  

2. The scheme, orchestrated by Mmobuosi Odogwu Banye, a/k/a Dozy Mmobuosi 

(“Mmobuosi”) and perpetrated through three related U.S. companies he controlled, Tingo 

International Holdings, Inc. (“Tingo International”), Agri-Fintech Holdings, Inc. (“Agri-Fintech”) 

(listed OTC), and Tingo Group, Inc. (“Tingo Group”) (previously traded on Nasdaq and now listed 

OTC) (collectively the “Tingo Entities”), involved recording billions of dollars’ worth of fabricated 

transactions, non-existent assets and revenues, and fake cash balances on the books of Tingo Mobile 

Limited (“Tingo Mobile”), at all relevant times the primary operating subsidiary of each of the Tingo 

Entities.  As a result of the fraudulent scheme, each of the Tingo Entities massively overstated its 

revenues, income, and assets in its filings with the Commission and other public financial 

disclosures, creating the illusion that these were successful and lucrative businesses when, in fact, 

their operations and results were virtually entirely fabricated. Mmobuosi and the Tingo Entities 

persisted in their fraud until the Commission brought an emergency action to bring it to a halt in 

December 2023. See SEC v. Mmobuosi, et al., No. 23-cv-10928 (JMF) (S.D.N.Y. Dec. 18, 2023) (the 

“Tingo Enforcement Action”).  

3. Oyebola’s Firm served as Tingo Mobile’s external auditor for nearly the entirety of 

the fraud’s duration. For three consecutive years, from fiscal years 2019 through 2021, Defendants 

issued clean, unmodified opinions signed by Oyebola attesting to the fair presentation of Tingo 

Mobile’s manifestly inaccurate financial statements—despite the identification of numerous and 

glaring weaknesses in Tingo Mobile’s internal controls. These fraudulent financial statements—

carrying Oyebola’s name and his Firm’s certification—in turn infected the financial statements of 

Tingo Mobile’s U.S. parent companies, misleading investors and other third parties who relied upon 

them.  

Case 1:24-cv-07363     Document 1     Filed 09/30/24     Page 2 of 39



  

 3 

4. Defendants, however, lent more than merely their imprimatur to Tingo Mobile’s 

fraudulent financial statements; they joined with and lent their affirmative aid to Mmobuosi and the 

Tingo Entities’ broader scheme. Oyebola and his Firm knowingly or recklessly provided substantial 

assistance to the fraud in at least two respects.  

5. First, beginning at least as of 2020, while serving as auditor to both Tingo Mobile 

and Tingo International, Defendants discovered that Mmobuosi and other Tingo Mobile officials 

had on multiple occasions created and disseminated fraudulent audit reports on the Firm’s letterhead 

bearing forgeries of Oyebola’s signature. These ostensive audit reports certified that Defendants had 

conducted audits using procedures they never performed, under standards they never applied, and 

contained opinions as to the fair presentation of the financial statements that they never rendered. 

Oyebola immediately recognized the audit reports as forgeries. 

6. In contravention of their duties as a registered public accounting firm and a licensed 

independent public accountant associated therewith, however, neither the Firm nor Oyebola took 

any meaningful or appropriate action to report the fraud or otherwise address it. Nor did they take 

any steps to ensure the fake reports’ retractions. To the contrary, Oyebola actively concealed the 

reports’ fraudulent nature from independent members of Tingo International management, and he 

and his Firm deliberately remained silent as Mmobuosi and the Tingo Entities continued to create 

and use additional forged audit reports putatively from Oyebola and his Firm in subsequent public 

filings. 

7. Second, in August 2023, Oyebola intentionally misled the Israeli-based auditor 

(“Auditor A”) of Tingo Group, Tingo Mobile’s then-parent public company. At the time, in the 

aftermath of a highly-publicized analyst report casting doubt on the legitimacy of Tingo Group’s 

financials and operations, Auditor A was seeking additional audit evidence to independently verify 

Case 1:24-cv-07363     Document 1     Filed 09/30/24     Page 3 of 39



  

 4 

certain of Tingo Mobile’s reported transactions as it evaluated whether it could continue to serve as 

Tingo Group’s auditor and whether to accept representations from Tingo Group management.   

8. On August 30, 2023, Tingo Mobile’s CFO provided Oyebola bank records 

purporting to reflect payments by Tingo Mobile for certain of the transactions at issue. Mmobuosi 

directed Oyebola to send these wire transfer records to Auditor A, and to misrepresent to Auditor A 

that the records had been obtained from the bank directly, rather than from company management. 

Mmobuosi instructed Oyebola to leave “no trace of [us] sending to you, from you straight to 

[Auditor A].”  As instructed, Oyebola caused a letter to be sent to Auditor A enclosing these bank 

records and falsely certifying that they were collected directly from the bank.  

9. As a result of Oyebola’s knowing misrepresentation as to the provenance of these 

records, Auditor A accepted the bank records as authentic and corroborative of the transactions in 

question. In reality, the records were falsified. Oyebola’s affirmative deception of Auditor A 

prevented Auditor A from discovering that the records were forged and that the transactions they 

purported to depict were fictitious. Relying, at least in part, on Oyebola’s false representation, 

Auditor A ultimately determined it could continue its association with Tingo Group and signed off 

on materially inflated interim financial statements contained in Tingo Group’s public filings for the 

following two quarters—allowing Tingo Group to sustain and prolong its fraud.  

VIOLATIONS 

10. By virtue of the foregoing conduct and as alleged further herein: (a) Defendants 

Oyebola and Oyebola & Co. have aided and abetted Mmobuosi’s and the Tingo Entities’ violations 

of Section 17(a) of the Securities Act of 1933 (“Securities Act”) [15 U.S.C. § 77q(a)] and Section 

10(b) of the Securities Exchange Act of 1934 (“Exchange Act”) [15 U.S.C. §§ 78j(b)] and Rule 10b-5 

thereunder [15 C.F.R. §§ 240.10b-5]; and (b) Defendant Oyebola has aided and abetted Mmobuosi’s 

violations of Exchange Act Rules 13b2-2(a) and (b) [240.13b2-2(a) and (b)]. 

Case 1:24-cv-07363     Document 1     Filed 09/30/24     Page 4 of 39



  

 5 

11. Unless Defendants are restrained and enjoined, they will engage in the acts, practices, 

transactions, and courses of business set forth in this Complaint or in acts, practices, transactions, 

and courses of business of similar type and object.  

NATURE OF THE PROCEEDINGS AND RELIEF SOUGHT 

12. The Commission brings this action pursuant to the authority conferred upon it by 

Securities Act Sections 20(b) and 20(d) [15 U.S.C. §§ 77t(b) and 77t(d)] and Exchange Act Section 

21(d) [15 U.S.C. § 78u(d)].  

13. The Commission seeks a final judgment: (a) permanently enjoining Defendants from 

violating Section 17(a) of the Securities Act [15 U.S.C. § 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]; (b) permanently 

enjoining Oyebola from violating Exchange Act Rules 13b2-2(a) and (b) [17 C.F.R. §§ 240.13b2-2(a) 

and (b)]; (c) permanently prohibiting Defendants from acting in an accounting or financial reporting 

role at a public company in connection with the preparation of financial statements filed with the 

Commission, providing substantial assistance to a public company in the preparation of financial 

statements filed with the Commission, or acting as an auditor on a public company audit; 

(d) ordering Defendants to pay civil money penalties pursuant to Securities Act Section 20(d) [15 

U.S.C. § 77t(d)] and Exchange Act Section 21(d)(3) [15 U.S.C. § 78u(d)(3)]; and (e) ordering any 

other and further relief the Court may deem just and proper.  

JURISDICTION AND VENUE 

14. This Court has jurisdiction over this action pursuant to Securities Act Section 22(a) 

[15 U.S.C. § 77v(a)] and Exchange Act Section 27 [15 U.S.C. § 78aa].  

15. Defendants, directly and indirectly, have made use of the means or instrumentalities 

of interstate commerce or of the mails in connection with the transactions, acts, practices, and 

courses of business alleged herein. 

Case 1:24-cv-07363     Document 1     Filed 09/30/24     Page 5 of 39



  

 6 

16. Venue lies in this District under Securities Act Section 22(a) [15 U.S.C. § 77v(a)] and 

Exchange Act Section 27 [15 U.S.C. § 78aa]. Defendants transact business in the Southern District 

of  New York, and certain of  the acts, practices, transactions, and courses of  business alleged in this 

Complaint occurred within this District. For example, during the relevant period, Agri-Fintech’s 

common stock was quoted on OTC Link, operated by OTC Markets Group, and Tingo Group’s 

stock was publicly traded on the Nasdaq stock exchange, both of which are in the Southern District 

of New York; forged audit reports were submitted to a major U.S. stock exchange based in this 

District (defined below as Exchange A); Agri-Fintech was headquartered in this District; and the 

closing of the merger between Agri-Fintech and Tingo Group occurred within this district. 

DEFENDANTS 

17. Oyebola & Co. (or the “Firm”) is a Nigerian corporation co-founded by Oyebola in 

2013 and based in Lagos, Nigeria, with branch offices in Houston, Texas, and Ontario, Canada. The 

Firm is controlled by its Managing Partner and CEO, Oyebola. The Firm provides professional 

auditing and accounting services. The Firm has been a PCAOB-registered accounting company since 

March 18, 2014, and it specializes in auditing SEC-registered issuers, with most of its clients listed 

on U.S. exchanges. The Firm markets itself as a “multi-disciplinary firm of professionals licensed 

and approved” by various governing bodies, including the Institute of Chartered Accountants of 

Nigeria, the Commission, the PCAOB, and the Canadian Public Accountability Board. The Firm is a 

subsidiary of a parent holding company, Olayinka Oyebola & Co., which also owns an affiliate, OO 

and Co. Consult, a consulting and tax advisory company, also owned by Oyebola. The Firm was 

censured by the PCAOB in November 2023 for failure to file Form APs in violation of PCAOB 

Rule 3211. 

18. Oyebola, 56, is a resident of Nigeria. Oyebola is the Managing Partner and CEO of 

the Firm, and he is an accountant licensed by the Institute of Chartered Accountants of Nigeria. 

Case 1:24-cv-07363     Document 1     Filed 09/30/24     Page 6 of 39



  

 7 

Oyebola has been the engagement partner for every PCAOB audit conducted by the Firm since at 

least 2020 (approximately 139 audits). Before co-founding the Firm, Oyebola worked for a decade in 

Nigeria as an accountant at a large, multinational accounting and consulting firm. 

OTHER RELEVANT INDIVIDUALS AND ENTITIES1 

19. Tingo Mobile is a Nigerian corporation founded by Mmobuosi in 2001. Tingo 

Mobile purports to lease mobile phones to farmers—through agreements with cooperative 

associations in Nigeria and Ghana—and provide the farmers with access to mobile airtime, data 

services, and a proprietary platform to sell their crops, pay bills, and acquire insurance and loans, 

among other things. In 2020, Tingo Mobile became a wholly owned subsidiary of Tingo 

International through a share exchange. In August 2021, Tingo International sold Tingo Mobile to 

Agri-Fintech (then named Tingo, Inc.). In December 2022, Agri-Fintech sold Tingo Mobile to 

Tingo Group (then named MICT, Inc.).  

20. Tingo International is a Delaware corporation with its principal place of business 

in Stamford, Connecticut. Tingo International was incorporated in January 2020 to serve as a U.S. 

holding company for Tingo Mobile. Since its founding, Mmobuosi has served as Tingo 

International’s CEO. Tingo International owned Tingo Mobile until it sold Tingo Mobile to Agri-

Fintech (then named Tingo Inc.) in August 2021. 

21. Agri-Fintech is a Nevada corporation with its principal place of business in Draper, 

Utah. Agri-Fintech was originally incorporated in 2015 under the name iWeb. In August 2021, iWeb 

acquired Tingo Mobile from Tingo International, changed its name to Tingo Inc., and named 

Mmobuosi its CEO. On December 1, 2022, Tingo Inc. sold Tingo Mobile to Tingo Group (then 

 
1 For ease of reference, enclosed as Appendix A is a chart depicting an overview of the changes in 
Tingo Mobile and the Tingo Entities’ corporate structures, parentage, and external auditors through 
August 2024. 

Case 1:24-cv-07363     Document 1     Filed 09/30/24     Page 7 of 39



  

 8 

named MICT, Inc.), in exchange for common and preferred stock of Tingo Group equal to 75% of 

the common stock of Tingo Group on a fully converted basis. On April 27, 2023, Tingo Inc. 

changed its name to Agri-Fintech. The company’s shares have traded on OTC Link since 2016, 

originally under the symbol IWEBB and, as of 2022, under the symbol TMNA. Agri-Fintech’s 

common stock has been registered with the Commission pursuant to Section 12(g) of the Exchange 

Act since September 2015. Until August 2024, Mmobuosi was Agri-Fintech’s largest shareholder, 

directly or indirectly controlling 77.2% of its stock. On August 28, 2024, the United States District 

Court for the Southern District of New York entered a Final Judgment in the Tingo Enforcement 

Action, which resulted in the cancellation of Mmobuosi and Tingo International’s shares of Agri-

Fintech. 

22. Tingo Group is a Delaware corporation with its principal place of business in 

Montvale, New Jersey. Tingo Group was originally incorporated in 2002 under a different name. In 

2018, it changed its name to MICT. On December 1, 2022, MICT acquired Tingo Mobile from 

Agri-Fintech (then named Tingo Inc.). In February 2023, MICT changed its name to Tingo Group. 

The company’s shares traded on the Nasdaq Capital Market between 2013 and February 2024, 

originally under the symbol MICT and later TIO. In March 2024, Tingo Group’s stock was delisted 

from Nasdaq and it now trades on OTC Link under the symbol TIOG. Tingo Group’s common 

stock is registered with the Commission pursuant to Section 12(b) of the Exchange Act. Until 

August 2024, Agri-Fintech was Tingo Group’s largest shareholder through its ownership of 31.56% 

of Tingo Group’s common stock, as well as Series B Preferred stock that is convertible to common 

stock which would bring Agri-Fintech’s ownership to 75% of the common stock. On August 28, 

2024, the United States District Court for the Southern District of New York entered a Final 

Judgment in the Tingo Enforcement Action, which resulted in the cancellation of Mmobuosi and 

Agri-Fintech’s shares of Tingo Group stock. 

Case 1:24-cv-07363     Document 1     Filed 09/30/24     Page 8 of 39



  

 9 

23. Mmobuosi, 45, is a Nigerian citizen who previously resided in the United Kingdom 

and is currently residing in Nigeria. Mmobuosi purportedly co-founded Tingo Mobile in 2001; 

founded Tingo International in 2020 and serves as its CEO; was appointed CEO of Agri-Fintech in 

2021 upon Tingo International’s sale of Tingo Mobile to Agri-Fintech; was appointed CEO of 

Tingo Group Holdings, LLC, a subsidiary of Tingo Group and parent of Tingo Mobile, on 

December 1, 2022, upon Agri-Fintech’s sale of Tingo Mobile to Tingo Group; and was appointed 

co-CEO of Tingo Group in September 2023 until he resigned in December 2023.  Mmobuosi is the 

controlling shareholder of Tingo International (77%), and was, until August 28, 2024, the controlling 

shareholder of Agri-Fintech (77.2%) and the largest shareholder of Tingo Group. On August 28, 

2024, the United States District Court for the Southern District of New York entered a Final 

Judgment the Tingo Enforcement Action, which resulted in the cancellation of Mmobuosi’s shares 

of Agri-Fintech and Tingo Group stock. On January 2, 2024, the United States Attorney’s Office for 

the Southern District of New York unsealed a criminal indictment against Mmobuosi related to the 

same underlying conduct as the Tingo Enforcement Action. Mmobuosi fled arrest in the United 

Kingdom and is currently a fugitive in Nigeria. 

FACTS 

I. DEFENDANTS CERTIFY TINGO MOBILE’S FRAUDULENT FINANCIAL 
STATEMENTS.  

A. Mmobuosi Falsifies Tingo Mobile’s Financial Statements. 

24. Tingo Mobile has purported to be in the business of leasing mobile phones to 

farmers through agreements with farming cooperative associations in Nigeria and Ghana. It has 

claimed to earn income from leasing hardware (i.e., mobile handsets) to farmers, by providing 

farmers airtime and data services, and through farmers’ usage on its handsets of Tingo Mobile’s pre-

installed, proprietary “Nwassa” platform, which purportedly facilitates farmers’ crop sales, pricing 

and bill payments, among other things, across the African farming ecosystem.   

Case 1:24-cv-07363     Document 1     Filed 09/30/24     Page 9 of 39



  

 10 

25. By 2019, Tingo Mobile claimed to have contracted with at least two farming 

cooperatives in Nigeria and to have a subscriber base for its phone leasing contracts and Nwassa 

software platform of over nine million farmers. It claimed to have earned hundreds of millions of 

dollars from these contracts on an annual basis.  

26. But Tingo Mobile’s business was a fiction. Its purported assets, revenues, expenses, 

customers, and suppliers were virtually entirely fabricated.  

27. Beginning at least as of 2019, Mmobuosi—with the assistance of others, including 

Tingo Mobile’s CFO—caused the creation of fake financial statements and forged supporting 

material to falsely portray Tingo Mobile as a thriving and profitable enterprise, with hundreds of 

millions of dollars in annual revenues, profits, and available cash and a subscriber base of millions of 

farmers using its phones and services.  In reality, the company had no meaningful operations or 

customers and, as of the end of 2019, about $15 in its bank account.  

B. Defendants Certify Tingo Mobile’s Fraudulent Financial Statements Despite 
Numerous Identified and Unaddressed Weaknesses in Tingo Mobile’s 
Internal Controls. 

28. From fiscal years 2019 through 2021, the Firm served as Tingo Mobile’s external 

auditor, engaged to conduct annual audits of Tingo Mobile’s financial statements for those fiscal 

years, to be performed pursuant to International Standards for Accounting (“ISA”).  

29. Oyebola was the Firm’s lead engagement partner on each audit engagement.  

30. In connection with their audit work for Tingo Mobile, in each of these fiscal years, 

Defendants identified numerous weaknesses in Tingo Mobile’s internal controls and operations, 

which were memorialized in management letters the Firm sent to Mmobuosi and Tingo Mobile. 

31. The Firm’s fiscal year 2019 Management Letter, dated March 10, 2020, observed, 

among other things, that (a) Tingo Mobile lacked a separate unit to handle its internal audit function 

and, thus, that there was “no internal independent check on all company transactions,” which left 

Case 1:24-cv-07363     Document 1     Filed 09/30/24     Page 10 of 39



  

 11 

Tingo Mobile “exposed to high business and operational, and compliance risk”; (b) Tingo Mobile’s 

Board of Directors “did not meet in time to discuss pertinent issues” and “did not exercise its 

responsibility of [m]anaging the affairs of the company; and (c) Tingo Mobile failed to prepare bank 

reconciliation statements, which meant that “the accountant or the company’s account officer in the 

bank cannot reasonably ascertain the real bank balance at a particular period.”   

32. The Firm’s fiscal years 2020 and 2021 Management Letters highlighted many of the 

same weaknesses—including the lack of a separate internal audit function and deficient Board 

oversight of company operations—an acknowledgment that these deficiencies remained 

unaddressed.  These and other weaknesses identified in the fiscal years 2019, 2020, and 2021 

Management Letters concerning Tingo Mobile’s internal controls and operations caused Oyebola 

and the Firm to have heightened concerns about the risk profile of Tingo Mobile.  

33. Notwithstanding these identified weaknesses and elevated risk profile, Oyebola and 

his Firm issued unmodified opinions attesting that Tingo Mobile’s financial statements “g[a]ve a true 

and fair view of the company … and the financial performance and cash flows of the Company” for 

each fiscal year from 2019 through 2021.   

34. They did not.  The Tingo Mobile financial statements that Defendants certified 

reported hundreds of millions of dollars in revenues, income and cash balances that did not exist.   

35. As just one example, Tingo Mobile’s fiscal year 2019 financial statements audited and 

certified by Defendants represented among other things, that Tingo Mobile possessed more than 68 

billion Naira ($201 million USD) in cash and cash equivalents as of the end of the fiscal year and had 

earned more than 163 billion Naira ($489 million USD) in income and close to 50 billion Naira 

($150 million USD) in gross profit for the year.   

36. In reality, Tingo Mobile’s bank accounts held only 5,554.39 Naira at the end of fiscal 

year 2019—equivalent to $16.63 USD.  The income, profit, and other financial metrics reported in 

Case 1:24-cv-07363     Document 1     Filed 09/30/24     Page 11 of 39



  

 12 

Tingo Mobile’s 2019 financial statements for which Oyebola and the Firm issued an audit report 

containing an unmodified audit opinion were similarly materially overstated.  The same is true for 

the Tingo Mobile financial statements audited and certified by Defendants for fiscal years 2020 and 

2021. 

II. DEFENDANTS CONCEAL AND ACQUIESCE TO MMOBUOSI’S CREATION 
AND USE OF FALSIFIED AUDIT REPORTS.  

A. Defendants Are Engaged to Audit Tingo International and Discover 
Management’s Use of Fraudulent Audit Reports. 

37. Having procured audited financial statements attesting to the legitimacy of the Tingo 

Mobile’s fabricated business model, Mmobuosi sought to capitalize on his fraudulent scheme by 

positioning his sham private company for public listing on the U.S. capital markets, ultimately 

merging the company into (and assuming control of) two publicly-traded U.S. entities, and reporting 

out massively inflated and ever increasing fictitious revenues and profits to lure investor demand and 

prop up the price of his companies’ stock. 

38. In January 2020, Mmobuosi created Tingo International, a Delaware corporation, to 

serve as Tingo Mobile’s U.S. holding company, and undertook a share exchange, effective February 

2020, through which Tingo International became Tingo Mobile’s sole shareholder.  

39. From January 2020 through August 2021, Tingo Mobile was Tingo International’s 

sole asset and operating subsidiary, and its fraudulent financial statements were consolidated into 

Tingo International’s financial statements.  

40. In or around September 2020, Mmobuosi took critical steps to achieve a direct 

listing for Tingo International on a major U.S. stock exchange (“Exchange A”) and registration of 

Tingo International’s shares with the Commission. 

41. Specifically, Mmobuosi caused Tingo International to submit a listing application 

with Exchange A in September 2020, and in connection with that application—as it announced in a 

Case 1:24-cv-07363     Document 1     Filed 09/30/24     Page 12 of 39



  

 13 

November 9, 2020 press release—confidentially submitted a draft Form S-1 with the SEC. Its press 

release stated that Tingo International’s “public listing is expected to take place after the SEC 

completes its review process, subject to market and other conditions.”   

42. As discussed below, in the course of preparing for this direct listing and shares 

registration, Mmobuosi and Tingo Mobile’s CFO took various steps to conceal the fraudulent nature 

of Tingo Mobile’s business from independent members of Tingo International management and 

Tingo International’s Board of Directors—including sending them false financial statements and 

forged bank statements and restricting their access to information and data necessary for basic 

corporate oversight functions.  Mmobuosi and Tingo Mobile’s CFO accomplished this with 

Defendant’s substantial assistance. 

43. Oyebola and his Firm were engaged by Tingo International to conduct a “review” of 

Tingo International’s financial statements for the first half of fiscal year 2020 (the period January 10 

through June 30, 2020) in approximately September 2020. Oyebola and his Firm were directed by 

Tingo International to conduct their review in accordance with PCAOB standards and to opine on 

the fair presentation of the financial statements in accordance with U.S. generally accepted 

accounting principles.  

44. Oyebola understood that the purpose of his engagement was, at least in part, to 

assist Tingo International in its efforts to meet the requirements necessary to go public in the United 

States and list its stock on a U.S.-based exchange. The Tingo International Board of Directors 

resolution approving the engagement of Oyebola and his Firm appointed them to “prepare the 

necessary financial statements of the corporation and its subsidiary, Tingo Mobile PLC, for filing 

with the U.S. Securities and Exchange Commission a Registration Statement of the corporation on 

Form S-1 for a direct listing on [Exchange A] of shares of the corporation’s Class A common 

stock.”  

Case 1:24-cv-07363     Document 1     Filed 09/30/24     Page 13 of 39



  

 14 

45. As a PCAOB-registered auditor, and as an independent public accountant associated 

with such an auditor familiar with registration and listing requirements applicable to U.S. issuers, the 

Firm and Oyebola knew that a PCAOB audit was required to meet U.S. registration and listing 

standards, and that they would be required to consent to the use of the audited statements in any 

offering documents.   

46. Oyebola and his Firm never completed this review because they were purportedly 

unable to obtain independent confirmation of Tingo International’s bank account balances, and thus 

were unable to determine the accuracy of Tingo International’s financial statements. 

47. However, at some point between October 2020 and December 2020, Oyebola and 

his Firm learned that Mmobuosi had caused Tingo International to create an October 22, 2020 

“Report of Independent Registered Public Accounting Firm” on the Firm’s letterhead and bearing 

Oyebola’s signature (the “Forged Tingo International Audit Report”). 

48. The Forged Tingo International Audit Report stated that the Firm had conducted 

and completed an audit of Tingo International under PCAOB standards, and it contained an 

opinion from the Firm that Tingo International’s “financial statements present fairly, in all material 

respects, the financial position of the Company as of June 30, 2020, and the results of its operations 

and its cash flows for the period ended June 30, 2020, in conformity with U.S. generally accepted 

accounting principles.”   

49. Neither Oyebola nor his Firm had completed an audit of Tingo International’s 

financial statements or had reached any conclusion as to the fairness of their presentation. Nor had 

Oyebola or his Firm prepared, signed, or authorized the issuance of any such report. 

50. At or around the same time, Oyebola and the Firm learned that Mmobuosi had 

caused Tingo International to create a similar October 22, 2020 “Report of Independent Registered 

Public Accounting Firm” on the Firm’s letterhead and bearing Oyebola’s signature, which stated that 

Case 1:24-cv-07363     Document 1     Filed 09/30/24     Page 14 of 39



  

 15 

the Firm had conducted and completed audits of Tingo Mobile under PCAOB standards for fiscal 

years 2018 and 2019 (“Forged Tingo Mobile Audit Report”).   

51. Like the Forged Tingo International Audit Report, the Forged Tingo Mobile Audit 

Report concluded that Tingo Mobile’s “financial statements . . . present fairly, in all material 

respects, the financial position of the Company as at December 31, 2019 and 2018, and the results 

of its operations and its cash flows for each of the years in the two-year period ended December 31, 

2019, in conformity with accounting principles generally accepted in the United States of America.” 

52. Neither Oyebola nor his Firm had completed an audit of Tingo Mobile’s financial 

statements under PCAOB standards or in conformity with U.S. generally accepted accounting 

principles. Nor had Oyebola or his Firm prepared, signed, or authorized the issuance of any such 

report. Oyebola and his Firm had only audited Tingo Mobile’s financial statements for 2019, and 

only under International Standards for Accounting, not PCAOB, standards. Neither Oyebola nor his 

Firm had completed any audit, under any standard, for Tingo Mobile’s financial statements for fiscal 

year 2018.  

53. As a result, Oyebola knew that these two audit reports were fake and that his 

signatures affixed to them were forged. 

54. Documents produced to the Commission by various individuals and entities in the 

course of the investigation show that Tingo International included these forged audit reports in a 

confidential draft Form S-1 it submitted to the Commission, as well as in a listing application it 

submitted to Exchange A.  

55. Oyebola was aware that Tingo International had submitted these forged audit reports 

to the Commission and Exchange A. Contemporaneous correspondence produced by the Firm and 

Oyebola’s testimony demonstrate that Oyebola and his Firm provided assistance to Tingo 

International in preparing the draft Form S-1 and listing application.  In the course of this work, 

Case 1:24-cv-07363     Document 1     Filed 09/30/24     Page 15 of 39



  

 16 

Oyebola specifically discussed the Forged Tingo International Audit Report and the Forged Tingo 

Mobile Audit Report putatively signed by Oyebola and issued by his Firm with Tingo International 

management.   

56. Oyebola confronted Mmobuosi and Tingo Mobile’s CFO by phone upon his 

discovery of the forged audit reports. He told them that the creation and use of forged audit reports 

bearing his signature and his Firm’s name would jeopardize Oyebola’s and his Firm’s ability to 

continue to work for Tingo Mobile and the Tingo Entities.  

57. Despite this admonition, Oyebola and his Firm continued to perform audit and 

other accounting-related work for Tingo Mobile and the Tingo Entities for at least the next three 

years. 

58. As a PCAOB-registered accounting and auditing firm and a licensed independent 

public accountant associated with such a firm engaged to conduct a review of Tingo International’s 

financial statements under PCAOB Auditing Standards (“AS”), the Firm and Oyebola had duties to 

follow those standards. 

59. Under AS 1001 (“Responsibilities and Functions of the Independent Auditor”), an 

auditor has a responsibility to “obtain reasonable assurances about whether the financial statements 

are free of material misstatement, whether caused by error or fraud,” and to “state whether, in his 

opinion, the financial statements are presented in conformity with generally accepted accounting 

principles” through a report of independent auditor. 

60. Under AS 1015 (“Due Professional Care in the Performance of Work”), an auditor is 

required to “work with due professional care” and act in “good faith and with integrity.”  

61. Under AS 2401 (“Consideration of Fraud in a Financial Statement Audit”), an 

auditor who finds evidence of fraud must bring the matter to the attention of an appropriate level of 

Case 1:24-cv-07363     Document 1     Filed 09/30/24     Page 16 of 39



  

 17 

management in a timely manner, including (where the fraud involves senior management), to the 

company’s Audit Committee. 

62. Under AS 2405 (“Illegal Acts by Clients”), an auditor must adequately inform the 

Audit Committee of illegal acts that come to its attention “as soon as practicable,” and may need to 

withdraw “when the client does not take the remedial action that the auditor considers necessary in 

the circumstances.”   

63. Under AS 3320 (“Association with Financial Statements”), an auditor must ensure 

there is a “clear-cut indication of the character of the auditor’s work, if any, and the degree of 

responsibility the auditor is taking” to prevent “misinterpretation of the degree of responsibility the 

accountant assumes when his name is associated with financial statements.”  In addition, under this 

Auditing Standard, if an accountant’s name is associated with financial statements that the 

accountant has not audited or reviewed, the accountant must issue a disclaimer stating that the 

financial statements were not audited by the accountant, and that the accountant does not express 

any opinion on the financial statements. 

64. Neither Oyebola nor his Firm reported the forgeries to the SEC.  

65. Neither Oyebola nor his Firm reported the forgeries to Exchange A. 

66. Neither Oyebola nor his Firm reported the forgeries to Tingo International or Tingo 

Mobile’s other management members, Boards of Directors, or their Audit Committees.  

67. Neither Oyebola nor his Firm issued any disclaimers stating that the forged financial 

statements were not audited by Oyebola or his Firm, or that Oyebola and his Firm do not express 

any opinion on the forged financial statements. 

B. Defendants Conceal the Forgeries from Tingo International Management. 

68. In February 2021, Tingo International engaged Oyebola to conduct an audit of 

Tingo International’s financial statements for the full year of fiscal year 2020, despite Oyebola and 

Case 1:24-cv-07363     Document 1     Filed 09/30/24     Page 17 of 39



  

 18 

his Firm’s inability to complete the half-year review a few months earlier. Like the half-year review, 

this audit was also to be performed in accordance with PCAOB standards. Also like the half-year 

review, Defendants never completed this engagement, ostensibly because they were not able to 

obtain sufficient audit evidence to verify Tingo International’s bank balances. 

69. Under the terms of the engagement letter retaining the Firm as Tingo International’s 

external auditor, executed in March 2021, Oyebola and his Firm agreed to perform an audit of Tingo 

International’s full year 2020 financial statements prepared under U.S. generally accepted accounting 

principles and in accordance with PCAOB standards. 

70. In connection with scoping the engagement and preparing the audit procedures for 

the Firm’s audit of Tingo International’s full-year 2020 financial statements, Tingo International’s 

newly-installed Chief Financial Officer (“Tingo International’s CFO”), who joined Tingo 

International in early 2021 (after Mmobuosi caused Tingo International to create the forged audit 

reports), asked Oyebola and his Firm a series of questions regarding their prior work on Tingo 

International’s behalf. 

71. On or around May 24, 2021, after Defendants had begun their audit procedures for 

their full-year audit engagement, Tingo International’s CFO emailed Oyebola and his Firm 

requesting that they provide the workpapers and other supporting documents underlying the Forged 

Tingo International Audit Report purportedly issued by the Firm and signed by Oyebola.  

72. Although Oyebola knew that that audit report (and his signature on it) were forged, 

and thus that there were no bona fide supporting documents underlying it, Oyebola concealed that 

fact from Tingo International’s CFO. 

73. Instead, Oyebola implied the authenticity of the report and the existence of materials 

substantiating it by telling Tingo International’s CFO that the evidence requested “has been shared 

Case 1:24-cv-07363     Document 1     Filed 09/30/24     Page 18 of 39



  

 19 

with the management” (i.e., Mmobuosi and Tingo Mobile’s CFO) and directing Tingo 

International’s CFO to obtain the materials from them.  

74. Tingo International’s CFO responded three days later by email that “I have 

requested this information from management … and [Mmobuosi] referred me to you – please can 

you share this info.”  In the same email, Tingo International’s CFO also asked Oyebola to “advise 

where you get the underlying information that enabled your firm to prepare the 30 June 2020 

financials.”   

75. Oyebola ignored Tingo International’s CFO’s requests and never responded.  

76. Oyebola and his Firm never completed the full-year 2020 audit on behalf of Tingo 

International and never issued an audit report as to Tingo International’s financial statements for 

fiscal year 2020.  

77. Ultimately, Tingo International abandoned its efforts to register and list its shares 

directly in the United States.  Its shares were never registered, and its listing application was never 

granted. 

C. Defendants Continue to Issue Clean Audit Reports for Tingo Mobile After 
Mmobuosi Takes Tingo Public. 

78. In August 2021, after Tingo International abandoned its efforts to obtain a direct 

listing, Tingo Mobile became a public company through a “reverse merger” when iWeb, Inc., a 

public company, issued 928 million shares of its Series A common stock and 65 million shares of its 

Series B common stock to acquire all the issued and outstanding common stock of Tingo Mobile 

from Tingo International.  The merged company renamed itself Tingo, Inc.—later renamed Agri-

Fintech—and made Mmobuosi its CEO. Its common stock trades on OTC Link under the symbol 

TMNA. 

79. The merger assigned Tingo Mobile a purported valuation of billions of dollars, a 

valuation supported purely by the fabricated financial statements Mmobuosi concocted and the 

Case 1:24-cv-07363     Document 1     Filed 09/30/24     Page 19 of 39



  

 20 

phony operational successes they purported to depict, which materially misstated financial 

statements Defendants blessed or helped conceal. 

80. Through the reverse merger, Tingo Mobile became Agri-Fintech’s primary asset and 

operating subsidiary.  Following the reverse merger, Agri-Fintech’s books and records and public 

filings incorporated the fictitious transactions, operations, and financial results of Tingo Mobile.  As 

a result, Agri-Fintech’s publicly-filed financial statements were fraudulently and materially overstated 

during the period in which Agri-Fintech owned Tingo Mobile.  

81. For example, from August 2021 through December 2022, Agri-Fintech’s publicly-

filed financial statements contained in its quarterly and annual reports disclosed to investors that 

Agri-Fintech maintained cash and cash equivalent balances ranging from approximately $25 million 

to approximately $313 million, based almost entirely on the account balances reflected in Tingo 

Mobile’s forged and fabricated bank statements.  Tingo Mobile’s actual bank balances during this 

time ranged from less than $20 to, at most, approximately $33,000.  

82. Agri-Fintech’s reported revenues, expenses and income were similarly inflated as a 

result of their incorporation of Tingo Mobile’s fraudulent financial statements and results. 

83. Although a different, U.S.-based auditing firm audited Agri-Fintech’s financial 

statements, Oyebola and the Firm continued to perform the external audit function on behalf of 

Agri-Fintech’s Tingo Mobile subsidiary during this period. In connection with this audit 

engagement, Oyebola and the Firm issued an audit report containing an unmodified audit opinion 

attesting to the fair presentation of Tingo Mobile’s manifestly inaccurate financial statements for 

fiscal year 2021.  

Case 1:24-cv-07363     Document 1     Filed 09/30/24     Page 20 of 39



  

 21 

D. Defendants Acquiesce to Mmobuosi’s Continued Use of Falsified Audit 
Reports. 

84. On July 22, 2022, Agri-Fintech filed with the Commission an amendment to its 

Form 10-K for fiscal year 2021 (“2021 Form 10-K/A”) to modify the accounting treatment of the 

merger through which Agri-Fintech acquired Tingo Mobile.  

85. The 2021 Form 10-K/A enclosed a “Report of Independent Registered Public 

Accounting Firm,” dated July 19, 2022, on the Firm’s letterhead and purporting to bear Oyebola’s 

signature. This publicly-filed audit report stated that the Firm had conducted an audit of Tingo 

Mobile for fiscal year 2020 in accordance with PCAOB standards. The report concluded that “[i]n 

our opinion, the consolidated financial statements [of Tingo Mobile] present fairly, in all material 

respects, the financial position of the Company at December 31, 2020, and the results of its 

operations and its cash flows for the year then ended, in conformity with U.S. generally accepted 

accounting principles” (the “Second Forged Tingo Mobile Audit Report”).  

86. Neither Oyebola nor his Firm had completed an audit of Tingo Mobile’s financial 

statements under PCAOB standards or in conformity with U.S. generally accepted accounting 

principles for any fiscal year, including 2020. Nor had Oyebola or his Firm prepared or signed any 

such report or consented to its inclusion in the 2021 Form 10-K/A. 

87. Although the Firm had audited Tingo Mobile for its fiscal year 2020, it had done so 

under ISA standards, not, as the Second Forged Tingo Mobile Audit Report indicated, under 

PCAOB standards.  

88. Oyebola became aware of the filing of the Second Forged Tingo Mobile Audit 

Report shortly after it was filed through the Commission’s EDGAR filing system, on which the 

2021 Form 10-K/A was publicly available.  

89. Oyebola immediately recognized that the Second Forged Tingo Mobile Audit Report 

was a forgery.  

Case 1:24-cv-07363     Document 1     Filed 09/30/24     Page 21 of 39



  

 22 

90. On July 26, 2022, Oyebola sent Mmobuosi a message via WhatsApp attaching a 

picture of the Second Forged Tingo Mobile Audit Report, and writing to Mmobuosi that his Firm’s 

“Board” (which consisted of Oyebola and only one other Firm partner) “found out you guys have 

already file[d] a report I never signed on the 19th on SEC … please how do I convince them now to 

go on…”   

91. On or about the same day, Oyebola spoke with Mmobuosi by telephone. According 

to sworn testimony Oyebola provided during the Commission’s investigation of this matter, 

Oyebola was “cross” with Mmobuosi during this conversation regarding Mmobuosi’s use of the 

forged audit report, and threatened to report Mmobuosi and Agri-Fintech to the relevant authorities, 

including the SEC.  

92. Mmobuosi told Oyebola on this call that Agri-Fintech would remove the audit report 

from the Commission’s EDGAR system and that Mmobuosi would hire a new auditor to actually 

conduct an audit of Tingo Mobile under PCAOB standards and apply U.S. generally accepted 

accounting principles. Mmobuosi assured Oyebola that the audit report issued by this new auditor 

would be made public and would inform third parties (including Agri-Fintech investors and the 

SEC) that the Second Forged Tingo Mobile Audit Report could not be relied upon. 

93. Despite their duties as independent public accountants (as described in paragraphs 

58 to 63 above), neither Oyebola nor his Firm took any affirmative steps to report Mmobuosi’s 

forgery beyond obtaining these assurances from Mmobuosi. 

94. Despite learning that Mmobuosi and Tingo Mobile had yet again manufactured a 

bogus audit report on his Firm’s letterhead and publicly used a forgery of his signature, Oyebola did 

not resign as Tingo Mobile’s auditor and, in fact, continued to perform audit and non-audit work for 

Tingo Mobile and Tingo Group for at least the following year.   

Case 1:24-cv-07363     Document 1     Filed 09/30/24     Page 22 of 39



  

 23 

95. Although Oyebola testified that he threatened to report Mmobuosi and Agri-

Fintech’s conduct, neither Oyebola nor his Firm in fact reported Mmobuosi’s use of the forged 

audit report to the Commission or any other regulatory authority. 

96. Neither Oyebola nor his Firm reported Mmobuosi’s use of the forged report to 

Agri-Fintech’s Board of Directors, its Audit Committee, or its U.S.-based external auditor. 

97. Oyebola and the Firm’s failures to act in an appropriate manner upon learning of yet 

another fake audit report bearing the Firm’s name and Oyebola’s signature occurred even though 

Oyebola knew—as he testified under oath—that Mmobuosi’s conduct was “not going to stop.” 

98. Despite Mmobuosi’s assurances, Agri-Fintech never removed the Second Forged 

Tingo Mobile Audit Report from Commission’s EDGAR filing system. In fact, it is not possible for 

an issuer to remove a publicly-filed document from the Commission’s EDGAR filing system. The 

Second Forged Tingo Mobile Audit Report remained publicly available, and no subsequent notice or 

disclosure was ever filed instructing third parties that the report could not be relied upon.  

99. As Oyebola predicted, Mmobuosi’s misconduct did not stop.  Mmobuosi continued 

to fabricate and disclose fraudulent audit reports using Oyebola and his Firm’s name on behalf of 

the Tingo Entities. Between September 2021 and February 2023, Agri-Fintech or Tingo Group filed 

five additional forged audit reports bearing the Firm’s name with the Commission. 

a. On September 13, 2021, Agri-Fintech filed a Form 8-K/A through the 

Commission’s EDGAR filing system, which enclosed a purported September 8, 

2021 audit report from the Firm which stated that the Firm had audited Tingo 

Mobile’s financial statements under PCAOB standards for fiscal years 2019 and 

2020 and opined that the financial statements were presented fairly in all material 

respects and in conformity with U.S. generally accepted accounting principles. 

Case 1:24-cv-07363     Document 1     Filed 09/30/24     Page 23 of 39



  

 24 

b. On November 16, 2021, Agri-Fintech filed a Form 10-K/A for fiscal year 2020 

through the Commission’s EDGAR filing system, which enclosed a purported 

audit report from the Firm, signed by Oyebola, dated “November __, 2020,” 

which stated that the Firm had audited Tingo Mobile’s financial statements under 

PCAOB standards for fiscal year 2020 and opined that the financial statements 

were presented fairly in all material respects and in conformity with U.S. 

generally accepted accounting principles. 

c. On July 26, 2022, Tingo Group filed a Form S-4 Registration Statement through 

the Commission’s EDGAR filing system, which enclosed a purported July 24, 

2022 audit report and auditor consent from the Firm, signed by Oyebola, which 

stated that the Firm had audited Tingo Mobile’s financial statements under 

PCAOB standards for fiscal year 2020 and opined that the financial statements 

were presented fairly in all material respects and in conformity with U.S. 

generally accepted accounting principles. 

d. On February 9, 2023, Tingo Group filed a Form 8K/A through the 

Commission’s EDGAR filing system, which enclosed a purported February 8, 

2023 audit report from the Firm, signed by Oyebola, which stated that the Firm 

had audited Tingo Mobile’s financial statements under PCAOB standards for 

fiscal year 2020 and opined that the financial statements were presented fairly in 

all material respects and in conformity with U.S. generally accepted accounting 

principles. 

e. On February 15, 2023, Tingo Group filed a Preliminary Schedule 14A Proxy 

Statement through the Commission’s EDGAR filing system, which enclosed a 

purported audit report from the Firm, signed by Oyebola, dated “November __, 

Case 1:24-cv-07363     Document 1     Filed 09/30/24     Page 24 of 39



  

 25 

2022,”  which stated that the Firm had audited Tingo Mobile’s financial 

statements under PCAOB standards for fiscal year 2020 and opined that the 

financial statements were presented fairly in all material respects and in 

conformity with U.S. generally accepted accounting principles. 

100. All five of these audit reports filed by Agri-Fintech or Tingo Group were forged. 

Neither Oyebola nor his Firm had completed an audit of Tingo Mobile’s financial statements for 

fiscal years 2019 or 2020 under PCAOB standards or in conformity with U.S. generally accepted 

accounting principles. Nor had Oyebola or his Firm prepared or signed any such reports or 

consented to their inclusion in the companies’ filings.  

101. According to sworn testimony Oyebola provided during the Commission’s 

investigation of this matter, during this period, Oyebola and the Firm continuously monitored filings 

made by the Firm’s public issuer clients on the Commission’s EDGAR filing system to ensure that 

filings referencing the Firm and its audit work are accurate and authorized. Oyebola testified that 

this control process existed and applied to comply with PCAOB Rule 3211, which requires PCAOB-

registered auditors to timely file a Form AP with the PCAOB when an issuer files a report with the 

Commission that includes an audit report issued by a PCAOB-registered firm. 

102. Given Oyebola’s acknowledged practice of reviewing and monitoring his client’s 

EDGAR filings, Oyebola and his Firm knew of, or recklessly disregarded, the Tingo Entities’ 

continued use of fabricated audit reports bearing forgeries of Oyebola’s signature.  

103. Yet, in contravention of their duties as public company accountants (including the 

standards described in paragraphs 58 to 63, above), they failed to take any steps to mitigate this 

persistent fraudulent misconduct.  

Case 1:24-cv-07363     Document 1     Filed 09/30/24     Page 25 of 39



  

 26 

104. Oyebola and the Firm never disclosed the use of these forgeries to regulatory 

authorities, or to the Tingo Entities’ management, Boards of Directors, or Audit Committees or 

their external auditors.  

105. In addition, on one other occasion, on December 16, 2021, Oyebola messaged 

Mmobuosi via WhatsApp accusing him (albeit mistakenly) of filing still another forged audit report 

in his firm’s name on behalf of Agri-Fintech. Before learning that his accusation was unfounded, 

Oyebola told Mmobuosi “ill let this pas[s] because of the love I have for you…” 

IV. OYEBOLA INTENTIONALLY LIES TO TINGO GROUP’S AUDITOR TO 
PERPETUATE THE TINGO FRAUD. 

106. In December 2022, Agri-Fintech sold Tingo Mobile to MICT, a Nasdaq-listed 

financial technology company offering insurance brokerage platform services in China as well as 

stock trading and wealth management services in other parts of Asia. Under the merger agreement, 

MICT acquired 100% of Tingo Mobile from Agri-Fintech in exchange for 19.99% of MICT’s 

common stock, plus preferred convertible shares that, upon conversion, would give Agri-Fintech 

ownership of 75% of MICT’s outstanding common shares. Following the merger, MICT rebranded 

itself as Tingo Group, Inc., and traded on Nasdaq under the symbol “TIO” until it was delisted in 

March 2024.   

107. Tingo Group appointed Auditor A, an Israel-based auditor within the network of 

one of the world’s largest accounting firms, to audit the financial statements of the newly-merged 

company and its operating subsidiaries, including Tingo Mobile.  

108. From December 2022 to present, Tingo Group’s books and records and public 

filings have incorporated the fictitious transactions, operations, and financial results of Tingo 

Mobile, with Tingo Mobile’s operations becoming Tingo Group’s predominant operations.  As a 

result, as in the case of Agri-Fintech, following its December 2022 purchase of Tingo Mobile, Tingo 

Case 1:24-cv-07363     Document 1     Filed 09/30/24     Page 26 of 39



  

 27 

Group materially and fraudulently overstated its sales, earnings, and assets in its publicly-filed 

financial statements.  

109. For example, from December 2022 through November 2023, Tingo Group’s 

publicly-filed financial statements reported to investors that it maintained cash balances ranging 

from approximately $53 million to over $500 million, based primarily on fabricated balances 

appearing in Tingo Mobile’s forged bank statements. Authentic bank records obtained directly by 

the Commission from Tingo Mobile’s bank show that Tingo Mobile’s actual bank balances during 

this period ranged from less than $1 to approximately $6,000.  

110. Tingo Group’s reported revenues, expenses and income were similarly inflated as a 

result of their incorporation of Tingo Mobile’s fraudulent financial statements and results.  

111. On June 6, 2023 a financial research firm published a report (the “June 6 Analyst 

Report”), which accused the Tingo Group of being “an exceptionally obvious scam with completely 

fabricated financials.”   

112. Among other things, the June 6 Analyst Report alleged that the significant cash 

balances Tingo Group claimed to hold at Nigerian banking institutions appeared to be fake.  The 

report also raised questions as to the veracity of Tingo Mobile’s purported dealings with its 

customers and suppliers, suggesting that Tingo Mobile’s reported business operations were fictitious.  

113. In response to the June 6 Analyst Report, Tingo Group’s Audit Committee engaged 

independent counsel to review the allegations contained in the report.  

114. Auditor A relied, at least in part, upon this investigation—and the independence and 

competence of the lawyers conducting it—in its evaluation of whether to continue its association 

with Tingo Group as company auditors and whether to continue to accept representations from 

company management.  

Case 1:24-cv-07363     Document 1     Filed 09/30/24     Page 27 of 39



  

 28 

115. On or about August 21, 2023, Auditor A presented to Tingo Group’s Audit 

Committee to update the Committee on Auditor A’s discussions with investigative counsel regarding 

the status of the Board-directed independent investigation into the allegations contained in the June 

6 Analyst Report.  

116. Auditor A reported to the Audit Committee that, at that time, certain issues 

remained subject to further investigation, and that barring resolution of these open items, Auditor A 

would not be able or willing to complete its review of the company’s consolidated financial 

statements for the period ended June 30, 2023.  

117. Specifically, before it would be willing to continue its association with Tingo Group 

as its external auditor, Auditor A required, among other things, independent corroboration that 

Tingo Group had satisfied its domestic tax obligations and that it had, in fact, made certain 

purchases from its supposed phone suppliers.  

118. As a result of Auditor A’s unwillingness to provide its sign off on Tingo Group’s 

interim consolidated financial statements, on August 21, 2023, Tingo Group announced the 

postponement of its quarterly earnings release and the filing of its Form 10-Q for the second quarter 

of 2023. In its press release disclosing the postponement, Tingo Group stated that due to the Audit 

Committee’s ongoing work in investigating the allegations made in the June 6 Analyst Report, “the 

Company and the independent auditors require additional time to complete the preparation of the 

Form 10-Q and financial statements.”   

119. On August 29, 2023, Tingo Mobile’s CFO sent Oyebola an electronic message via 

WhatsApp, attaching seventeen (17) supposed bank wire transfer records.  

120. The bank records purported to demonstrate the transfer of tens of billions of Naira 

from Tingo Mobile’s bank account to various individuals and entities, including Tingo Mobile’s 

supposed suppliers and other third parties, and to Nigerian tax authorities. 

Case 1:24-cv-07363     Document 1     Filed 09/30/24     Page 28 of 39



  

 29 

121. The records that Tingo Mobile’s CFO provided to Oyebola were forged, and the 

transactions they purported to reflect were fictitious. Authentic bank records produced to the SEC 

staff directly by Tingo Mobile’s bank demonstrate that the transfers reflected in the records Tingo 

Mobile’s CFO sent Oyebola never, in fact, occurred.  

122. Mmobuosi directed Oyebola to send these forged bank records to Tingo Group’s 

auditor, Auditor A, and to misrepresent that the records had come directly from the bank, and not 

from Tingo Mobile management.  

123. On August 30, Mmobuosi messaged Oyebola that Auditor A “are waiting for your 

mail … Please let there be no trace of [Tingo Mobile’s CFO] sending to you, from you straight to 

[Auditor A].” 

124. Mmobuosi instructed Oyebola to forward a copy of his correspondence with 

Auditor A to a consultant for Tingo Group once completed. Oyebola replied that he would blind 

copy Tingo Mobile’s CFO on the email transmittal to Auditor A.  

125. The same day, an email address belonging to “ooandco consult” sent Auditor A, an 

email attaching the forged bank records as well as a letter on OO and Co. Consult letterhead, which 

stated:  “We hereby certify that the attached … transfer advices regarding Tingo Mobile have been 

collected Directly [sic] by us from [Tingo Mobile’s bank].” 

126. The email and letter were signed by Individual A, who was identified in the letter as a 

Director at OO & Co. Consult, and who is identified in other Oyebola & Co. documents as both an 

“IT Audit Partner” and a “Manager” of the Firm. 

127. Though the email and letter were purportedly sent and signed by Individual A, 

Oyebola at a minimum received a copy of the email: on August 30, 2023, Oyebola sent Mmobuosi 

and Tingo Mobile’s CFO messages over WhatsApp containing pictures of the email sent to Auditor 

Case 1:24-cv-07363     Document 1     Filed 09/30/24     Page 29 of 39



  

 30 

A by the “ooandco consult” email address to confirm that he had followed through on Mmobuosi’s 

instruction. 

128. The same day, a consultant for Tingo Group (the same consultant Mmobuosi 

referenced in paragraph 124 above) emailed Auditor A stating: “You should by now hopefully have 

received the [National Electronic Funds Transfer] advices directly from Mr. Olayinka Oyebola, who 

is partner of PCAOB audit practice and accountants, Olayinka Oyebola & Co., which are tax adviser 

to Tingo Mobile and Tingo Foods.  He arranged the collection of the transfer advices directly from 

[the bank] this morning … and they should hopefully be with you by now; together with a letter 

confirming the statements were collected directly from the bank.”   

129. The next day, August 31, 2023, Oyebola sent Mmobuosi and Tingo Mobile’s CFO 

messages over WhatsApp to confirm that he was mailing a hard copy of the letter and wire transfer 

records to Auditor A (per Auditor A’s request). 

130. Oyebola also sent Mmobuosi and Tingo Mobile’s CFO a photo of the DHL 

shipping label addressed to Auditor A as confirmation that he had sent the forged bank records to 

Auditor A via hard copy, and Oyebola requested reimbursement for postage.  

131. As an independent public accountant associated with a PCAOB-registered auditor, 

Oyebola knew that receiving bank records directly from the third-party bank, and not relying solely 

on client-provided bank statements, was important to Auditor A’s audit confirmation process. 

Oyebola knew and understood that obtaining this audit evidence independent from the client (Tingo 

Group) was a critical step in an auditor’s assessment both of the bank balances and wire activities 

reported and of the authenticity of the supporting materials Tingo Group management supplied to 

support its financial statement assertions.  This was especially true in the enhanced audit 

environment following the June 6 Analyst Report concerning Tingo Group.  

Case 1:24-cv-07363     Document 1     Filed 09/30/24     Page 30 of 39



  

 31 

132. Oyebola also understood that Tingo Mobile (and therefore Tingo Group) purported 

to carry inordinately large cash balances, and therefore that these bank records, and their 

authenticity, were material to Auditor A’s evaluation of Tingo Group’s consolidated financial 

statements. Oyebola acknowledged that he would not have been able to sign off on an audit for an 

issuer with such substantial cash balances without obtaining confirmation of the issuer’s bank 

account balances directly from the bank. 

133. Notwithstanding his awareness of the importance to Auditor A that the records be 

received from an independent source, Oyebola falsely represented to Auditor A that he 

independently obtained the wire records directly from the bank when, in fact, he received them from 

Tingo Group management.  

134. By misrepresenting the source of the bank records in this way, Oyebola helped 

conceal from Auditor A that they were forgeries.  

135. Auditor A did in fact rely on this misrepresentation from Oyebola. Oyebola’s false 

statement that the transmitted bank records were obtained directly from the bank confirmed for 

Auditor A the authenticity of the records and the corresponding transactions in Tingo Group’s 

books and records as part of their review procedures, and was an important factor in Auditor A’s 

determination to remain as the auditor for Tingo Group following the allegations publicized in the 

June 6 Analyst Report and to complete their review of Tingo Group’s Form 10-Q for the second 

quarter of 2023. 

136. On August 30, 2023, Tingo Group announced the results of its investigation, 

reporting in a press release that the independent investigation had debunked the June 6 Analyst 

Report’s allegations, and, among other things, had confirmed the accuracy of the company’s bank 

account balances.  

Case 1:24-cv-07363     Document 1     Filed 09/30/24     Page 31 of 39



  

 32 

137. On August 31, 2023, relying, in part, on Oyebola’s misrepresentation, Auditor A 

completed its review of Tingo Group’s interim consolidated financial statements for the period 

ended June 30, 2023, and Tingo Group filed its Form 10-Q.  

138. This quarterly report materially overstated Tingo Group’s assets, revenues, and 

expenses:  for example, the Company reported cash balances of over $50 million, most of which was 

purportedly held in Tingo Mobile’s bank accounts—accounts which, at the time, held only 

approximately $100.  

139. Thereafter, Mmobuosi and the Tingo Entities continued a series of public denials, 

insisting that Tingo Mobile’s nonexistent businesses and fabricated revenues were legitimate. 

Mmobuosi and the Tingo Entities persisted in their false denials—and continued to prepare and file 

false financial statements in its periodic SEC filings, and publicly issue press releases attesting to the 

accuracy of Tingo Mobile’s knowingly false financial results—even after the Commission 

temporarily suspended trading in Agri-Fintech and Tingo Group stock on November 14, 2023, 

citing “questions and concerns regarding the accuracy” of public information concerning the two 

entities.   

V. THE COMMISSION FILES THE TINGO ENFORCEMENT ACTION. 

140. On December 18, 2023, the Commission filed the Tingo Enforcement Action 

against Mmobuosi and the Tingo Entities in the United States District Court for the Southern 

District of New York, alleging numerous primary and (as to Mmobuosi) secondary violations of the 

anti-fraud, record-keeping, and accounting controls provisions of the federal securities laws, among 

others. The same day, the Court granted a temporary restraining order (later converted to a 

preliminary injunction) and other equitable relief.  

Case 1:24-cv-07363     Document 1     Filed 09/30/24     Page 32 of 39



  

 33 

141. Shortly after the Commission filed the Tingo Enforcement Action, Tingo Group 

filed a notice that the consolidated financial statements audited and/or reviewed by Auditor A 

“should no longer be relied upon.”   

142. On January 2, 2024, the United States Attorney’s Office for the Southern District of 

New York unsealed criminal charges against Mmobuosi arising out of certain of the conduct alleged 

in the Tingo Enforcement Action. Mmobuosi has not appeared in the parallel criminal action and 

remains a fugitive in Nigeria. 

143. On January 16, 2024, Auditor A resigned as Tingo Group’s independent auditor. 

144. On August 28, 2024, after Mmobuosi and the Tingo Entities failed to appear, the 

Court entered a final judgment on default enjoining Mmobuosi and the Tingo Entities from 

violating the securities laws provisions they were alleged to have violated and imposing more than 

$250 million in combined disgorgement and civil money penalties against them, among other relief.  

 
FIRST CLAIM FOR RELIEF 

Aiding and Abetting Violations of Securities Act Section 17(a) 
(Both Defendants) 

145. The Commission re-alleges and incorporates by reference here the allegations in 

paragraphs 1 through 144. 

146. As alleged above, Mmobuosi and the Tingo Entities directly or indirectly, singly or in 

concert, in the offer or sale of securities and by the use of the means or instruments of 

transportation or communication in interstate commerce or the mails, (1) knowingly or recklessly 

have employed one or more devices, schemes or artifices to defraud, (2) knowingly, recklessly, or 

negligently have obtained money or property by means of one or more untrue statements of a 

material fact or omissions of a material fact necessary in order to make the statements made, in light 

of the circumstances under which they were made, not misleading, and/or (3) knowingly, recklessly, 

Case 1:24-cv-07363     Document 1     Filed 09/30/24     Page 33 of 39



  

 34 

or negligently have engaged in one or more transactions, practices, or courses of business which 

operated or would operate as a fraud or deceit upon the purchaser. 

147.  By reason of the foregoing, Mmobuosi and the Tingo Entities violated Securities 

Act Section 17(a) [15 U.S.C. § 77q(a)].  

148. Defendants knowingly or recklessly provided substantial assistance to Mmobuosi 

and the Tingo Entities with respect to their violations of Securities Act Section 17(a) [15 U.S.C. 

§ 77q(a)].  

149. By reason of the foregoing, Defendants are liable pursuant to Securities Act Section 

15(b) [15 U.S.C. § 77o(b)] for aiding and abetting Mmobuosi and the Tingo Entities’ violations of 

Securities Act Section 17(a) [15 U.S.C. § 77q(a)] and, unless enjoined, Defendants will again aid and 

abet these violations. 

SECOND CLAIM FOR RELIEF 
Aiding and Abetting Violations of Exchange Act Section 10(b) and Rule 10b-5 

(Both Defendants) 

150. The Commission re-alleges and incorporates by reference here the allegations in 

paragraphs 1 through 144. 

151. As alleged above, Mmobuosi and the Tingo Entities directly or indirectly, singly or in 

concert, in connection with the purchase or sale of securities and by the use of means or 

instrumentalities of interstate commerce, or the mails, or the facilities of a national securities 

exchange, knowingly or recklessly have (i) employed one or more devices, schemes, or artifices to 

defraud, (ii) made one or more untrue statements of a material fact or omitted to state one or more 

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

which they were made, not misleading, and/or (iii) engaged in one or more acts, practices, or 

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

Case 1:24-cv-07363     Document 1     Filed 09/30/24     Page 34 of 39



  

 35 

152. By reason of the foregoing, Mmobuosi and the Tingo Entities violated Exchange Act 

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

153. Defendants knowingly or recklessly provided substantial assistance to Mmobuosi 

and the Tingo Entities with respect to their violations of Exchange Act Section 10(b) [15 U.S.C. 

§ 78j(b)] and Rule 10b-5 [17 C.F.R. § 240.10b-5] thereunder. 

154. By reason of the foregoing, Defendants are liable pursuant to Exchange Act Section 

20(e) [15 U.S.C. § 78t(e)] for aiding and abetting Mmobuosi and the Tingo Entities’ violations of 

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

and, unless enjoined, Defendants will again aid and abet these violations. 

THIRD CLAIM FOR RELIEF 
Aiding and Abetting Violations of Exchange Act Rule 13b2-2(a) 

(Oyebola) 

155. The Commission re-alleges and incorporates by reference here the allegations in 

paragraphs 106 through 144. 

156. As alleged above, Mmobuosi, directly or indirectly, made or caused to be made 

materially false or misleading statements to an accountant in connection with audits, reviews, or 

examinations of Tingo Group’s financial statements or in the preparation or filing of Tingo Group’s 

documents or reports required to be filed with the SEC; or omitted to state, or caused another 

person to omit to state, material facts necessary in order to make statements made, in light of the 

circumstances under which such statements were made, not misleading, to an accountant in 

connection with audits, reviews or examinations of financial statements or in the preparation or 

filing of Tingo Group’s documents or reports required to be filed with the SEC. 

157. By reason of the foregoing, Mmobuosi violated Exchange Act Rule 13b2-2(a) [17 

C.F.R. § 240.13b2-2(a)]. 

Case 1:24-cv-07363     Document 1     Filed 09/30/24     Page 35 of 39



  

 36 

158. Oyebola knowingly or recklessly provided substantial assistance to Mmobuosi with 

respect to his violations of Exchange Act Rule 13b2-2(a) [17 C.F.R. § 240.13b2-2(a)]. 

159. By reason of the foregoing, Oyebola is liable pursuant to Exchange Act Section 20(e) 

[15 U.S.C. § 78t(e)] for aiding and abetting Mmobuosi’s violations of Exchange Act Rule 13b2-2(a) 

[17 C.F.R. § 240.13b2-2(a)] and, unless enjoined, Oyebola will again aid and abet these violations. 

FOURTH CLAIM FOR RELIEF 
Aiding and Abetting Violations of Exchange Act Rule 13b2-2(b) 

(Oyebola) 

160. The Commission re-alleges and incorporates by reference here the allegations in 

paragraphs 106 through 144. 

161. As alleged above, Mmobuosi, directly or indirectly, took action to coerce, 

manipulate, mislead, or fraudulently influence an independent public or certified public accountant 

engaged in the performance of Tingo Group’s audit or review of the financial statements of Tingo 

Group that are required to be filed with the SEC, and Mmobuosi knew or should have known that 

such action, if successful, could have resulted in rendering Tingo Group’s financial statements 

materially misleading. 

162. By reason of the foregoing, Mmobuosi violated Exchange Act Rule 13b2-2(b) [17 

C.F.R. § 240.13b2-2(b)]. 

163. Oyebola knowingly or recklessly provided substantial assistance to Mmobuosi with 

respect to his violations of Exchange Act Rule 13b2-2(b) [17 C.F.R. § 240.13b2-2(b)]. 

164. By reason of the foregoing, Oyebola is liable pursuant to Exchange Act Section 20(e) 

[15 U.S.C. § 78t(e)] for aiding and abetting Mmobuosi’s violations of Exchange Act Rule 13b2-2(b) 

[17 C.F.R. § 240.13b2-2(b)] and, unless enjoined, Oyebola will again aid and abet these violations. 

Case 1:24-cv-07363     Document 1     Filed 09/30/24     Page 36 of 39



  

 37 

PRAYER FOR RELIEF 

 WHEREFORE, the Commission respectfully requests that the Court enter a Final 

Judgment: 

I. 

Permanently enjoining Oyebola and his agents, servants, employees and attorneys and all 

persons in active concert or participation with any of them from violating, directly or indirectly, 

Securities Act Section 17(a) [15 U.S.C. § 77q(a)], Exchange Act Section 10(b) and Rules 10b-5 and 

13b2-2(a) and (b) thereunder [17 C.F.R. §§ 240.10b-5, 240.13b2-2(a) and (b)]; 

II. 

Permanently enjoining Oyebola & Co. and its agents, servants, employees and attorneys and 

all persons in active concert or participation with any of them from violating, directly or indirectly, 

Securities Act Section 17(a) [15 U.S.C. § 77q(a)], Exchange Act Section 10(b) [15 U.S.C. §§ 78j(b)], 

and Rule 10b-5 thereunder [17 C.F.R. § 240.10b-5]; 

III. 

Permanently prohibiting Defendants from acting in an accounting or financial reporting role 

at a public company in connection with the preparation of financial statements filed with the 

Commission, providing substantial assistance to a public company in the preparation of financial 

statements filed with the Commission, or acting as an auditor on a public company audit. For 

purposes of this paragraph: (1) “Accounting or financial reporting role” means participating in the 

preparation of financial statements; decisions about financial reporting; the creation or 

implementation of accounting policies; or decisions about accounting treatment, and (2) “Public 

company” means a company, foreign or domestic, that files financial statements with the 

Commission; 

Case 1:24-cv-07363     Document 1     Filed 09/30/24     Page 37 of 39



  

 38 

IV. 

Ordering Defendants to pay civil monetary penalties under Securities Act Section 20(d) [15 

U.S.C. § 77t(d)] and Exchange Act Section 21(d)(3) [15 U.S.C. § 78u(d)(3)]; and  

V. 

Granting any other and further relief this Court may deem just and proper.  

 

JURY DEMAND 

 The Commission demands a trial by jury.  

 
Dated: New York, New York 

September 30, 2024 
/s/ Antonia M. Apps________________________   
ANTONIA M. APPS  
REGIONAL DIRECTOR  
Tejal D. Shah 
Gerald A. Gross 
Rebecca Reilly 
Jacob David Zetlin-Jones 
Michael S. DiBattista 
Attorneys for Plaintiff 
SECURITIES AND EXCHANGE COMMISSION 
New York Regional Office 
100 Pearl Street  
Suite 20-100 
New York, NY 10004-2616 
(212) 336-0978 (Zetlin-Jones) 
[email protected] 

 
 
 
 
 
 
 
 
 
 
 
 

Case 1:24-cv-07363     Document 1     Filed 09/30/24     Page 38 of 39



  

 39 

APPENDIX A 

 
 

Before 
February 2020

• Tingo 
Mobile

• Nigerian Co.
• Standalone 

Private 
Company

• 100% owned 
by Mmobuosi

• Audited by 
Oyebola & Co.

Feb. 2020 -
Aug. 2021

• Tingo 
International

• Private U.S. 
Holding Co.

• 100% owner of  
Tingo Mobile

• Audited by 
Oyebola & Co. 
(Audit Never 
Completed)

Aug. 2021 -
Nov. 2022

• Agri-
Fintech

• Public U.S. Co. 
• Trades OTC 

("TMNA"")
• 100% owner of  

Tingo Mobile
• Parent Co. 

Audited by U.S. 
Auditor

• Tingo Mobile 
subsidiary 
audited by 
Oyebola & Co. 

Nov. 2022 -
Aug. 2024

• Tingo 
Group

• Public U.S. Co.
• Traded on 

NASDAQ 
("TIO") until 
March 2024.

• 100% owner of  
Tingo Mobile

• Previously 
named MICT, 
Inc.

• Parent Co. and 
Tingo Mobile 
subsidiary 
audited by 
Auditor A.

Case 1:24-cv-07363     Document 1     Filed 09/30/24     Page 39 of 39


	antonia M. apps
	Regional Director
	Tejal D. Shah
	Gerald A. Gross
	Rebecca Reilly
	Jacob David Zetlin-Jones
	Michael S. DiBattista
	Attorneys for Plaintiff
	SECURITIES AND EXCHANGE COMMISSION
	New York Regional Office
	100 Pearl Street
	Suite 20-100
	(212) 336-0978 (Zetlin-Jones)
	[email protected]
	Plaintiff Securities and Exchange Commission (“Commission”), for its Complaint against Defendants Olayinka Temitope Oyebola (“Oyebola”) and Olayinka Oyebola & Co. (Chartered Accountants) (“Oyebola & Co.” or the “Firm”) (collectively, “Defendants”), al...
	SUMMARY
	1. The Commission brings this action against licensed accountant, Olayinka Oyebola, and his Public Company Accounting Oversight Board (“PCAOB”)-registered public accounting firm, Oyebola & Co., for their roles in enabling and concealing a massive, mul...
	2. The scheme, orchestrated by Mmobuosi Odogwu Banye, a/k/a Dozy Mmobuosi (“Mmobuosi”) and perpetrated through three related U.S. companies he controlled, Tingo International Holdings, Inc. (“Tingo International”), Agri-Fintech Holdings, Inc. (“Agri-F...
	3. Oyebola’s Firm served as Tingo Mobile’s external auditor for nearly the entirety of the fraud’s duration. For three consecutive years, from fiscal years 2019 through 2021, Defendants issued clean, unmodified opinions signed by Oyebola attesting to ...
	4. Defendants, however, lent more than merely their imprimatur to Tingo Mobile’s fraudulent financial statements; they joined with and lent their affirmative aid to Mmobuosi and the Tingo Entities’ broader scheme. Oyebola and his Firm knowingly or rec...
	5. First, beginning at least as of 2020, while serving as auditor to both Tingo Mobile and Tingo International, Defendants discovered that Mmobuosi and other Tingo Mobile officials had on multiple occasions created and disseminated fraudulent audit re...
	6. In contravention of their duties as a registered public accounting firm and a licensed independent public accountant associated therewith, however, neither the Firm nor Oyebola took any meaningful or appropriate action to report the fraud or otherw...
	7. Second, in August 2023, Oyebola intentionally misled the Israeli-based auditor (“Auditor A”) of Tingo Group, Tingo Mobile’s then-parent public company. At the time, in the aftermath of a highly-publicized analyst report casting doubt on the legitim...
	8. On August 30, 2023, Tingo Mobile’s CFO provided Oyebola bank records purporting to reflect payments by Tingo Mobile for certain of the transactions at issue. Mmobuosi directed Oyebola to send these wire transfer records to Auditor A, and to misrepr...
	9. As a result of Oyebola’s knowing misrepresentation as to the provenance of these records, Auditor A accepted the bank records as authentic and corroborative of the transactions in question. In reality, the records were falsified. Oyebola’s affirmat...
	VIOLATIONS
	10. By virtue of the foregoing conduct and as alleged further herein: (a) Defendants Oyebola and Oyebola & Co. have aided and abetted Mmobuosi’s and the Tingo Entities’ violations of Section 17(a) of the Securities Act of 1933 (“Securities Act”) [15 U...
	11. Unless Defendants are restrained and enjoined, they will engage in the acts, practices, transactions, and courses of business set forth in this Complaint or in acts, practices, transactions, and courses of business of similar type and object.
	NATURE OF THE PROCEEDINGS AND RELIEF SOUGHT
	12. The Commission brings this action pursuant to the authority conferred upon it by Securities Act Sections 20(b) and 20(d) [15 U.S.C. §§ 77t(b) and 77t(d)] and Exchange Act Section 21(d) [15 U.S.C. § 78u(d)].
	13. The Commission seeks a final judgment: (a) permanently enjoining Defendants from violating Section 17(a) of the Securities Act [15 U.S.C. § 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. § 2...
	JURISDICTION AND VENUE
	14. This Court has jurisdiction over this action pursuant to Securities Act Section 22(a) [15 U.S.C. § 77v(a)] and Exchange Act Section 27 [15 U.S.C. § 78aa].
	15. Defendants, directly and indirectly, have made use of the means or instrumentalities of interstate commerce or of the mails in connection with the transactions, acts, practices, and courses of business alleged herein.
	16. Venue lies in this District under Securities Act Section 22(a) [15 U.S.C. § 77v(a)] and Exchange Act Section 27 [15 U.S.C. § 78aa]. Defendants transact business in the Southern District of New York, and certain of the acts, practices, transactions...
	DEFENDANTS
	17. Oyebola & Co. (or the “Firm”) is a Nigerian corporation co-founded by Oyebola in 2013 and based in Lagos, Nigeria, with branch offices in Houston, Texas, and Ontario, Canada. The Firm is controlled by its Managing Partner and CEO, Oyebola. The Fir...
	18. Oyebola, 56, is a resident of Nigeria. Oyebola is the Managing Partner and CEO of the Firm, and he is an accountant licensed by the Institute of Chartered Accountants of Nigeria. Oyebola has been the engagement partner for every PCAOB audit conduc...
	OTHER RELEVANT INDIVIDUALS AND ENTITIES0F
	19. Tingo Mobile is a Nigerian corporation founded by Mmobuosi in 2001. Tingo Mobile purports to lease mobile phones to farmers—through agreements with cooperative associations in Nigeria and Ghana—and provide the farmers with access to mobile airtime...
	20. Tingo International is a Delaware corporation with its principal place of business in Stamford, Connecticut. Tingo International was incorporated in January 2020 to serve as a U.S. holding company for Tingo Mobile. Since its founding, Mmobuosi has...
	21. Agri-Fintech is a Nevada corporation with its principal place of business in Draper, Utah. Agri-Fintech was originally incorporated in 2015 under the name iWeb. In August 2021, iWeb acquired Tingo Mobile from Tingo International, changed its name ...
	22. Tingo Group is a Delaware corporation with its principal place of business in Montvale, New Jersey. Tingo Group was originally incorporated in 2002 under a different name. In 2018, it changed its name to MICT. On December 1, 2022, MICT acquired Ti...
	23. Mmobuosi, 45, is a Nigerian citizen who previously resided in the United Kingdom and is currently residing in Nigeria. Mmobuosi purportedly co-founded Tingo Mobile in 2001; founded Tingo International in 2020 and serves as its CEO; was appointed C...
	I. DEFENDANTS CERTIFY TINGO MOBILE’S FRAUDULENT FINANCIAL STATEMENTS.
	A. Mmobuosi Falsifies Tingo Mobile’s Financial Statements.
	24. Tingo Mobile has purported to be in the business of leasing mobile phones to farmers through agreements with farming cooperative associations in Nigeria and Ghana. It has claimed to earn income from leasing hardware (i.e., mobile handsets) to farm...
	25. By 2019, Tingo Mobile claimed to have contracted with at least two farming cooperatives in Nigeria and to have a subscriber base for its phone leasing contracts and Nwassa software platform of over nine million farmers. It claimed to have earned h...
	26. But Tingo Mobile’s business was a fiction. Its purported assets, revenues, expenses, customers, and suppliers were virtually entirely fabricated.
	27. Beginning at least as of 2019, Mmobuosi—with the assistance of others, including Tingo Mobile’s CFO—caused the creation of fake financial statements and forged supporting material to falsely portray Tingo Mobile as a thriving and profitable enterp...
	B. Defendants Certify Tingo Mobile’s Fraudulent Financial Statements Despite Numerous Identified and Unaddressed Weaknesses in Tingo Mobile’s Internal Controls.
	28. From fiscal years 2019 through 2021, the Firm served as Tingo Mobile’s external auditor, engaged to conduct annual audits of Tingo Mobile’s financial statements for those fiscal years, to be performed pursuant to International Standards for Accoun...
	29. Oyebola was the Firm’s lead engagement partner on each audit engagement.
	30. In connection with their audit work for Tingo Mobile, in each of these fiscal years, Defendants identified numerous weaknesses in Tingo Mobile’s internal controls and operations, which were memorialized in management letters the Firm sent to Mmobu...
	31. The Firm’s fiscal year 2019 Management Letter, dated March 10, 2020, observed, among other things, that (a) Tingo Mobile lacked a separate unit to handle its internal audit function and, thus, that there was “no internal independent check on all c...
	32. The Firm’s fiscal years 2020 and 2021 Management Letters highlighted many of the same weaknesses—including the lack of a separate internal audit function and deficient Board oversight of company operations—an acknowledgment that these deficiencies...
	33. Notwithstanding these identified weaknesses and elevated risk profile, Oyebola and his Firm issued unmodified opinions attesting that Tingo Mobile’s financial statements “g[a]ve a true and fair view of the company … and the financial performance a...
	34. They did not.  The Tingo Mobile financial statements that Defendants certified reported hundreds of millions of dollars in revenues, income and cash balances that did not exist.
	35. As just one example, Tingo Mobile’s fiscal year 2019 financial statements audited and certified by Defendants represented among other things, that Tingo Mobile possessed more than 68 billion Naira ($201 million USD) in cash and cash equivalents as...
	36. In reality, Tingo Mobile’s bank accounts held only 5,554.39 Naira at the end of fiscal year 2019—equivalent to $16.63 USD.  The income, profit, and other financial metrics reported in Tingo Mobile’s 2019 financial statements for which Oyebola and ...
	II. DEFENDANTS CONCEAL AND ACQUIESCE TO MMOBUOSI’S CREATION AND USE OF FALSIFIED AUDIT REPORTS.
	A. Defendants Are Engaged to Audit Tingo International and Discover Management’s Use of Fraudulent Audit Reports.
	37. Having procured audited financial statements attesting to the legitimacy of the Tingo Mobile’s fabricated business model, Mmobuosi sought to capitalize on his fraudulent scheme by positioning his sham private company for public listing on the U.S....
	38. In January 2020, Mmobuosi created Tingo International, a Delaware corporation, to serve as Tingo Mobile’s U.S. holding company, and undertook a share exchange, effective February 2020, through which Tingo International became Tingo Mobile’s sole s...
	39. From January 2020 through August 2021, Tingo Mobile was Tingo International’s sole asset and operating subsidiary, and its fraudulent financial statements were consolidated into Tingo International’s financial statements.
	40. In or around September 2020, Mmobuosi took critical steps to achieve a direct listing for Tingo International on a major U.S. stock exchange (“Exchange A”) and registration of Tingo International’s shares with the Commission.
	41. Specifically, Mmobuosi caused Tingo International to submit a listing application with Exchange A in September 2020, and in connection with that application—as it announced in a November 9, 2020 press release—confidentially submitted a draft Form ...
	42. As discussed below, in the course of preparing for this direct listing and shares registration, Mmobuosi and Tingo Mobile’s CFO took various steps to conceal the fraudulent nature of Tingo Mobile’s business from independent members of Tingo Intern...
	43. Oyebola and his Firm were engaged by Tingo International to conduct a “review” of Tingo International’s financial statements for the first half of fiscal year 2020 (the period January 10 through June 30, 2020) in approximately September 2020. Oyeb...
	44. Oyebola understood that the purpose of his engagement was, at least in part, to assist Tingo International in its efforts to meet the requirements necessary to go public in the United States and list its stock on a U.S.-based exchange. The Tingo I...
	45. As a PCAOB-registered auditor, and as an independent public accountant associated with such an auditor familiar with registration and listing requirements applicable to U.S. issuers, the Firm and Oyebola knew that a PCAOB audit was required to mee...
	46. Oyebola and his Firm never completed this review because they were purportedly unable to obtain independent confirmation of Tingo International’s bank account balances, and thus were unable to determine the accuracy of Tingo International’s financ...
	47. However, at some point between October 2020 and December 2020, Oyebola and his Firm learned that Mmobuosi had caused Tingo International to create an October 22, 2020 “Report of Independent Registered Public Accounting Firm” on the Firm’s letterhe...
	48. The Forged Tingo International Audit Report stated that the Firm had conducted and completed an audit of Tingo International under PCAOB standards, and it contained an opinion from the Firm that Tingo International’s “financial statements present ...
	49. Neither Oyebola nor his Firm had completed an audit of Tingo International’s financial statements or had reached any conclusion as to the fairness of their presentation. Nor had Oyebola or his Firm prepared, signed, or authorized the issuance of a...
	50. At or around the same time, Oyebola and the Firm learned that Mmobuosi had caused Tingo International to create a similar October 22, 2020 “Report of Independent Registered Public Accounting Firm” on the Firm’s letterhead and bearing Oyebola’s sig...
	51. Like the Forged Tingo International Audit Report, the Forged Tingo Mobile Audit Report concluded that Tingo Mobile’s “financial statements . . . present fairly, in all material respects, the financial position of the Company as at December 31, 201...
	52. Neither Oyebola nor his Firm had completed an audit of Tingo Mobile’s financial statements under PCAOB standards or in conformity with U.S. generally accepted accounting principles. Nor had Oyebola or his Firm prepared, signed, or authorized the i...
	53. As a result, Oyebola knew that these two audit reports were fake and that his signatures affixed to them were forged.
	54. Documents produced to the Commission by various individuals and entities in the course of the investigation show that Tingo International included these forged audit reports in a confidential draft Form S-1 it submitted to the Commission, as well ...
	55. Oyebola was aware that Tingo International had submitted these forged audit reports to the Commission and Exchange A. Contemporaneous correspondence produced by the Firm and Oyebola’s testimony demonstrate that Oyebola and his Firm provided assist...
	56. Oyebola confronted Mmobuosi and Tingo Mobile’s CFO by phone upon his discovery of the forged audit reports. He told them that the creation and use of forged audit reports bearing his signature and his Firm’s name would jeopardize Oyebola’s and his...
	57. Despite this admonition, Oyebola and his Firm continued to perform audit and other accounting-related work for Tingo Mobile and the Tingo Entities for at least the next three years.
	58. As a PCAOB-registered accounting and auditing firm and a licensed independent public accountant associated with such a firm engaged to conduct a review of Tingo International’s financial statements under PCAOB Auditing Standards (“AS”), the Firm a...
	59. Under AS 1001 (“Responsibilities and Functions of the Independent Auditor”), an auditor has a responsibility to “obtain reasonable assurances about whether the financial statements are free of material misstatement, whether caused by error or frau...
	60. Under AS 1015 (“Due Professional Care in the Performance of Work”), an auditor is required to “work with due professional care” and act in “good faith and with integrity.”
	61. Under AS 2401 (“Consideration of Fraud in a Financial Statement Audit”), an auditor who finds evidence of fraud must bring the matter to the attention of an appropriate level of management in a timely manner, including (where the fraud involves se...
	62. Under AS 2405 (“Illegal Acts by Clients”), an auditor must adequately inform the Audit Committee of illegal acts that come to its attention “as soon as practicable,” and may need to withdraw “when the client does not take the remedial action that ...
	63. Under AS 3320 (“Association with Financial Statements”), an auditor must ensure there is a “clear-cut indication of the character of the auditor’s work, if any, and the degree of responsibility the auditor is taking” to prevent “misinterpretation ...
	64. Neither Oyebola nor his Firm reported the forgeries to the SEC.
	65. Neither Oyebola nor his Firm reported the forgeries to Exchange A.
	66. Neither Oyebola nor his Firm reported the forgeries to Tingo International or Tingo Mobile’s other management members, Boards of Directors, or their Audit Committees.
	67. Neither Oyebola nor his Firm issued any disclaimers stating that the forged financial statements were not audited by Oyebola or his Firm, or that Oyebola and his Firm do not express any opinion on the forged financial statements.
	B. Defendants Conceal the Forgeries from Tingo International Management.
	68. In February 2021, Tingo International engaged Oyebola to conduct an audit of Tingo International’s financial statements for the full year of fiscal year 2020, despite Oyebola and his Firm’s inability to complete the half-year review a few months e...
	69. Under the terms of the engagement letter retaining the Firm as Tingo International’s external auditor, executed in March 2021, Oyebola and his Firm agreed to perform an audit of Tingo International’s full year 2020 financial statements prepared un...
	70. In connection with scoping the engagement and preparing the audit procedures for the Firm’s audit of Tingo International’s full-year 2020 financial statements, Tingo International’s newly-installed Chief Financial Officer (“Tingo International’s C...
	71. On or around May 24, 2021, after Defendants had begun their audit procedures for their full-year audit engagement, Tingo International’s CFO emailed Oyebola and his Firm requesting that they provide the workpapers and other supporting documents un...
	72. Although Oyebola knew that that audit report (and his signature on it) were forged, and thus that there were no bona fide supporting documents underlying it, Oyebola concealed that fact from Tingo International’s CFO.
	73. Instead, Oyebola implied the authenticity of the report and the existence of materials substantiating it by telling Tingo International’s CFO that the evidence requested “has been shared with the management” (i.e., Mmobuosi and Tingo Mobile’s CFO)...
	74. Tingo International’s CFO responded three days later by email that “I have requested this information from management … and [Mmobuosi] referred me to you – please can you share this info.”  In the same email, Tingo International’s CFO also asked O...
	75. Oyebola ignored Tingo International’s CFO’s requests and never responded.
	76. Oyebola and his Firm never completed the full-year 2020 audit on behalf of Tingo International and never issued an audit report as to Tingo International’s financial statements for fiscal year 2020.
	77. Ultimately, Tingo International abandoned its efforts to register and list its shares directly in the United States.  Its shares were never registered, and its listing application was never granted.
	C. Defendants Continue to Issue Clean Audit Reports for Tingo Mobile After Mmobuosi Takes Tingo Public.
	78. In August 2021, after Tingo International abandoned its efforts to obtain a direct listing, Tingo Mobile became a public company through a “reverse merger” when iWeb, Inc., a public company, issued 928 million shares of its Series A common stock a...
	79. The merger assigned Tingo Mobile a purported valuation of billions of dollars, a valuation supported purely by the fabricated financial statements Mmobuosi concocted and the phony operational successes they purported to depict, which materially mi...
	80. Through the reverse merger, Tingo Mobile became Agri-Fintech’s primary asset and operating subsidiary.  Following the reverse merger, Agri-Fintech’s books and records and public filings incorporated the fictitious transactions, operations, and fin...
	81. For example, from August 2021 through December 2022, Agri-Fintech’s publicly-filed financial statements contained in its quarterly and annual reports disclosed to investors that Agri-Fintech maintained cash and cash equivalent balances ranging fro...
	82. Agri-Fintech’s reported revenues, expenses and income were similarly inflated as a result of their incorporation of Tingo Mobile’s fraudulent financial statements and results.
	83. Although a different, U.S.-based auditing firm audited Agri-Fintech’s financial statements, Oyebola and the Firm continued to perform the external audit function on behalf of Agri-Fintech’s Tingo Mobile subsidiary during this period. In connection...
	D. Defendants Acquiesce to Mmobuosi’s Continued Use of Falsified Audit Reports.
	84. On July 22, 2022, Agri-Fintech filed with the Commission an amendment to its Form 10-K for fiscal year 2021 (“2021 Form 10-K/A”) to modify the accounting treatment of the merger through which Agri-Fintech acquired Tingo Mobile.
	85. The 2021 Form 10-K/A enclosed a “Report of Independent Registered Public Accounting Firm,” dated July 19, 2022, on the Firm’s letterhead and purporting to bear Oyebola’s signature. This publicly-filed audit report stated that the Firm had conducte...
	86. Neither Oyebola nor his Firm had completed an audit of Tingo Mobile’s financial statements under PCAOB standards or in conformity with U.S. generally accepted accounting principles for any fiscal year, including 2020. Nor had Oyebola or his Firm p...
	87. Although the Firm had audited Tingo Mobile for its fiscal year 2020, it had done so under ISA standards, not, as the Second Forged Tingo Mobile Audit Report indicated, under PCAOB standards.
	88. Oyebola became aware of the filing of the Second Forged Tingo Mobile Audit Report shortly after it was filed through the Commission’s EDGAR filing system, on which the 2021 Form 10-K/A was publicly available.
	89. Oyebola immediately recognized that the Second Forged Tingo Mobile Audit Report was a forgery.
	90. On July 26, 2022, Oyebola sent Mmobuosi a message via WhatsApp attaching a picture of the Second Forged Tingo Mobile Audit Report, and writing to Mmobuosi that his Firm’s “Board” (which consisted of Oyebola and only one other Firm partner) “found ...
	91. On or about the same day, Oyebola spoke with Mmobuosi by telephone. According to sworn testimony Oyebola provided during the Commission’s investigation of this matter, Oyebola was “cross” with Mmobuosi during this conversation regarding Mmobuosi’s...
	92. Mmobuosi told Oyebola on this call that Agri-Fintech would remove the audit report from the Commission’s EDGAR system and that Mmobuosi would hire a new auditor to actually conduct an audit of Tingo Mobile under PCAOB standards and apply U.S. gene...
	93. Despite their duties as independent public accountants (as described in paragraphs 58 to 63 above), neither Oyebola nor his Firm took any affirmative steps to report Mmobuosi’s forgery beyond obtaining these assurances from Mmobuosi.
	94. Despite learning that Mmobuosi and Tingo Mobile had yet again manufactured a bogus audit report on his Firm’s letterhead and publicly used a forgery of his signature, Oyebola did not resign as Tingo Mobile’s auditor and, in fact, continued to perf...
	95. Although Oyebola testified that he threatened to report Mmobuosi and Agri-Fintech’s conduct, neither Oyebola nor his Firm in fact reported Mmobuosi’s use of the forged audit report to the Commission or any other regulatory authority.
	96. Neither Oyebola nor his Firm reported Mmobuosi’s use of the forged report to Agri-Fintech’s Board of Directors, its Audit Committee, or its U.S.-based external auditor.
	97. Oyebola and the Firm’s failures to act in an appropriate manner upon learning of yet another fake audit report bearing the Firm’s name and Oyebola’s signature occurred even though Oyebola knew—as he testified under oath—that Mmobuosi’s conduct was...
	98. Despite Mmobuosi’s assurances, Agri-Fintech never removed the Second Forged Tingo Mobile Audit Report from Commission’s EDGAR filing system. In fact, it is not possible for an issuer to remove a publicly-filed document from the Commission’s EDGAR ...
	99. As Oyebola predicted, Mmobuosi’s misconduct did not stop.  Mmobuosi continued to fabricate and disclose fraudulent audit reports using Oyebola and his Firm’s name on behalf of the Tingo Entities. Between September 2021 and February 2023, Agri-Fint...
	a. On September 13, 2021, Agri-Fintech filed a Form 8-K/A through the Commission’s EDGAR filing system, which enclosed a purported September 8, 2021 audit report from the Firm which stated that the Firm had audited Tingo Mobile’s financial statements ...
	b. On November 16, 2021, Agri-Fintech filed a Form 10-K/A for fiscal year 2020 through the Commission’s EDGAR filing system, which enclosed a purported audit report from the Firm, signed by Oyebola, dated “November __, 2020,” which stated that the Fir...
	c. On July 26, 2022, Tingo Group filed a Form S-4 Registration Statement through the Commission’s EDGAR filing system, which enclosed a purported July 24, 2022 audit report and auditor consent from the Firm, signed by Oyebola, which stated that the Fi...
	d. On February 9, 2023, Tingo Group filed a Form 8K/A through the Commission’s EDGAR filing system, which enclosed a purported February 8, 2023 audit report from the Firm, signed by Oyebola, which stated that the Firm had audited Tingo Mobile’s financ...
	e. On February 15, 2023, Tingo Group filed a Preliminary Schedule 14A Proxy Statement through the Commission’s EDGAR filing system, which enclosed a purported audit report from the Firm, signed by Oyebola, dated “November __, 2022,”  which stated that...
	100. All five of these audit reports filed by Agri-Fintech or Tingo Group were forged. Neither Oyebola nor his Firm had completed an audit of Tingo Mobile’s financial statements for fiscal years 2019 or 2020 under PCAOB standards or in conformity with...
	101. According to sworn testimony Oyebola provided during the Commission’s investigation of this matter, during this period, Oyebola and the Firm continuously monitored filings made by the Firm’s public issuer clients on the Commission’s EDGAR filing ...
	102. Given Oyebola’s acknowledged practice of reviewing and monitoring his client’s EDGAR filings, Oyebola and his Firm knew of, or recklessly disregarded, the Tingo Entities’ continued use of fabricated audit reports bearing forgeries of Oyebola’s si...
	103. Yet, in contravention of their duties as public company accountants (including the standards described in paragraphs 58 to 63, above), they failed to take any steps to mitigate this persistent fraudulent misconduct.
	104. Oyebola and the Firm never disclosed the use of these forgeries to regulatory authorities, or to the Tingo Entities’ management, Boards of Directors, or Audit Committees or their external auditors.
	105. In addition, on one other occasion, on December 16, 2021, Oyebola messaged Mmobuosi via WhatsApp accusing him (albeit mistakenly) of filing still another forged audit report in his firm’s name on behalf of Agri-Fintech. Before learning that his a...
	IV. OYEBOLA INTENTIONALLY LIES TO TINGO GROUP’S AUDITOR TO PERPETUATE THE TINGO FRAUD.
	106. In December 2022, Agri-Fintech sold Tingo Mobile to MICT, a Nasdaq-listed financial technology company offering insurance brokerage platform services in China as well as stock trading and wealth management services in other parts of Asia. Under t...
	107. Tingo Group appointed Auditor A, an Israel-based auditor within the network of one of the world’s largest accounting firms, to audit the financial statements of the newly-merged company and its operating subsidiaries, including Tingo Mobile.
	108. From December 2022 to present, Tingo Group’s books and records and public filings have incorporated the fictitious transactions, operations, and financial results of Tingo Mobile, with Tingo Mobile’s operations becoming Tingo Group’s predominant ...
	109. For example, from December 2022 through November 2023, Tingo Group’s publicly-filed financial statements reported to investors that it maintained cash balances ranging from approximately $53 million to over $500 million, based primarily on fabric...
	110. Tingo Group’s reported revenues, expenses and income were similarly inflated as a result of their incorporation of Tingo Mobile’s fraudulent financial statements and results.
	111. On June 6, 2023 a financial research firm published a report (the “June 6 Analyst Report”), which accused the Tingo Group of being “an exceptionally obvious scam with completely fabricated financials.”
	112. Among other things, the June 6 Analyst Report alleged that the significant cash balances Tingo Group claimed to hold at Nigerian banking institutions appeared to be fake.  The report also raised questions as to the veracity of Tingo Mobile’s purp...
	113. In response to the June 6 Analyst Report, Tingo Group’s Audit Committee engaged independent counsel to review the allegations contained in the report.
	114. Auditor A relied, at least in part, upon this investigation—and the independence and competence of the lawyers conducting it—in its evaluation of whether to continue its association with Tingo Group as company auditors and whether to continue to ...
	115. On or about August 21, 2023, Auditor A presented to Tingo Group’s Audit Committee to update the Committee on Auditor A’s discussions with investigative counsel regarding the status of the Board-directed independent investigation into the allegati...
	116. Auditor A reported to the Audit Committee that, at that time, certain issues remained subject to further investigation, and that barring resolution of these open items, Auditor A would not be able or willing to complete its review of the company’...
	117. Specifically, before it would be willing to continue its association with Tingo Group as its external auditor, Auditor A required, among other things, independent corroboration that Tingo Group had satisfied its domestic tax obligations and that ...
	118. As a result of Auditor A’s unwillingness to provide its sign off on Tingo Group’s interim consolidated financial statements, on August 21, 2023, Tingo Group announced the postponement of its quarterly earnings release and the filing of its Form 1...
	119. On August 29, 2023, Tingo Mobile’s CFO sent Oyebola an electronic message via WhatsApp, attaching seventeen (17) supposed bank wire transfer records.
	120. The bank records purported to demonstrate the transfer of tens of billions of Naira from Tingo Mobile’s bank account to various individuals and entities, including Tingo Mobile’s supposed suppliers and other third parties, and to Nigerian tax aut...
	121. The records that Tingo Mobile’s CFO provided to Oyebola were forged, and the transactions they purported to reflect were fictitious. Authentic bank records produced to the SEC staff directly by Tingo Mobile’s bank demonstrate that the transfers r...
	122. Mmobuosi directed Oyebola to send these forged bank records to Tingo Group’s auditor, Auditor A, and to misrepresent that the records had come directly from the bank, and not from Tingo Mobile management.
	123. On August 30, Mmobuosi messaged Oyebola that Auditor A “are waiting for your mail … Please let there be no trace of [Tingo Mobile’s CFO] sending to you, from you straight to [Auditor A].”
	124. Mmobuosi instructed Oyebola to forward a copy of his correspondence with Auditor A to a consultant for Tingo Group once completed. Oyebola replied that he would blind copy Tingo Mobile’s CFO on the email transmittal to Auditor A.
	125. The same day, an email address belonging to “ooandco consult” sent Auditor A, an email attaching the forged bank records as well as a letter on OO and Co. Consult letterhead, which stated:  “We hereby certify that the attached … transfer advices ...
	126. The email and letter were signed by Individual A, who was identified in the letter as a Director at OO & Co. Consult, and who is identified in other Oyebola & Co. documents as both an “IT Audit Partner” and a “Manager” of the Firm.
	127. Though the email and letter were purportedly sent and signed by Individual A, Oyebola at a minimum received a copy of the email: on August 30, 2023, Oyebola sent Mmobuosi and Tingo Mobile’s CFO messages over WhatsApp containing pictures of the em...
	128. The same day, a consultant for Tingo Group (the same consultant Mmobuosi referenced in paragraph 124 above) emailed Auditor A stating: “You should by now hopefully have received the [National Electronic Funds Transfer] advices directly from Mr. O...
	129. The next day, August 31, 2023, Oyebola sent Mmobuosi and Tingo Mobile’s CFO messages over WhatsApp to confirm that he was mailing a hard copy of the letter and wire transfer records to Auditor A (per Auditor A’s request).
	130. Oyebola also sent Mmobuosi and Tingo Mobile’s CFO a photo of the DHL shipping label addressed to Auditor A as confirmation that he had sent the forged bank records to Auditor A via hard copy, and Oyebola requested reimbursement for postage.
	131. As an independent public accountant associated with a PCAOB-registered auditor, Oyebola knew that receiving bank records directly from the third-party bank, and not relying solely on client-provided bank statements, was important to Auditor A’s a...
	132. Oyebola also understood that Tingo Mobile (and therefore Tingo Group) purported to carry inordinately large cash balances, and therefore that these bank records, and their authenticity, were material to Auditor A’s evaluation of Tingo Group’s con...
	133. Notwithstanding his awareness of the importance to Auditor A that the records be received from an independent source, Oyebola falsely represented to Auditor A that he independently obtained the wire records directly from the bank when, in fact, h...
	134. By misrepresenting the source of the bank records in this way, Oyebola helped conceal from Auditor A that they were forgeries.
	135. Auditor A did in fact rely on this misrepresentation from Oyebola. Oyebola’s false statement that the transmitted bank records were obtained directly from the bank confirmed for Auditor A the authenticity of the records and the corresponding tran...
	136. On August 30, 2023, Tingo Group announced the results of its investigation, reporting in a press release that the independent investigation had debunked the June 6 Analyst Report’s allegations, and, among other things, had confirmed the accuracy ...
	137. On August 31, 2023, relying, in part, on Oyebola’s misrepresentation, Auditor A completed its review of Tingo Group’s interim consolidated financial statements for the period ended June 30, 2023, and Tingo Group filed its Form 10-Q.
	138. This quarterly report materially overstated Tingo Group’s assets, revenues, and expenses:  for example, the Company reported cash balances of over $50 million, most of which was purportedly held in Tingo Mobile’s bank accounts—accounts which, at ...
	139. Thereafter, Mmobuosi and the Tingo Entities continued a series of public denials, insisting that Tingo Mobile’s nonexistent businesses and fabricated revenues were legitimate. Mmobuosi and the Tingo Entities persisted in their false denials—and c...
	V. THE COMMISSION FILES THE TINGO ENFORCEMENT ACTION.
	140. On December 18, 2023, the Commission filed the Tingo Enforcement Action against Mmobuosi and the Tingo Entities in the United States District Court for the Southern District of New York, alleging numerous primary and (as to Mmobuosi) secondary vi...
	141. Shortly after the Commission filed the Tingo Enforcement Action, Tingo Group filed a notice that the consolidated financial statements audited and/or reviewed by Auditor A “should no longer be relied upon.”
	142. On January 2, 2024, the United States Attorney’s Office for the Southern District of New York unsealed criminal charges against Mmobuosi arising out of certain of the conduct alleged in the Tingo Enforcement Action. Mmobuosi has not appeared in t...
	143. On January 16, 2024, Auditor A resigned as Tingo Group’s independent auditor.
	144. On August 28, 2024, after Mmobuosi and the Tingo Entities failed to appear, the Court entered a final judgment on default enjoining Mmobuosi and the Tingo Entities from violating the securities laws provisions they were alleged to have violated a...
	FIRST CLAIM FOR RELIEF
	Aiding and Abetting Violations of Securities Act Section 17(a)
	(Both Defendants)
	145. The Commission re-alleges and incorporates by reference here the allegations in paragraphs 1 through 144.
	147.  By reason of the foregoing, Mmobuosi and the Tingo Entities violated Securities Act Section 17(a) [15 U.S.C. § 77q(a)].
	148. Defendants knowingly or recklessly provided substantial assistance to Mmobuosi and the Tingo Entities with respect to their violations of Securities Act Section 17(a) [15 U.S.C. § 77q(a)].
	149. By reason of the foregoing, Defendants are liable pursuant to Securities Act Section 15(b) [15 U.S.C. § 77o(b)] for aiding and abetting Mmobuosi and the Tingo Entities’ violations of Securities Act Section 17(a) [15 U.S.C. § 77q(a)] and, unless e...
	SECOND CLAIM FOR RELIEF
	Aiding and Abetting Violations of Exchange Act Section 10(b) and Rule 10b-5
	(Both Defendants)
	150. The Commission re-alleges and incorporates by reference here the allegations in paragraphs 1 through 144.
	151. As alleged above, Mmobuosi and the Tingo Entities directly or indirectly, singly or in concert, in connection with the purchase or sale of securities and by the use of means or instrumentalities of interstate commerce, or the mails, or the facili...
	152. By reason of the foregoing, Mmobuosi and the Tingo Entities violated Exchange Act Section 10(b) [15 U.S.C. § 78j(b)] and Rule 10b-5 [17 C.F.R. § 240.10b-5] thereunder.
	153. Defendants knowingly or recklessly provided substantial assistance to Mmobuosi and the Tingo Entities with respect to their violations of Exchange Act Section 10(b) [15 U.S.C. § 78j(b)] and Rule 10b-5 [17 C.F.R. § 240.10b-5] thereunder.
	154. By reason of the foregoing, Defendants are liable pursuant to Exchange Act Section 20(e) [15 U.S.C. § 78t(e)] for aiding and abetting Mmobuosi and the Tingo Entities’ violations of Exchange Act Section 10(b) [15 U.S.C. § 78j(b)] and Rule 10b-5 [1...
	THIRD CLAIM FOR RELIEF
	Aiding and Abetting Violations of Exchange Act Rule 13b2-2(a)
	(Oyebola)
	155. The Commission re-alleges and incorporates by reference here the allegations in paragraphs 106 through 144.
	156. As alleged above, Mmobuosi, directly or indirectly, made or caused to be made materially false or misleading statements to an accountant in connection with audits, reviews, or examinations of Tingo Group’s financial statements or in the preparati...
	157. By reason of the foregoing, Mmobuosi violated Exchange Act Rule 13b2-2(a) [17 C.F.R. § 240.13b2-2(a)].
	158. Oyebola knowingly or recklessly provided substantial assistance to Mmobuosi with respect to his violations of Exchange Act Rule 13b2-2(a) [17 C.F.R. § 240.13b2-2(a)].
	159. By reason of the foregoing, Oyebola is liable pursuant to Exchange Act Section 20(e) [15 U.S.C. § 78t(e)] for aiding and abetting Mmobuosi’s violations of Exchange Act Rule 13b2-2(a) [17 C.F.R. § 240.13b2-2(a)] and, unless enjoined, Oyebola will ...
	FOURTH CLAIM FOR RELIEF
	Aiding and Abetting Violations of Exchange Act Rule 13b2-2(b)
	(Oyebola)
	160. The Commission re-alleges and incorporates by reference here the allegations in paragraphs 106 through 144.
	161. As alleged above, Mmobuosi, directly or indirectly, took action to coerce, manipulate, mislead, or fraudulently influence an independent public or certified public accountant engaged in the performance of Tingo Group’s audit or review of the fina...
	162. By reason of the foregoing, Mmobuosi violated Exchange Act Rule 13b2-2(b) [17 C.F.R. § 240.13b2-2(b)].
	163. Oyebola knowingly or recklessly provided substantial assistance to Mmobuosi with respect to his violations of Exchange Act Rule 13b2-2(b) [17 C.F.R. § 240.13b2-2(b)].
	164. By reason of the foregoing, Oyebola is liable pursuant to Exchange Act Section 20(e) [15 U.S.C. § 78t(e)] for aiding and abetting Mmobuosi’s violations of Exchange Act Rule 13b2-2(b) [17 C.F.R. § 240.13b2-2(b)] and, unless enjoined, Oyebola will ...
	PRAYER FOR RELIEF
	Dated: New York, New York
	Tejal D. Shah
	Gerald A. Gross
	Rebecca Reilly
	Jacob David Zetlin-Jones
	Michael S. DiBattista
	Attorneys for Plaintiff
	SECURITIES AND EXCHANGE COMMISSION
	New York Regional Office
	100 Pearl Street
	Suite 20-100
	[email protected]