SECURITIES AND EXCHANGE COMISSION

Litigation Release No. 18309 /August 25, 2003

Securities and Exchange Commission v. Toks, Inc. and Ade O. Ogunjobi, 03 CV 01787 (D.D.C. August 25, 2003)

SEC SUES TOKS, INC. AND ITS CHIEF EXECUTIVE OFFICER ADE O. OGUNJOBI FOR SECURITIES FRAUD

The Commission announced today that it filed a complaint alleging that Toks, Inc., a shell company, and Ade O. Ogunjobi, Toks' founder, chairman and chief executive officer, are engaged in an ongoing fraudulent and unregistered offering of promissory note securities over the Internet. The complaint was filed in the U.S. District Court for the District of Columbia.

Specifically, the complaint alleges that:

• through the Toks Internet website, Toks and Ogunjobi are conducting an unregistered offering of "promissory notes" with the stated purpose of raising between $1 billion and $10 billion to pay Commission filing fees and otherwise finance tender offers for the stock of at least fifteen of the world's largest corporations;

• Toks did not register the offering of the notes with the Commission despite the fact that the notes are securities, the offering does not qualify for any exemption from registration, and the notes are not exempt securities under the federal securities laws;

• the offering is deceptive and fraudulent because, among other things, Toks has no assets, sales or revenues and Ogunjobi is its only employee, and thus Toks and Ogunjobi have no ability to conduct the contemplated tender offers;

• Toks' and Ogunjobi's previous effort to advance this fraudulent plan took place in 2001, when they filed a registration statement with the Commission setting forth a similar plan to raise billions of dollars to fund tender offers for a number large corporations;

• a stop order proceeding was instituted against Toks and Ogunjobi that resulted in a stop order being issued on January 8, 2002 that found the offering to be materially false and misleading; and

• despite the issuance of the stop order, Toks and Ogunjobi have continued, through an Internet website, to pursue essentially the same fraudulent plan since at least May 12, 2003.

The complaint charges Toks and Ogunjobi with violating Section 5(c), a registration provision of the Securities Act of 1933, and Sections 17(a)(1) and 17(a)(3), antifraud provisions of the same Act. In addition, the Commission charges that Toks' and Ogunjobi's conduct violates Section 14(e) of the Securities Exchange Act of 1934 and Exchange Act Rules 14d-2(b) and 14e-8, tender offer provisions of the federal securities laws.

The Commission is seeking final relief in the form of permanent injunctions enjoining Toks and Ogunjobi from future violations of the securities laws and rules named above and prohibiting them from acting as issuers, underwriters, brokers or dealers in an unregistered offering, disgorgement of any illegally obtained proceeds, and civil penalties. The Commission has also asked the Court to grant interim relief that includes preliminary injunctions, an order barring the defendants from accepting any funds from investors in connection with the offering, and an accounting to determine the full amount of any monies received by Toks and Ogunjobi as a result of the alleged conduct.

SEC Complaint in this matter

http://www.sec.gov/litigation/litreleases/lr18309.htm