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U.S. Securities and Exchange Commission

Litigation Release No. 18710 / May 13, 2004


Securities and Exchange Commission v. Toks, Inc. and Ade O. Ogunjobi, 03 CV 01787 (D.D.C. March 24, 2003)

The Securities and Exchange Commission ("Commission") announced today that on March 24, 2004, it obtained a permanent injunction by default against Toks, Inc. ("Toks"), a shell company, and Ade O. Ogunjobi ("Ogunjobi"), Toks' founder, chairman and chief executive officer. The Commission had sued Toks and Ogunjobi for engaging in a fraudulent and unregistered offering of promissory note securities ("Notes") over the Internet, through the website, www.tspnotes.com. The final judgment was issued by the United States District Court for the District of Columbia.

The final judgment permanently enjoins Toks and Ogunjobi from violating Section 5 of the Securities Act of 1933 ("Securities Act"), a registration provision, and Sections 17(a)(1) and 17(a)(3) of the Securities Act, both antifraud provisions. In addition, the final judgment permanently bars Toks and Ogunjobi from violating Section 14(e) of the Securities Exchange Act of 1934 ("Exchange Act") and Exchange Act Rules 14d-2(b) and 14e-8, both tender offer provisions of the federal securities laws. Significantly, the final judgment contains certain conduct-based relief. The final judgment permanently enjoins Toks and Ogunjobi from acting as issuers, underwriters, brokers or dealers in an unregistered offering, and also permanently bars the defendants from accepting any funds from investors in connection with the Notes offering.

The final judgment was issued in a civil action filed by the Commission on August 25, 2003. The Complaint charged violations of the securities laws and rules thereunder in connection with an Internet website in which Toks solicited investors to purchase Toks Notes that were purportedly to be used to raise between $1 billion and $10 billion to fund tender offers for a dozen or more of the world's largest corporations. The Commission alleged that the offering was deceptive and fraudulent because, among other things, Toks had no assets, sales or revenues and Ogunjobi was its only employee, and thus Toks and Ogunjobi had no ability to conduct the contemplated tender offers.

The initial Litigation Release for this action, Litigation Release No. 18309, was filed on August 25, 2003.



Modified: 05/13/2004