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) 

zetlinjonesj@sec.gov 

UNITED STATES DISTRICT COURT 

SOUTHERN DISTRICT OF NEW YORK 

SECURITIES AND EXCHANGE 

COMMISSION, 

 Plaintiff, 

 -againstMMOBUOSI ODOGWU BANYE (a/k/a DOZY 

MMOBUOSI), TINGO GROUP, INC., AGRIFINTECH HOLDINGS, INC. (f/k/a TINGO 

INC.), and TINGO INTERNATIONAL 

HOLDINGS, INC., 

 

 Defendants. 

COMPLAINT 

 

23 Civ. _____ ( ) 

 

JURY TRIAL DEMANDED 

 

 

 

Plaintiff Securities and Exchange Commission (“SEC” or the “Commission”), for its 

Complaint against Mmobuosi Odogwu Banye, a/k/a Dozy Mmobuosi (“Mmobuosi”), Tingo 

Group, Inc. (Ticker: TIO) (“Tingo Group”), Agri-Fintech Holdings, Inc., f/k/a Tingo, Inc. (Ticker: 

TMNA) (“Agri-Fintech”), and Tingo International Holdings, Inc. (“TIH”) (collectively, 

“Defendants”), alleges as follows: 

Case 1:23-cv-10928 Document 1 Filed 12/18/23 Page 1 of 72
 

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SUMMARY 

1. The SEC brings this action to halt an ongoing fraud carried out by three related 

companies—Tingo International Holdings, Inc. (“TIH”), Agri-Fintech Holdings, Inc. (“AgriFintech”), and Tingo Group, Inc. (“Tingo Group”)—orchestrated by their CEO, Mmobuosi 

Odogwu Banye, a/k/a Dozy Mmobuosi (“Mmobuosi”) (collectively “Defendants”). For years, 

Mmobuosi and the companies he controlled, TIH, Agri-Fintech, and Tingo Group have 

intentionally and materially overstated their reported revenues, expenses, profits and assets in their 

SEC filings, public statements, and the books and records they have provided to their auditors. 

2. The scope of the fraud is staggering. Since 2019, Defendants have booked billions 

of dollars’ worth of fictitious transactions through two Nigerian subsidiary companies Mmobuosi 

founded and controls, reporting hundreds of millions of dollars of non-existent revenues and assets. 

For example, Tingo Group’s FY 2022 Form 10-K filed in March 2023 reported a cash and cash 

equivalent balance of $461.7 million residing in Tingo Mobile’s Nigerian bank accounts. Authentic 

bank records for the same accounts, however, show a balance of less than $50 for that period. 

3. The fraud’s roots date back years, and pertain mostly to Tingo Mobile, PLC (“Tingo 

Mobile”), a private Nigerian company Mmobuosi founded that purportedly sources and supplies 

mobile handsets and related data and application services to farmers in Nigeria. Beginning in at least 

2019, Mmobuosi created fake financial statements and forged supporting material to falsely portray 

Tingo Mobile as a thriving and profitable enterprise with hundreds of millions of annual revenue, 

profit and available cash, and a broad subscriber base of millions of farmers using its phones and 

services. In reality, throughout 2019, the company had no meaningful operations or customers and 

about $15 in its bank account. 

4. Mmobuosi used these false financial figures and forgeries to effect two related 

frauds. First, Mmobuosi fraudulently induced the sale of Tingo Mobile to two public companies at 

Case 1:23-cv-10928 Document 1 Filed 12/18/23 Page 2 of 72
 

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grossly inflated valuations. In August 2021, Mmobuosi caused the sale of Tingo Mobile from TIH 

(a U.S.-based holding company he created and owned) to OTC-traded Agri-Fintech through an allstock reverse merger. In December 2022, Mmobuosi engineered Agri-Fintech’s sale of Tingo 

Mobile to Nasdaq-listed Tingo Group, also through an all-stock merger. Each merger valued Tingo 

Mobile at more than $1 billion—valuations supported purely by the fabricated financial statements 

Mmobuosi crafted and the sham operational success they purported to depict. Through these 

mergers, Mmobuosi enabled Tingo Mobile to access the U.S. capital markets and, in the process, 

acquired hundreds of millions of shares in the newly merged entities for himself and entities he 

controlled. 

5. Second, Mmobuosi perpetrated a fraud on the investing public after merging Tingo 

Mobile into publicly-traded Agri-Fintech and Tingo Group. Mmobuosi knowingly, or with reckless 

disregard, caused Tingo Mobile’s fictitious transactions to be recorded in those companies’ books 

and records and reported in their SEC filings, press releases, investor presentations and other public 

disclosures, many of which Mmobuosi made and/or certified. As a result, Agri-Fintech (from 

August 2021 through November 2022) and Tingo Group (from December 2022 to the present) 

massively overstated their reported sales, earnings and assets in their publicly-disclosed financial 

statements for each reporting period in which it owned Tingo Mobile as its principal operating 

subsidiary. These material misstatements created the false impression that Tingo Mobile was a 

thriving, multimillion-dollar business when in fact its operations and earnings were fabricated—

causing significant, artificial overvaluation of the companies’ shares and Mmobuosi’s controlling 

stake in them. 

6. Defendants created fake bank statements, falsified general ledgers, and other forged 

and doctored documents and submitted them to their auditors and others to substantiate their 

fabricated financial statements. Defendants also concealed their fraud by buying and registering 

Case 1:23-cv-10928 Document 1 Filed 12/18/23 Page 3 of 72
 

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internet domain names in the names of their made-up suppliers and customers; they then used email 

addresses from these domains to pose as these entities’ representatives in sending company auditors 

confirmation of the entities’ reported balances with Agri-Fintech and Tingo Group. 

7. In early 2023, Mmobuosi replicated the Tingo Mobile fraudulent scheme with a new 

entity, Tingo Foods PLC (“Tingo Foods”), a purported food processor. As with Tingo Mobile, 

Mmobuosi contrived Tingo Foods from thin air—concocting a fictitious business model predicated 

on non-existent customers, backed by forged bank statements and other documents, with a 

corresponding, falsified general ledger. In February 2023, Mmobuosi sold Tingo Foods to Tingo 

Group for more than $200 million, causing Tingo Group to incorporate and report Tingo Foods’ 

fabricated financial results, in addition to Tingo Mobile’s, thereby compounding the fraud. 

8. On June 6, 2023, a research analyst firm published a report asserting that Tingo 

Group was “an exceptionally obvious scam with completely fabricated financials,” and alleging that 

neither Tingo Mobile nor Tingo Foods appeared to have any legitimate operations. Tingo Group’s 

and Agri-Fintech’s share prices fell by 48%, and 81%, respectively, immediately after the report’s 

publication. 

9. Since then, Tingo Group has doubled down on its lies. In the last few months, 

Tingo Group has issued multiple denials of the report, insisting defiantly and contrary to reality, that 

its nonexistent businesses and the fabricated revenues earned from them are legitimate. And in 

September 2023, Tingo Group elevated Mmobuosi to be its co-CEO. 

10. The fraud is continuing. Agri-Fintech and Tingo Group continue to fraudulently 

represent these companies’ fabricated operations as true in their public filings and elsewhere. 

Defendants are still preparing and filing false financial statements, still issuing press releases attesting 

to the accuracy of Tingo Mobile’s and Tingo Foods’ knowingly false financial results, and have been 

withholding information from, and/or providing false information to, the SEC’s staff. 

Case 1:23-cv-10928 Document 1 Filed 12/18/23 Page 4 of 72
 

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11. At the same time, Mmobuosi is reaping millions of dollars in illicit profits both 

through illegal insider sales of large blocks of Agri-Fintech and Tingo Group shares he obtained 

through the mergers he fraudulently induced, and by looting Tingo Group’s assets to fund lavish 

personal expenses. 

12. The Commission is thus seeking emergency relief to prevent Defendants’ continued 

dissemination of materially false information to investors and to protect corporate and investor 

assets from Defendants’ further dissipations. 

VIOLATIONS 

13. Through this conduct and as alleged further here: 

a. Defendant Mmobuosi: violated Section 17(a) of the Securities Act of 1933 

(“Securities Act”) [15 U.S.C. § 77q(a)], Sections 10(b), 13(b)(5), and 16(a) of the Securities 

Exchange Act of 1934 (“Exchange Act”) [15 U.S.C. §§ 78j(b), 78m(b)(5), and 78p(a)], and 

Rules 10b-5, 13a-14, 13b2-1, 13b2-2, and 16a-3 thereunder [17 C.FR. §§ 240.10b-5, 240.13a14, 240.13b2-2, and 240.16a-3], and Section 304(a) of the Sarbanes-Oxley Act of 2002 [15 

U.S.C. § 7243(a)], and, as a control person of Tingo Group, Agri-Fintech and TIH under 

Section 20(a) of the Exchange Act [15 U.S.C. § 78t(a)] is liable for those Defendants’ 

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

C.F.R. § 240.10b-5]; 

b. Defendant Tingo Group has violated, and Defendant Mmobuosi has aided 

and abetted Tingo Group’s violations of, Sections 17(a)(1) and (3) of the Securities Act [15 

U.S.C. § 77q (a)(1), 15 U.S.C. § 77(q)(a)(3)], Sections 10(b) 13(a), 13(b)(2)(A) and 

13(b)(2)(B) of the Exchange Act [15 U.S.C. §§ 78j(b), 78m(a), 78m(b)(2)(A-B)] and 

Exchange Act Rules 10b-5, 12b-20, 13a-1, 13a-11, and 13a-13, thereunder [17 C.F.R. §§ 

240.10b-5, 240.12b-20, 240.13a-1, 240.13a-11, 240.13a-13]; 

Case 1:23-cv-10928 Document 1 Filed 12/18/23 Page 5 of 72
 

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c. Defendant Agri-Fintech has violated, and Defendant Mmobuosi has aided 

and abetted Agri-Fintech’s violations of, Section 17(a) of the Securities Act [15 U.S.C. § 

77q(a)], Sections 10(b), 13(a), 13(b)(2)(A) and 13(b)(2)(B) of the Exchange Act [15 U.S.C. §§ 

78j(b), 78m(a), 78m(b)(2)(A-B)] and Exchange Act Rules 10b-5, 12b-20, 13a-1, 13a-11, and 

13a-13, thereunder [17 C.F.R. §§ 240.10b-5, 240.12b-20, 240.13a-1, 240.13a-11, 240.13a-13]; 

and 

d. Defendant TIH violated, and Defendant Mmobuosi aided and abetted TIH’s 

violations of, Section 17(a) of the Securities Act [15 U.S.C. § 77q (a)], 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]. 

14. 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

15. The Commission brings this action by 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)]. 

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

violating the federal securities laws and rules this Complaint alleges they have violated; (b) ordering 

Defendants to disgorge all ill-gotten gains they received as a result of the violations alleged here and 

to pay prejudgment interest, under Exchange Act Sections 21(d)(3), 21(d)(5), and 21(d)(7) [15 U.S.C. 

§§ 78u(d)(3), 78u(d)(5), and 78u(d)(7)]; (c) ordering Defendants to pay civil money 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, as to Defendant Mmobuosi, Exchange Act Section 21A [15 U.S.C. §78u-1]; (d) 

ordering Defendant Mmobuosi to reimburse Agri-Fintech and Tingo Group for all bonuses, 

Case 1:23-cv-10928 Document 1 Filed 12/18/23 Page 6 of 72
 

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incentive-based and equity based compensation, and profits realized from his stale of Agri-Fintech 

and/or Tingo Group stock under Section 304 of the Sarbanes-Oxley Act of 2002 [15 U.S.C. § 7243]; 

(e) permanently prohibiting Defendant Mmobuosi from serving as an officer or director of any 

company that has a class of securities registered under Exchange Act Section 12 [15 U.S.C. § 78l] or 

that is required to file reports under Exchange Act Section 15(d) [15 U.S.C. § 78o(d)], under 

Securities Act Section 20(e) [15 U.S.C. § 77t(e)] and Exchange Act Section 21(d)(2) [15 U.S.C. 

§ 78u(d)(2)]; (f) permanently prohibiting Defendant Mmobuosi from participating in any offering of 

a penny stock, under Securities Act Section 20(g) [15 U.S.C. § 77t(g)] and Exchange Act Section 

21(d)(6) [15 U.S.C. § 78u(d)(6)]; (g) permanently enjoining Defendant Mmobuosi, directly or 

indirectly, including, but not limited to, through any entity he owns or controls, from participating in 

the issuance, purchase, offer or sale of any security or engaging in activities for the purposes of 

inducing or attempting to induce the purchase or sale of any security; and (h) ordering any other 

relief the Court may deem just and proper. 

17. To maintain the status quo and preserve assets sufficient for Defendants to pay 

disgorgement, prejudgment interest and civil penalties in accordance with any final judgment of this 

Court, the Commission further seeks emergency relief during the pendency of this action including: 

(a) temporarily and preliminary enjoining Defendants from violating the federal securities laws and 

rules this Complaint alleges they have violated; (b) freezing Mmobuosi’s assets; (c) requiring 

Mmobuosi to repatriate funds and other assets now located outside the United States; (d) 

temporarily and preliminarily enjoining Tingo Group, Agri-Fintech Holdings, Inc., and Tingo 

International Holdings, Inc. from directly or indirectly transferring money or property or issuing 

new shares of stock to Mmobuosi, (e) temporarily and preliminarily enjoining Tingo Group, AgriFintech Holdings, Inc., and Tingo International Holdings, Inc. from selling their holdings of Tingo 

Case 1:23-cv-10928 Document 1 Filed 12/18/23 Page 7 of 72
 

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Group Inc. stock; (f) requiring Defendants to provide a verified accounting; and (g) prohibiting 

Defendants from destroying, altering, or concealing documents. 

JURISDICTION AND VENUE

18. This Court has jurisdiction over this action under Securities Act Section 22(a) [15 

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

19. 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. 

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

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. During the relevant period, among other things, AgriFintech’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; Agri-Fintech was headquartered in this District; and the closing of the 

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

DEFENDANTS

21. Mmobuosi, age 45, a resident of London, England, is the co-CEO of Tingo Group, 

the CEO of Agri-Fintech, the CEO of TIH, and the founder of Tingo Mobile and Tingo Foods. 

Before his appointment as co-CEO of Tingo Group, Mmobuosi was CEO of Tingo Group 

Holdings, LLC, a wholly owned subsidiary of Tingo Group that, in turn, owned and managed Tingo 

Group’s African operating subsidiaries, including Tingo Mobile Limited (previously known as Tingo 

Mobile, PLC) and Tingo Foods PLC. 

22. Agri-Fintech, incorporated in Nevada in 2015 and currently headquartered in Utah, 

Case 1:23-cv-10928 Document 1 Filed 12/18/23 Page 8 of 72
 

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purports to be an agri-fintech company. Agri-Fintech was originally incorporated under the name 

iWeb, Inc. (“iWeb”), headquartered in Bangkok, Thailand. Between 2015 and 2021, its business 

sought to provide coding technologies to government and enterprise users in Thailand. In August 

2021, iWeb acquired all the stock of Tingo Mobile from TIH, a private company controlled by 

Mmobuosi, changed its name to Tingo, Inc., and established its headquarters in New York, NY. 

Since August 2021, Mmobuosi has been its CEO and controlling shareholder. In December 2022, 

Tingo, Inc. sold Tingo Mobile to what was then known as MICT, Inc., now known as Tingo Group, 

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. In 2023, Tingo Inc. moved its headquarters to Draper, 

Utah, and, on April 27, 2023, changed its name to Agri-Fintech Holdings, Inc. Agri-Fintech’s 

common stock is registered with the Commission under Section 12(g) of the Exchange Act [15 

U.S.C. §78l(g)] and is quoted on OTC Link, which is operated by OTC Markets Group. 

23. Tingo Group, incorporated in Delaware in 2002 and headquartered New Jersey, 

purports to be a fintech, agri-fintech and food processing and export company. Tingo Group was 

originally incorporated in 2002 under the name Lapis Technologies, Inc. In 2013, it changed its 

name to Micronet Enertec Technologies, and in 2018, it changed its name to MICT, Inc (“MICT”). 

MICT offered stock trading and wealth management services in Singapore and Hong Kong and 

owns controlling interests in several variable interest entities offering insurance services in China. In 

December 2022, MICT acquired Tingo Mobile from Agri-Fintech (then named Tingo, Inc.) through 

a multi-phase forward triangular merger transaction that resulted in the issuance to Agri-Fintech of 

25.8 million shares of Tingo Group common stock, as well as Series A and Series B Tingo Group 

Preferred Stock convertible into another 362 million shares of Tingo Group common stock, which 

is equal to 75% of the common stock of Tingo Group on a fully converted basis. In February 2023, 

MICT acquired all the outstanding share capital of Tingo Foods from Mmobuosi, its sole owner. In 

Case 1:23-cv-10928 Document 1 Filed 12/18/23 Page 9 of 72
 

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February 2023, MICT changed its name to Tingo Group, Inc. Tingo Group’s common stock is 

registered with the Commission under Section 12(g) of the Exchange Act [15 U.S.C. §78l(g)] and is 

traded on the Nasdaq Capital Market under the symbol “TIO.” 

24. TIH, is a Delaware corporation with its principal place of business in Stamford, CT. 

TIH was incorporated in January 2020 to serve as a U.S. holding company for Tingo Mobile. 

Mmobuosi has served as TIH’s CEO since its founding. TIH owned all of Tingo Mobile until it 

sold Tingo Mobile to Agri-Fintech in August 2021. 

OTHER RELEVANT INDIVIDUALS AND ENTITIES

25. Tingo Mobile Limited is a Nigerian corporation purportedly founded by 

Mmobuosi in 2001. Since at least 2019, it has purported to be in the business of leasing mobile 

handsets to farming cooperative associations and other organizations in Africa. In January 2020, 

Tingo Mobile effected a share exchange with TIH, making TIH its sole owner. TIH sold Tingo 

Mobile to Agri-Fintech in August 2021. Agri-Fintech sold Tingo Mobile to Tingo Group in 

December 2022. Tingo Mobile is a wholly owned subsidiary of MICT Fintech Limited — a wholly 

owned subsidiary of Tingo Group Holdings, LLC (“TGH”), which is a wholly owned subsidiary of 

Tingo Group. Tingo Mobile was originally established as Tingo Mobile PLC but was converted to 

Tingo Mobile Limited in November 2022. 

26. Tingo Foods, PLC is a Nigerian corporation founded by Mmobuosi in September 

2022 that purportedly operates in the food processing business. In February 2023, Mmobuosi sold 

Tingo Foods to Tingo Group. Tingo Foods is now a wholly owned subsidiary of TGH — a wholly 

owned subsidiary of Tingo Group. 

Case 1:23-cv-10928 Document 1 Filed 12/18/23 Page 10 of 72
 

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FACTS 

I. BACKGROUND ON TINGO MOBILE 

A. Mmobuosi Founds Tingo Mobile. 

27. Mmobuosi founded Tingo Mobile in 2001 as a private Nigerian company. It 

purports to be in the business of leasing mobile phones to farmers through agreements with farming 

cooperative associations in Nigeria and Ghana. It claims to earn income from leasing hardware (i.e., 

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. 

28. 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. 

B. Mmobuosi Sells Tingo Mobile to TIH. 

29. In June 2019, Mmobuosi began to restructure Tingo Mobile to position it to access 

the U.S. capital markets. In January 2020, Mmobuosi created Tingo International Holdings (“TIH”), 

a Delaware corporation, to serve as Tingo Mobile’s U.S. holding company, and undertook a share 

exchange, effective February 2020, through which TIH became Tingo Mobile’s sole shareholder. 

30. Mmobuosi implemented ostensive corporate governance controls at TIH to meet 

the standards of U.S.-listed companies, including recruiting and constituting a Board of Directors 

with an independent Chair (“Board Chair”) and appointing a new Chief Financial Officer to oversee 

and manage the company’s finances. 

31. In late 2020, Mmobuosi sought to register TIH common stock with the Commission 

and list the company directly on one of the United States’ largest stock exchanges (“Exchange A”). 

Case 1:23-cv-10928 Document 1 Filed 12/18/23 Page 11 of 72
 

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TIH submitted 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—filed a confidential draft 

Form S-1 with the SEC. Its press release stated that TIH’s “public listing is expected to take place 

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

32. Exchange A responded with comments and questions about the submissions in 

TIH’s listing application. TIH shares were never registered, and its listing application was never 

granted.

C. Mmobuosi Sells Tingo Mobile to Agri-Fintech. 

33. In August 2021, after TIH abandoned its efforts to obtain a direct listing, Tingo 

Mobile became a public company 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 TIH. The merged company renamed 

itself Tingo, Inc.—later renamed Agri-Fintech—and made Mmobuosi its CEO, a position he 

continues to hold to this day. Its common stock trades on OTC Link under the symbol TMNA.

34. Tingo Mobile was Agri-Fintech’s sole operating subsidiary from August 2021 

through November 2022. During this time, Tingo Mobile’s reported results of operations were 

consolidated into, and comprised the bulk of, Agri-Fintech’s publicly reported financial and periodic 

statements. 

D. Agri-Fintech Sells Tingo Mobile to Tingo Group. 

35. In December 2022, Agri-Fintech sold Tingo Mobile to MICT, Inc. (“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 AgriCase 1:23-cv-10928 Document 1 Filed 12/18/23 Page 12 of 72
13

Fintech (and, ultimately Agri-Fintech’s shareholders) ownership of 75% of MICT’s outstanding 

common shares. Following the Merger, MICT rebranded itself as Tingo Group, Inc., trading on 

Nasdaq under the symbol “TIO.” 

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

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

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

37. A timeline of the changes to the corporate structure parentage of Tingo Mobile is 

presented in summary form below:

38. Since the December 2022 merger with MICT, Mmobuosi has served as the CEO of 

Tingo Group Holdings, LLC, a wholly owned subsidiary of Tingo Group that, in turn, owns Tingo 

Mobile. In September 2023, Mmobuosi was named Co-CEO of Tingo Group. 

39. Since its sale of Tingo Mobile, Agri-Fintech has not acquired or developed any 

operational businesses; it currently operates as a holding company for its equity interests in Tingo 

Group, providing company shareholders and investors indirect exposure to Tingo Group stock. On 

October 6, 2023, Agri-Fintech announced its intention to liquidate the company and distribute its 

Tingo Group holdings to its shareholders upon its conversion of the Tingo Group preferred shares 

received as a result of the December 2022 merger. 

40. Thus, since the December 2022 merger, Mmobuosi, both personally and as the 

Before February 

2020

• Tingo 

Mobile

(Nigerian Co.)

• Standalone 

private 

company

Feb. 2020 -

Aug. 2021

• TIH

• Private U.S. 

Holding Co.

• 100% owner of 

Tingo Mobile

Aug. 2021 -

Nov. 2022

• TMNA

• Public Co. 

• Traded OTC

• 100% owner of 

Tingo Mobile

Dec. 2022 -

Present

• TIO

• Public Co.

• Listed on 

NASDAQ

• 100% owner of 

Tingo Mobile

Case 1:23-cv-10928 Document 1 Filed 12/18/23 Page 13 of 72
14

principal shareholder of TIH, owns a controlling stake in Agri-Fintech, which, in turn, upon 

conversion of the preferred shares it received as consideration for the December 2022 merger, will 

own 75% of Tingo Group. A chart depicting the current corporate and ownership structure of 

TIH, Agri-Fintech, and Tingo Group and their related entities is presented in summary form below:1

 

II. TINGO MOBILE IS A SHAM. 

41. Tingo Mobile is a fiction. Its purported assets, revenues, expenses, customers and 

suppliers are virtually entirely fabricated. And the public parent companies that have controlled 

Tingo Mobile have been perpetrating an ongoing fraud on investors by publicly reporting and 

certifying as true Tingo Mobile’s falsified financial performance. 

A. Mmobuosi Falsifies Financial Statements for Tingo Mobile. 

42. Beginning in at least 2019, Mmobuosi manufactured false financial statements for 

Tingo Mobile to provide the company with a veneer of legitimacy and success as he positioned it for 

1 Some intermediate or subsidiary entities have been excluded for ease of presentation. 

Case 1:23-cv-10928 Document 1 Filed 12/18/23 Page 14 of 72
 

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a public listing on the U.S. markets. 

43. Between June 2019 and September 2020, Mmobuosi prepared or caused to be 

prepared a series of fabricated “audited” financial statements for Tingo Mobile’s fiscal years 2016-

2019, as well as unaudited statements for the first quarter of 2020. (Tingo Mobile’s fiscal year ended 

on June 30 at the time). 

44. For example, on June 12, 2019, Mmobuosi sent to TIH’s Board Naira-denominated 

(ଂ) financial statements for Tingo Mobile covering the fiscal years 2016-2018 that were supposedly 

“audited” by a Nigerian chartered accounting firm, “Auditor A” (“Auditor A Statements”): 

a. For FY 2016, the Auditor A Statements reported profits of about ଂ10.6 

billion (around $33 million) on revenues of around ଂ80.4 billion (about $251 million), and a 

cash balance of over ଂ129 million (about $402,000).2

b. For FY 2017, the Auditor A Statements reported profits of about ଂ27.6 

billion (about $81 million) on revenues of around ଂ126 billion (about $371 million), and a 

cash balance of over ଂ111 million (about $327,000). 

c. For FY 2018, the Auditor A Statements reported profits of around ଂ30 

billion (about $83 million) on revenues of over ଂ130 billion (about $362 million), and a cash 

balance of over ଂ435 million (about $1.2 million). 

45. These numbers were made up whole cloth, and did not reflect Tingo Mobile’s actual 

revenues, profits or cash balances, which at the time were negligible. Statements from Tingo 

Mobile’s operating bank account during this period show cash balances of (i) negative ଂ5,272.01 

(around negative $15.82) as of June 30, 2017, and (ii) ଂ5,544.39 (around $16.63) as of June 30, 2018 

2 These figures presented in the financial statements were denominated in Nigerian Naira. For ease of reference, USDequivalent figures are provided based on the average Naira-USD exchange rate in effect between July 1, 2016 and 

September 30, 2019 of 0.0030 Naira to 1 USD. 

Case 1:23-cv-10928 Document 1 Filed 12/18/23 Page 15 of 72
 

16 

and June 30, 2019, with no transactions whatsoever between May 31, 2018 and December 31, 2019. 

46. Mmobuosi signed each of these above-referenced, full-year Auditor A Statements. 

Each statement also contained an independent audit report bearing the signature of a supposedly 

chartered accountant from Auditor A. These financials were not audited or reviewed by Auditor A, 

or any auditing firm, and the signature was a forgery, as Mmobuosi knew. 

47. Between December 27, 2019 and January 3, 2020, Mmobuosi sent new and revised 

sets of financial statements to the Board Chair, covering the same periods as well as Tingo Mobile’s 

2019 fiscal year and the first three months of its 2020 fiscal year. Like the statements described 

above, these statements reported fabricated numbers bearing no semblance to Tingo Mobile’s actual 

financial condition. 

48. On December 27, 2019, Mmobuosi sent the Board Chair a new financial statement 

covering Tingo Mobile’s FY 2016 (July 1, 2015 through June 30, 2016) which was purportedly 

audited by an independent auditor, “Auditor B” (“Auditor B Statement”)—a different auditor than 

the auditor identified on the Auditor A Statements circulated just six months earlier. As with the 

Auditor A Statements, the Auditor B Statement was not actually audited or reviewed by Auditor B, 

or any other auditing or accounting firm. In fact, “Auditor B” was not even an auditor: the 

company name Mmobuosi listed as having audited the statement (referred to here as “Auditor B”) 

was the name of a Nigerian energy company, and not an accounting firm. 

49. The Auditor B Statement reported every financial metric on the “Statement of 

comprehensive income and retained earnings” for FY 2016 as a negative number, including revenue 

of around negative ଂ8.2 million (about negative $25 thousand) and a net loss of around negative 

ଂ15.5 million (about negative $48.2 thousand). 

50. A week later, on January 3, 2020, Mmobuosi sent the Board Chair four additional 

financial statements covering the periods July 1, 2016 through September 2019, each of which was 

Case 1:23-cv-10928 Document 1 Filed 12/18/23 Page 16 of 72
 

17 

purportedly audited by still another Nigerian chartered accountant, “Auditor C” (“Auditor C 

Statements”). These Auditor C Statements reported revenue, profits and cash (and cash equivalents) 

as follows: 

FY (End 

June 30) 

Reported 

Revenue 

Reported 

Profit 

Reported 

Cash & 

Equivalents 

Actual Cash & 

Equivalents 

FY 2017 ଂ80,389,231,000 

$251,216,000 

ଂ10,555,137,000 

$32,985,000 

ଂ128,692,000 

$402,000 

-ଂ5,272.01 

-$15.53 

FY 2018 ଂ126,234,098,000 

$371,277,000 

ଂ27,570,736,000 

$81,090,000 

ଂ111,319,000 

$327,000 

ଂ5,544.39

$15.40 

FY 2019 ଂ130,180,406,000 

$361,612,000 

ଂ30,007,451,000 

$83,354,000 

ଂ435,370,000 

$1,209,000 

ଂ5,544.39

$15.40

3-Mo. Ending 

Sept. 30, 2019 

ଂ143,198,446,000 

$429,595,338 

ଂ33,008,196,000 

$99,024,588 

ଂ478,907,000 

$1,436,721 

ଂ5,544.39

$15.40

51. These statements, also signed by Mmobuosi, were not audited or reviewed by 

Auditor C, or any auditing firm, and the signatures of Auditor C were forged, as Mmobuosi knew. 

52. Between August and November 2020, in anticipation of filing TIH’s draft 

confidential registration statement with the Commission and applying for a direct listing on 

Exchange A, Mmobuosi produced to the Board Chair yet another set of false financial statements 

for Tingo Mobile—this time dollar-denominated—covering the years 2017, 2018 and 2019, and 

using December 31 as fiscal year-end. This time, the financial statements were purportedly audited 

by a PCAOB-registered auditor, Auditor D (“Auditor D Statements”). 

53. These financial statements differed substantially and in significant ways from the 

three prior sets of financial statements—the Auditor A Statements, Auditor B Statement, and 

Auditor C Statements—provided to the Board Chair over the months before. As well, like the 

previous statements, the Auditor D Statements were massively discrepant from Tingo Mobile’s 

actual, and effectively dormant, financial position—reporting revenue, profits and cash (and cash 

equivalents) as follows: 

Case 1:23-cv-10928 Document 1 Filed 12/18/23 Page 17 of 72
 

18 

FY (End 

Dec. 31) 

Reported 

Revenue 

Reported 

Profit 

Reported Cash 

& Equivalents 

Actual Cash & 

Equivalents 

FY 2017 $302,224,136 $53,071,396 $45,111,995 ଂ5,651.30 

$16.64 

FY 2018 $517,788,064 $90,240,964 $138,280,904 ଂ5,544.39 

$16.63 

FY 2019 $520,894,518 $91,532,074 $221,740,745 ଂ5,544.39 

$16.63

54. In sum, between June 2019 and November 2020, Mmobuosi knowingly or recklessly 

provided the Board Chair with four sets of ostensibly audited financial statements for Tingo Mobile 

prepared by four different chartered accountants or auditors, and which contained radically different 

financial metrics from each other, including cash balances that reflected nothing close to Tingo 

Mobile’s actual cash balances. 

(i) Mmobuosi Obstructs the TIH Board’s Review of Tingo Mobile’s 

Financials. 

55. Following receipt of these financials, the Board Chair followed up with several 

questions about the inconsistencies among and between the various statements he had received, as 

well as the underlying support for the numbers they reported. Mmobuosi repeatedly obfuscated, 

denying the Board Chair access to basic information necessary to evaluate the veracity of these 

financials and verify Tingo Mobile’s functioning as an actual, operational enterprise. 

56. For example, the Board Chair requested to see a sample Tingo Mobile phone and the 

proprietary Tingo Mobile software that supposedly ran on such phones. Despite Tingo Mobile 

purportedly providing mobile handsets to over nine million farmers, Mmobuosi never provided one 

to the Board Chair for validation. 

57. Mmobuosi denied the Board Chair access to any Tingo Mobile staff, refusing the 

Board Chair’s repeated requests to meet with operational division heads and other purported 

members of management to learn more about, and to verify, the company’s operations. Mmobuosi 

insisted that he be the Board’s sole point of contact for company-related information. 

Case 1:23-cv-10928 Document 1 Filed 12/18/23 Page 18 of 72
19

58. Mmobuosi also refused to provide the Board Chair full-period bank statements 

underlying the reported cash balances in the company’s financial statements. Instead, Mmobuosi 

insisted that the Board Chair accept only a single, cover page from a purported statement from the 

Nigerian bank where Tingo Mobile then maintained its primary operating account. 

59. This one-page screenshot of a document was a transparent forgery—crudely 

doctored by super-imposing zeroes onto the listed credits and debits of Tingo Mobile’s real bank 

statements to make the millions of Naira deposited or withdrawn into the account appear to be 

hundreds of billions of Naira. Below are images of the doctored bank statement cover page that 

Mmobuosi sent the Board Chair (top) compared against a cover page from Tingo Mobile’s actual 

bank statement at the time:

Fake Statement

Case 1:23-cv-10928 Document 1 Filed 12/18/23 Page 19 of 72
20

Real Statement

B. Mmobuosi Falsifies Financial Statements for TIH. 

60. Over the summer of 2020, in anticipation of filing TIH’s draft confidential 

registration statement with the Commission and applying for a direct listing on Exchange A, 

Mmobuosi knowingly or recklessly directed the preparation of dollar-denominated financial 

statements for the first half of 2020 for TIH, which, by then, was Tingo Mobile’s sole shareholder 

and had consolidated Tingo Mobile’s financials. 

61. The half-year TIH financial statement was purportedly reviewed by Auditor D, the 

same PCAOB-registered auditor that supposedly audited the most recent set of Tingo Mobile 

financial statements, described in paragraphs 52 and 53 above. 

62. On September 2, 2020, Mmobuosi sent the Board Chair a draft of TIH’s 

consolidated audited financial statements supposedly prepared by Auditor D for the first half of FY 

2020. This draft reported significant revenues ($574,519,267) and cash balances ($220,144,755) for 

TIH, but also reported substantial net losses, with the company reportedly losing $145,246,480 in 

just the first six months of its fiscal year. 

Case 1:23-cv-10928 Document 1 Filed 12/18/23 Page 20 of 72
 

21 

63. Members of TIH’s Board, including the Board Chair, raised concerns about the 

apparent material change in the bottom-line performance of Tingo Mobile and TIH. In response, 

Mmobuosi stated that the financial statement he circulated on September 2, 2020 had not been 

reviewed or authorized to be released by Auditor D, and had not even been reviewed by TIH’s 

Chief Financial Officer (“TIH CFO”). 

64. Two weeks later, on September 16, 2020, Mmobuosi sent the Board Chair a revised 

version of TIH’s consolidated audited financial statements, accompanied by a “Report of 

Independent Registered Public Accounting Firm” signed by a representative of Auditor D (“Auditor 

D TIH Statements”). This time, instead of a significant net loss, TIH’s financial statements showed 

a net profit of $126,331,360 (a difference of $271,577,839 compared to the prior version), but no 

change in the reported revenue and $160 million less cash-on-hand (now stated as $60,144,755). No 

explanation was provided to the Board Chair for the radically different profit and cash figures 

presented just two weeks apart. A final version of the Auditor D TIH Statements was circulated to 

the Board Chair on November 4, 2020, reflecting additional multi-million dollar changes in the 

reported metrics. 

65. Despite the millions of dollars that Mmobuosi reported being deposited and housed 

in Tingo Mobile’s bank account at any given time, Tingo Mobile and TIH consistently struggled to 

pay even basic bills. The companies routinely defaulted, or were significantly delinquent, on their 

obligations to company staff and service providers, including TIH’s transfer agent, lawyers and 

accountants. The disconnect between the company’s claimed cash position and its inability to meet 

its routine payment obligations prompted the Board Chair to write to another TIH Audit 

Committee member: “why is there a lack of funds given the company history and reported revenues 

and what is potentially being covered up? ... The many financial statements and one alleged bank 

statement I have received for the past year have never indicated a problem with cash in Nigeria. 

Case 1:23-cv-10928 Document 1 Filed 12/18/23 Page 21 of 72
 

22 

Something is not right.” 

66. On September 18, 2020, two days after Mmobuosi circulated the Auditor D TIH 

Statement and after having served just three months in the role, TIH’s CFO resigned, citing “the 

inability of the company to pay my monthly remuneration and the absence of the necessary tools 

and information required to effectively discharge my duties” as the bases. 

(i) Mmobuosi Obstructs the TIH Board’s Review of TIH’s Financials 

67. During this time, Mmobuosi continued to stymie independent oversight efforts over 

TIH reporting. For example, in September 2020, the Board Chair called Auditor D to find out 

about the audit procedures it used, and underlying supporting materials it obtained, in opining on 

TIH’s financial statements. Auditor D refused to provide any information and referred the Board 

Chair’s questions to Mmobuosi. Mmobuosi then immediately called the Board Chair directly, 

demanding he never reach out to TIH’s auditors again and that he leave all future interactions with 

TIH’s auditors to management. 

68. Mmobuosi ignored or disregarded repeated requests from TIH’s Audit Committee 

for basic information necessary to their oversight of TIH’s financial reporting. Among the 

information requested by TIH’s Audit Committee were: (i) information on the job functions and 

compensation of key employees; (ii) reports from each department head regarding operational 

changes or problem areas for TIH; (iii) a detailed description of the internal accounting processes 

and procedures; (iv) a list of all company bank accounts and individuals with signature authority; (v) 

a description of all outside service providers utilized by the company; and (vi) a formal presentation 

by TIH’s CFO of the Company’s financial statements and by Auditor D for the basis for its audit 

opinion. Mmobuosi never provided any of this data to TIH’s Audit Committee, nor did he make 

Auditor D available to present TIH’s financial reports to TIH’s Audit Committee. 

69. Mmobuosi also continued to resist providing the Board or its Audit Committee fullCase 1:23-cv-10928 Document 1 Filed 12/18/23 Page 22 of 72
 

23 

period bank statements to support Tingo Mobile’s reported cash balances despite repeated requests. 

In early 2021, the Board Chair demanded supporting details for the company’s cash balances. When 

his request went unheeded, the Board’s Chair messaged Mmobuosi: “it is also time for [Tingo 

Mobile’s controller] to stop playing hide and seek with the bank account information. A list of 

Tingo Mobile PLC bank accounts, bank balances, copies of the 12/31/2020 bank statements and 

signatories on each account was specifically requested by the Audit Committee at its last meeting .... 

This is not an optional request.” 

70. Mmobuosi refused. He insisted that no parties outside Tingo Mobile’s accounting 

department other than Tingo Mobile’s auditors—neither the Board nor even TIH’s then-CFO—

could see Tingo Mobile’s bank statements. He wrote the Board Chairman: “we are not going to 

release our bank statements out, unless to our auditors. Pls note that auditors will confirm to the 

CFO all they have gotten from our accounts team .... I strongly encourage you to understand that I 

know exactly what I’m doing here.” He demanded that the Audit Committee accept instead a 

representation from the auditor that it had verified the bank account balances to its satisfaction. 

71. Mmobuosi never provided the Board Chair or the TIH Audit Committee with the 

requested, underlying bank statements. 

72. Despite the Board’s outstanding and unanswered questions, Mmobuosi knowingly or 

recklessly caused TIH to preliminarily pursue a direct listing on Exchange A. On September 30, 

2020, at Mmobuosi’s direction, TIH submitted a direct listing application to Nasdaq containing the 

Auditor D TIH Statement. 

73. Mmobuosi assuaged the Board Chair’s concerns by telling the Board Chair that he 

had engaged a U.S.-based, PCAOB-registered, and nationally recognized accounting firm to audit 

TIH’s consolidated financial statements pending regulatory review of TIH’s listing application and 

registration statement. Mmobuosi assured the Board Chair that this accounting firm (i) was on 

Case 1:23-cv-10928 Document 1 Filed 12/18/23 Page 23 of 72
 

24 

board, available, and able to help respond to regulators’ questions arising out of the listing 

application’s and registration statements’ review processes; and (ii) would complete a full audit of 

TIH’s financials before TIH achieved a listing on any U.S. markets and report to TIH’s Audit 

Committee. Despite Mmobuosi’s repeated promises that this firm’s work was underway, neither the 

Board Chair nor the TIH Audit Committee ever received any work product from the firm. 

74. In addition to TIH’s Board, Mmobuosi also kept TIH management in the dark. 

TIH’s Chief Technology Officer (“CTO”)—whom Mmobuosi hired to develop and modernize 

Tingo Mobile’s software systems, data platforms, and websites—was routinely frustrated by 

Mmobuosi's enforced compartmentalization of his work assignments, his constant inability to pay 

the salaries of the CTO and his staff, and his failure to pay basic bills for integral services like 

domain hosting fees. Despite the CTO's requests, Mmobuosi kept the CTO siloed and restricted his 

access to, and visibility into, basic infrastructure and information the CTO and his developers 

required to perform their functions. For example, Mmobuosi never provided the CTO an actual 

Tingo Mobile phone which would host applications being designed by the CTO and his team. The 

CTO also grew concerned because he failed to observe evidence to support Tingo Mobile's claims 

that it maintained a userbase of more than 9 million farmers, and because Mmobuosi’s persistent 

inability to pay his and his staff’s salaries was discordant with his company’s claimed financial 

success. 

C. Mmobuosi and TIH Use the Fraudulent Financials to Go Public. 

75. In mid-2021, TIH abandoned its direct listing efforts and pursued an alternative 

course: seeking a listing through a reverse merger with an already-public company. 

76. In July 2021, capitalizing on the false success of Tingo Mobile depicted by the phony 

financials he had created, Mmobuosi knowingly or recklessly induced Agri-Fintech’s agreement to 

acquire Tingo Mobile at a $3.7 billion valuation—a vastly inflated figure nowhere near matching 

Case 1:23-cv-10928 Document 1 Filed 12/18/23 Page 24 of 72
 

25 

Tingo Mobile’s true financial condition—fraudulently procuring for TIH (and derivatively, himself) 

a controlling stake in, and nearly one billion shares of, Agri-Fintech stock. 

77. On July 30, 2021, in a press release announcing the agreement, Agri-Fintech touted 

that TIH “has posted a total revenue figure of $616 million dollars in 2020” and that iWeb was 

“confident that these figures will be exceeded going forward ....” The press release also emphasized 

that Tingo Mobile had “over 9 million subscribers and has supplied almost 30 million devices since 

2014.” 

78. The merger was approved by TIH without convening a Board meeting and over the 

objection of the Board Chair and the other member of the TIH Audit Committee. Upon 

announcement of the TIH/Agri-Fintech merger agreement, the Board Chair and the other TIH 

Audit Committee member resigned from TIH’s Board. 

79. Around the same time, TIH’s CTO also resigned both because he had not been paid, 

and because of reservations about association with Tingo Mobile as a public U.S. company given the 

absence of evidence he had been provided to substantiate its claimed revenue and customer base. 

80. The merger closed in August 2021. In the August 19, 2021 press release announcing 

completion of the merger, Mmobuosi stated: “This merger represents international recognition and 

validation of the hard work and dedication of my team and I in building Tingo to the outstanding 

business we are today. Through the years we have continued to support our customers across the 

entire agricultural value chain by creating an ecosystem which provides access to technology, digital 

financial services, agri-produce trading and distribution in Nigeria.. . . This merger provides us with 

access to global debt and equity capital markets which will allow us to scale our proven model to 

support other countries across Africa.” 

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26 

D. Mmobuosi Continues to Falsify Tingo Mobile’s Business After Going Public. 

81. Since becoming a subsidiary of a public company in August 2021, Tingo Mobile’s 

finances and operations have become subject to periodic reporting requirements and attendant 

review by U.S.-based independent auditors. 

82. In response to the added scrutiny on Tingo Mobile’s finances by auditors and 

investors, Mmobuosi and Tingo Mobile have resorted to increasingly elaborate forgeries and 

deceptions to bolster the fiction they created and to conceal their fraud. To evade detection of their 

falsification of virtually their entire business, Mmobuosi, with other Tingo Mobile employees acting 

at his direction, has conspired to create fictitious bank statements, a falsified general ledger, phony 

contracts and invoices, and impersonated nonexistent customers and suppliers, as detailed below:

(i) Tingo Mobile’s Fake Bank Statements and General Ledger. 

83. To preserve the pretense of a real and thriving enterprise, the Defendants created 

fictitious bank records purportedly showing billions of dollars in debits and credits through Tingo 

Mobile that appear nowhere in the actual bank statements.

84. For example, for the 2021 calendar year, Tingo Mobile’s actual statement for its 

primary operating bank account—which was not even opened until February 2021—shows (a) a 

ଂ50,000 opening balance (around $120) (b) total debits of around ଂ342 million (about $828,000), 

(c) total credits of around ଂ344 million (about $833,000), and (d) a closing balance of ଂ1.6 million 

(less than $4,000), as shown in the following: 

[Intentionally left blank]

Case 1:23-cv-10928 Document 1 Filed 12/18/23 Page 26 of 72
27

85. By contrast, the fictitious bank statement for the same Tingo Mobile account for the 

2021 calendar year provided to Agri-Fintech’s and Tingo Group’s auditors shows (a) an opening 

balance of nearly ଂ11 billion (around $26.7 million), (b) total debits of around ଂ360 billion (around 

$872.8 million), (c) total credits of nearly ଂ400 billion (around $969.7 million), and (d) a closing 

balance of over ଂ53 billion (around $128.5 million), as shown in the following: 

Case 1:23-cv-10928 Document 1 Filed 12/18/23 Page 27 of 72
 

28 

86. Similar fictitious bank statements were manufactured by Tingo Mobile to falsify its 

cash balances to auditors in subsequent periods. The tables below show a comparison between 

Tingo Mobile’s fake bank statements and its actual bank statements for the same bank account for 

the 2022 calendar year and the first five months of 2023: 

2022 Fictitious Bank 

Records 

Actual Bank 

Records 

Difference Percentage 

Overstated 

Opening 

Balance 

ଂ53,093,956,140.72 

$125,221,594.67 

ଂ1,646,632.35 

$3,882.02 

ଂ53,092,309,508.37 

$125,220,017.65 

3,224,297% 

Credits ଂ686,117,076,398.43 

$1,618,200,651.88 

ଂ1,210,870,683.59 

$2,854,686.37 

ଂ684,906,205,714.84 

$1,615,345,965.51 

56,563% 

Debits ଂ651,874,334,027.49 

$1,537,439,467.05 

ଂ1,212,511,682.97 

$2,858,555.11 

ଂ650,661,822,344.52 

$1,534,580,911.94 

53,662% 

Closing 

Balance 

ଂ87,336,698,511.66 

$206,053,534.23 

ଂ5,632.97 

$13.28

ଂ87,336,692,878.69 

$206,053,520.95 

1,550,455,495% 

2023 

(Jan-May) 

Fictitious Bank 

Records 

Actual Bank 

Records 

Difference Percentage 

Overstated 

Opening 

Balance 

ଂ87,336,698,511.66 

$194,926,233

ଂ5,632.97 

$13

ଂ87,336,692,878.69 

$194,926,220

1,550,455,495% 

Credits ଂ269,428,335,477.68 

$584,773,051

ଂ68,633,164.72 

$148,963

ଂ269,359,702,312.96 

$584,624,088

392,463% 

Debits ଂ352,925,292,972.29 

$65,996,642

ଂ68,629,851.91 

$148,956

ଂ352,856,663,120.38 

$765,847,686

514,145% 

Closing 

Balance 

ଂ3,839,741,017.05 

$8,311,128

ଂ8,945.78 

$19

ଂ3,839,732,071.27 

$8,311,108

42,922,273% 

87. Tingo Mobile also produced and provided its parent company auditors monthly 

account statements from a fixed deposit account purportedly held at the same bank showing 

balances from $24,096,933.50 in January 2022 to $489,000,246.56 in March 2023. Documents 

produced by the bank confirm that there is no—and has never been—a fixed deposit account for 

Tingo Mobile. 

88. Defendants also prepared a fictitious general ledger to support these fabricated bank 

balances, with journal entries corresponding to the made-up deposits and withdrawals in their forged 

bank statements, as well as false invoices, remittances and contracts to lend further credibility to 

Case 1:23-cv-10928 Document 1 Filed 12/18/23 Page 28 of 72
 

29 

their forged bank statements. 

89. Agri-Fintech and Tingo Group used these bank statements, ledgers, and other forged 

supporting material as audit evidence to convince their auditors—and ultimately portray to investors 

in their periodic filings and other communications—that Tingo Mobile was a thriving business, 

sourcing millions of mobile handsets from phone suppliers and re-selling or leasing them to a 

massive customer base using proprietary, pre-installed Tingo Mobile data packages and applications. 

90. In reality, virtually no component of this claimed business was real. The false 

expenses contained in the bank accounts represent billions of dollars’ worth of purchases of 

handsets that Tingo Mobile has never made. And the false receipts represent sales of these neveracquired handsets (and the applications supposedly run on them) to customers who do not exist. 

(ii) Tingo Mobile’s Supposed Phone Suppliers 

(a) “UGC” 

91. For example, Tingo Mobile and/or its public corporate parents (Agri-Fintech and 

Tingo Group) have stated publicly that Tingo Mobile’s principal phone supplier is a company 

named some iteration of “UGC Technologies” (“UGC”). Tingo Mobile and/or its corporate 

parents have used multiple different names in referring to this supposed entity over the past four 

years. Tingo Mobile’s audited financial statements for FY 2019 identified the entity as “UGC 

Technologies China.” Agri-Fintech’s Form 10-K/A for its 2021 fiscal year referred to it as “UGC 

Technologies Group.” Tingo Group’s Form 10-K for its 2022 calendar year described it as “UGC 

Technologies Company.” And a press release issued by Tingo Group on August 30, 2023, 

purporting to clarify the matter stated that the supplier was called “UGC Technologies Limited.” 

92. Tingo Mobile’s actual bank statements show that Tingo Mobile has never made a 

single payment to any “UGC,” under any of these names or any other variant of it. 

93. By contrast, Tingo Mobile’s fake bank statements and fraudulent general ledger—

Case 1:23-cv-10928 Document 1 Filed 12/18/23 Page 29 of 72
 

30 

provided to Agri-Fintech’s and Tingo Group’s auditors—reflect over $1.5 billion in payments to 

UGC between January 2021 and May 2023, including over $750 million in 2022 alone. 

94. Together with the bank statements and general ledger, Tingo Mobile executives also 

created fake and backdated purchase agreements (alternatively referring to UGC as “UGC 

Technologies Limited” or “UGC Technologies Company”) to validate falsely the existence of its 

purported relationship with UGC. The purported contracts include (a) a December 2, 2020 contract 

to buy 12,264,000 handsets for a purchase price of $1.494 billion; (b) a November 2022 contract to 

buy 200,000 handsets for a purchase price of $35.4 million; and (c) a May 2023 contract to buy 

6,000,000 handsets for a purchase price of $1.08 billion—each signed by Mmobuosi. Defendants 

created and sent false invoices, delivery notes and remittance advices to auditors and others to 

substantiate these purported payments to UGC—which, as noted in paragraph 92 above, appear 

nowhere in Tingo Mobile’s authentic, actual bank statements. 

95. In furtherance of their efforts to deceive its parent company’s auditors and conceal 

Tingo Mobile’s fraud, on February 26, 2022, Tingo Mobile executives purchased and created the 

domain name “@ugctechnologies.” Two days later, on March 1, 2022, an email address from that 

domain name sent a confirmation to Agri-Fintech’s then-auditor, affirming UGC’s role as a handset 

supplier to Tingo Mobile, and confirming a reported outstanding balance owed to it as a result, 

writing “Please be advised that at 31st December, we are being owe [sic] the sum of 311,687,340,000 

Naira [approximately $810 million].” As noted, Tingo Mobile’s actual bank statements do not 

reflect any payments to UGC at any time either before or after this communication, much less the 

$810 million balance this email purported to be owed and outstanding. 

(b) Supplier A. 

96. Tingo Group publicly disclosed in its Form 10-K filed with the Commission on 

March 31, 2023 that its only other mobile phone supplier besides UGC was a Reading, U.K.-based 

Case 1:23-cv-10928 Document 1 Filed 12/18/23 Page 30 of 72
 

31 

phone manufacturer and supplier, “Supplier A.”

97. In or around January 2022, Tingo Mobile entered into a distribution contract with 

Supplier A — a real company legitimately in the business of supplying branded cellular phones. 

Under the distribution agreement, Tingo Mobile agreed to buy at least 100,000 handsets from 

Supplier A for distribution to its customers. 

98. Tingo Mobile’s fictitious bank statements report that Tingo Mobile paid out around 

$61.4 million in expenses to Supplier A from its Africa-based bank account over the course of 2022. 

Corresponding journal entries in Tingo Mobile’s fake general ledger reported that these were 

payments for 287,508 cellular phones. 

99. But Tingo Mobile’s actual bank statements show that Tingo Mobile never made any 

payments to Supplier A from its Africa-based account. Although Supplier A invoiced Tingo 

Mobile’s then-parent (Agri-Fintech), for multiple phone orders—including an $80 million order for 

purchase and delivery of 400,000 phones in November 2022—Supplier A only ever received a single 

payment (not from Tingo Mobile’s African-based bank account, but from a U.S.-based account of 

an affiliate) for $162,000 on November 7, 2022. 

100. To this day, Supplier A has never delivered a single phone to Tingo Mobile. 

(iii) Tingo Mobile’s Supposed Device Sale and Leasing Customers. 

101. Since at least 2019, Tingo Mobile (and its parent companies) have publicly claimed 

that the bulk of its subscriber base—9.3 million farmers—has resulted from its ongoing partnerships 

with two Nigerian farming cooperatives. An August 2023 Tingo Group press release identified 

these cooperatives as (i) Ailoje Royal Farmers Multipurpose Cooperative (“Ailoje”), which 

purportedly leased 4.844 million handsets for its farmer members, and (ii) and the Kebbi MultiPurpose Cooperative Society (“Kebbi”), which purportedly leased another 4.5 million for its 

members. Through its supposed dealings with these cooperatives, Tingo Mobile has reportedly 

Case 1:23-cv-10928 Document 1 Filed 12/18/23 Page 31 of 72
 

32 

provided millions of devices to these two customer cooperatives under successively renewed threeyear or twelve-month leasing contracts. 

102. Tingo’s fictitious bank statements and ledgers—which were provided to AgriFintech’s and later Tingo Group’s auditors and incorporated into to Agri-Fintech’s and Tingo 

Group’s publicly-filed financial statements—report Tingo Mobile’s receipt of over $1 billion in lease 

payments from these cooperatives. 

103. Tingo Mobile’s actual bank statements do not reflect any payments from either 

Ailoje or Kebbi. 

104. The fictitious bank statements and ledgers Tingo Mobile provided to Agri-Fintech’s 

and Tingo Group’s auditors reported several sizeable handset sales and leasing payments from other, 

supposed cooperatives in Africa between 2021 and 2023, including: (i) the Nigerian Police Force 

Cooperative Society (“Nigerian Police”) (around $600 million) (ii) the All Farmers Association of 

Nigeria (“AFAN”) (around $4.2 million); and (iii) the Ashanti Investment Trust (“Ashanti”) (around 

$3.8 million). 

105. These figures, likewise, reflect a marked discrepancy from the payments reported 

from these cooperatives in Tingo Mobile’s actual bank statements, which show that Tingo Mobile 

has never received any payments from these purported cooperatives. 

106. Between 2022 and 2023, Tingo Mobile employees created and registered domain 

names for each of the above-referenced cooperatives with a domain name registrar—including 

“@ailojeroyalcoop.com.” (Ailoje), “@kebbimultipurposecoop.com.” (Kebbi), 

“@npfcoopsociety.com.” (Nigerian Police), “@afanng.com” (AFAN), and 

“@ashantiinvestmentstrust.com” (Ashanti). 

107. Email addresses associated with these Tingo Mobile-registered domain names were 

used to provide false confirmations to Agri-Fintech’s and Tingo Group’s auditors of the existing 

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33 

business relationships the cooperatives maintained with Tingo Mobile, and the reported outstanding 

balances each owed to Tingo Mobile under them. 

(iii) Tingo Mobile’s Supposed “Nwassa” Revenues. 

108. In addition to revenues from hardware sales and leasing, Tingo Mobile and its parent 

companies also claimed to generate profits from farmers’ use of its pre-installed, proprietary 

“Nwassa” software on its branded phones, which purportedly facilitated agri-business by enabling 

farmers to access the markets directly, without middlemen. 

109. Tingo Mobile employees told Tingo Group’s auditors that revenues from its 

customers’ use of this platform were received, processed and recorded in its bank statements 

through its payment gateway, “Paystack.” 

110. Tingo’s fictitious bank statements and general ledger reflect Tingo’s receipt of about 

$245 million from “Internal Transfers – Paystack” during 2021 and $641 million from “Paystack 

Airtel” during 2022, supposedly reflecting income earned from its Nwassa business. 

111. Tingo’s actual bank statements do not reflect any payments received from Paystack 

or Paystack Airtel. 

E. Mmobuosi Replicates the Tingo Mobile Fraud with a New Company, Tingo 

Foods. 

112. Mmobuosi founded Tingo Foods in September 2022. Its claimed business is food 

processing. Tingo Foods purports to acquire raw crops from Nigerian farmers and process them 

into finished food products. Tingo Foods does not portend to process food itself, but claims to 

outsource its food processing operations to certain third parties, while it functions as an 

intermediary between farming cooperative food producers and independent, third-party food 

processors. 

113. Mmobuosi personally sold Tingo Foods to Tingo Group in February 2023 in 

exchange for a $204 million, two-year promissory note carrying a 5% interest rate. 

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34 

114. As with Tingo Mobile, Tingo Foods is an elaborate fiction. Mmobuosi has 

knowingly or recklessly reproduced the Tingo Mobile fraudulent scheme through a different 

vehicle—inventing transactions, revenues and expenses out of thin air and manufacturing fake bank 

statements and ledgers to mask his deceptions. 

115. Under Mmobuosi’s direction, Tingo Foods provided fictitious operating bank 

account statements to Tingo Group’s auditors, and to potential investors, which show that between 

September 1 and December 31, 2022—the first four months of the new company’s purported 

operations—Tingo Foods received deposits over ଂ250 billion (around $556 million), made 

withdrawals of upwards of ଂ226 billion (around $503 million), and carried a cash balance of ଂ24.6 

billion (around $54.7 million) as of year-end 2022. 

116. In its post-acquisition Form 8-K/A dated April 27, 2023, Tingo Group highlighted 

the figures contained in these purported bank account statements, reporting that Tingo Foods had 

generated more than $400 million in revenues in the first four months of its operations and had cash 

and cash equivalents as of year-end 2022 of $54.7 million—matching the fictitious bank records. An 

appended press release quoted Mmobuosi as saying that he was proud of “establishing and growing 

Tingo Foods to be a sizeable and profitable business in such a short space of time, as demonstrated 

by today’s audited results.” 

117. Fictitious bank statements for Tingo Foods’ operating bank account covering 

subsequent periods, including after Tingo Group’s acquisition of Tingo Foods, reflect similar 

largesse: in the quarter ending March 31, 2023, Tingo Food’s doctored bank statements reflect total 

debits of ଂ135.2 billion (around $277.1 million), total credits of ଂ146.1 billion (around $303.1 

million), and a cash balance of ଂ35.5 billion (around $79.9 million) as of March 31, 2023. 

118. Tingo Foods’ actual bank statements produced by the bank itself—which bear the 

exact same account number as the fictitious bank statements Tingo Foods provided its auditors and 

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35 

others—show that Tingo Foods did not even open its operating bank account until February 2023. 

119. From March through September 2023, Tingo Foods has maintained a balance of 

around ଂ50,000 (about $100), and, as of September 15, 2023, had only ever made three transactions, 

withdrawing a total of about $20. 

IV. AGRI-FINTECH’S MATERIALLY FALSE PUBLIC STATEMENTS 

120. From August 2021 through November 2022, Tingo Mobile’s fictitious transactions 

and records were incorporated into the books and records of Agri-Fintech and reported in AgriFintech’s publicly-disclosed financial statements. As a result of the conduct described in paragraphs 

41 through 111, Agri-Fintech intentionally and materially overstated its earnings, revenues, expenses 

and other financial and operational metrics for each reporting period during which it controlled 

Tingo Mobile. 

A. Agri-Fintech 2021 Third Quarter Earnings Release. 

121. Agri-Fintech intentionally and materially misstated its earnings, revenues, expenses, 

and other financial and operational metrics in its Form 10-Q filed with the Commission on 

November 15, 2021 for the quarter ending on September 30, 2021 (“2021 3Q Form 10-Q”). For 

example: 

a. In its 2021 3Q Form 10-Q, Agri-Fintech reported $102,696,285 in revenues 

during the period from the date of its acquisition of Tingo Mobile (August 15, 2021) through 

quarter-end, and $176,985,441 on a pro forma basis for the full three-month period ending 

September 30, 2021, all of which was attributed to Tingo Mobile’s purported sales and 

leasing of smartphones, provision of data and mobile call services to its phone subscriber 

base, and customer Nwassa usage. These purported revenues existed only in Tingo Mobile’s 

false bank statements and general ledger. A comparison with Tingo Mobile’s actual bank 

statements shows that virtually all of the revenues reported in Agri-Fintech’s 2021 3Q Form 

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36 

10-Q were fictitious. 

b. Agri-Fintech’s 2021 3Q Form 10-Q reported $52,830,280 in expenses 

attributable to the acquisition costs of its mobile devices, representing over 99% of the 

company’s total reported $54,054,711 cost of sales. As detailed above, the contracts and 

cash payments to these supposed phone suppliers were made-up, and Tingo Mobile’s actual 

bank statements show that Tingo Mobile never purchased any phones, and these reported 

expenses are therefore fictitious and overstated. 

c. Agri-Fintech’s 2021 3Q Form 10-Q reported cash and cash equivalents of 

$25,365,655 as of September 30, 2021. This, too, was based on Tingo Mobile’s fictitious 

bank statements and ledger entries; Tingo Mobile’s actual bank statements show that it 

carried a balance of less than $600 on September 30, 2021. 

d. Agri-Fintech’s 2021 3Q Form 10-Q also reported (a) $1,414,436,631 in 

accounts and other receivables balances as of September 30, 2021, all of which was 

attributed to outstanding balances purportedly owed to Tingo Mobile through its sales and 

leasing contracts with farming cooperatives; and (b) $714,172,570 in accounts payables and 

accruals purportedly representing the balance due to Tingo Mobile’s smartphone suppliers. 

As detailed above, the contracts, cash receipts, and cash payments from these supposed 

customers and to these supposed phone suppliers were made-up. Tingo never received any 

payments from any of the farming cooperatives with whom it claimed to have contractual 

relationships, and, in 2021, never made payments to any phone suppliers with whom it 

claimed to have contractual relationships. These reported receivable and payable balances 

were, accordingly, materially overstated. 

122. Agri-Fintech issued a press release announcing its third quarter 2021 results and 

appended the release as an attachment to its Form 8-K filed with the Commission on November 15, 

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37 

2021. The press release announced, among other things, that Tingo Mobile had generated quarterly 

revenues of $177.0 million on a pro-forma basis for full the three month period ended September 

30, 2021, with $56.5 million of that income generated through its Nwassa platform. The press 

release stated also that Tingo Mobile had a user base of over 9 million farmers and had sold over 30 

million devices in its history. These statements, made knowingly or recklessly by Mmobuosi and 

Agri-Fintech, were materially false because they were based on fictitious transactions nowhere 

reflected in Tingo Mobile’s actual bank statements. 

B. Agri-Fintech Full-Year and Fourth Quarter 2021 Earnings Release. 

123. Agri-Fintech intentionally and materially misstated its earnings, revenues, expenses, 

and other financial and operational metrics in its Form 10-K filed with the Commission on March 

31, 2022 for the year ending on December 31, 2021 (“2021 Form 10-K”). For example: 

a. In its 2021 Form 10-K, Agri-Fintech reported $650,994,412 in revenues 

during the period from the date of its acquisition of Tingo Mobile (August 15, 2021) through 

year-end, and $865,838,327 on a pro forma basis for the full-year period ending December 

31, 2021, all of which was attributed to Tingo Mobile’s purported sales and leasing of 

smartphones, provision of data and mobile call services to its phone subscriber base, and 

customer Nwassa usage. These purported revenues existed only in Tingo Mobile’s false bank 

statements and general ledger. A comparison with Tingo Mobile’s actual bank statements 

shows that all of the revenues reported in Agri-Fintech’s 2021 Form 10-K were fictitious. 

b. Agri-Fintech’s 2021 Form 10-K reported $438,056,657 in expenses 

attributable to the acquisition costs of its mobile devices, representing over 99% of the 

company’s total reported $442,029,033 cost of revenues. As detailed above, the contracts 

and cash payments to these supposed phone suppliers were made-up, and Tingo Mobile’s 

actual bank statements show that Tingo Mobile never purchased any phones, and these 

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38 

reported expenses are therefore fictitious and overstated. 

c. Agri-Fintech’s 2021 Form 10-K also reported cash and cash equivalents of 

$128,367,605 as of December 31, 2021. This, too, was based on Tingo Mobile’s fictitious 

bank statements and ledger entries; Tingo Mobile’s actual bank statements show that it 

carried a balance of around $4,000 on December 31, 2021. 

d. Agri-Fintech’s 2021 Form 10-K also reported (a) $1,400,917,140 in accounts 

and other receivables balances as of December 31, 2021, all of which was attributed to 

outstanding balances purportedly owed to Tingo Mobile through its sales and leasing 

contracts with farming cooperatives; and (b) $754,836,164 in trade payables as of December 

31, 2021 purportedly representing the balance due to UGC. As detailed above, the 

contracts, cash receipts and cash payments from these supposed customers and to these 

supposed phone suppliers were made-up. Tingo Mobile never received any payments from 

any of the farming cooperatives with whom it claimed to have contractual relationships, and, 

in 2021, never made payments to any phone suppliers with whom it claimed to have 

contractual relationships. These reported receivable and payable balances were, accordingly, 

materially overstated. 

124. Agri-Fintech issued a press release announcing its fourth quarter and full-year 2021 

results on March 31, 2022. The press release announced, among other things, that Tingo Mobile 

had generated revenues of $865.9 million on a pro-forma basis for the full-year period ended 

December 31, 2021, with $198.6 million of that income generated through its Nwassa platform. 

The press release quoted Mmobuosi as stating “We are please to report strong operating 

performance for the year 2021 and the continued growth of our Agri-Fintech business,” and 

highlighted Tingo Mobile’s user base of 9.3 million customers. These statements, made knowingly 

or recklessly by Mmobuosi and Agri-Fintech, were materially false because the representations about 

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39 

Tingo Mobile’s revenues, operating performance and subscriber base were based on fictitious 

transactions nowhere reflected in Tingo Mobile’s actual bank statements. 

C. Agri-Fintech 2022 First Quarter Earnings Release. 

125. Agri-Fintech intentionally and materially misstated its earnings, revenues, expenses, 

and other financial and operational metrics in its Form 10-Q filed with the Commission on May 16, 

2022 for the quarter ending on March 31, 2022 (“2022 1Q Form 10-Q”). For example: 

a. In its 2022 1Q Form 10-Q, Agri-Fintech reported revenues of $257,057,519 

during the first quarter of 2022, all of which was attributed to Tingo Mobile’s purported 

sales and leasing of smartphones, its provision of data and mobile call services to its phone 

subscriber base, and its customers’ Nwassa usage. These purported revenues existed only in 

Tingo Mobile’s false bank statements and general ledger. A comparison with Tingo Mobile’s 

actual bank statements shows that all these revenues reported in Agri-Fintech’s 2022 1Q 

Form 10-Q were fictitious. 

b. Agri-Fintech’s 2022 1Q Form 10-Q also reported $101,282,845 in expenses 

attributable to the acquisition costs of its mobile devices, representing over 99% of the 

company’s total reported $103,782,685 cost of sales. As detailed above, the contracts and 

cash payments to these supposed phone suppliers were made-up, and Tingo Mobile’s actual 

bank statements show that Tingo Mobile never purchased any phones, and the expenses are 

therefore fictitious and overstated. 

c. Agri-Fintech’s 2022 1Q Form 10-Q also reported cash and cash equivalents 

of $25,346,663 as of March 31, 2022. This, too, was based on Tingo Mobile’s fictitious bank 

statements and ledger entries; Tingo Mobile’s actual bank statements show that it carried a 

balance of around $2,000 on March 31, 2022. 

d. Agri-Fintech’s 2022 1Q Form 10-Q also reported (a) $1,134,689,160 in 

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40 

accounts and other receivables balances as of March 31, 2022, virtually all of which was 

attributed to outstanding balances purportedly owed to Tingo Mobile through its sales and 

leasing contracts with farming cooperatives; and (b) $270,935,582 in trade payables as of 

March 31, 2022 purportedly representing the balance due to UGC. As detailed above, the 

contracts, cash receipts and cash payments from these supposed customers and to these 

supposed phone suppliers were made-up. Tingo never received any payments from any of 

the farming cooperatives with whom it claimed to have contractual relationships, and, in 

2022, never made payments to any phone suppliers with whom it claimed to have 

contractual relationships. These receivable and payable balances were, accordingly, 

materially overstated. 

126. Agri-Fintech issued a press release announcing its first quarter 2022 results on May 

16, 2022. The press release announced, among other things, “[t]he Company had $257.1 million and 

$65.5 million in consolidated revenue and operating income, respectively, during Q1 2022,” and that 

“Agri Fintech [Nwassa] was $121.5 million, or 47.4% of total revenue, with mobile sales and leasing 

comprising the remainder.” The press release quoted Mmobuosi as saying “We are very pleased to 

report strong operating performance for the first quarter of 2022 and the continued growth of our 

Agri-Fintech business,” and highlighted Tingo Mobile’s user base of 9.3 million customers. These 

statements, made knowingly or recklessly by Mmobuosi and Agri-Fintech, were materially false 

because the representations about Tingo Mobile’s revenues, operating performance and subscriber 

base were based on fictitious transactions nowhere reflected in Tingo Mobile’s actual bank 

statements. 

D. Agri-Fintech 2022 Second Quarter Earnings Release.

127. Agri-Fintech intentionally and materially misstated its earnings, revenues, expenses, 

and other financial and operational metrics in its Form 10-Q filed with the Commission on August 

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41 

22, 2022 for the quarter ending on June 30, 2022 (“2022 2Q Form 10-Q”). For example: 

a. For example, in its 2022 2Q Form 10-Q, Agri-Fintech reported revenues of 

$268,684,899 during the second quarter of 2022, all of which was attributed to Tingo 

Mobile’s purported sales and leasing of smartphones, its provision of data and mobile call 

services to its phone subscriber base, and its customers’ Nwassa usage. These purported 

revenues existed only in Tingo Mobile’s false bank statements and general ledger. A 

comparison with Tingo Mobile’s actual bank statements shows that all these revenues 

reported in Agri-Fintech’s 2022 2Q Form 10-Q were fictitious. 

b. Agri-Fintech’s 2022 2Q Form 10-Q also reported $101,527,576 in expenses 

attributable to the acquisition costs of its mobile devices, representing over 97% of the 

company’s total reported $104,520,064 cost of sales. As detailed above, the contracts and 

cash payments to these supposed phone suppliers were made-up, and Tingo Mobile’s actual 

bank statements show that Tingo Mobile never purchased any phones, and the expenses are 

therefore fictitious and overstated. 

c. Agri-Fintech’s 2022 2Q Form 10-Q also reported cash and cash equivalents 

of $104,137,120 as of June 30, 2022. This, too, was based on Tingo Mobile’s fictitious bank 

statements and ledger entries; Tingo Mobile’s actual bank statements show that it carried a 

balance of less than $33,000 on June 30, 2022. 

d. Agri-Fintech’s 2022 2Q Form 10-Q also reported (a) $1,005,225,346 in 

accounts and other receivables balances as of June 30, 2022, virtually all of which was 

attributed to outstanding balances purportedly owed to Tingo Mobile through its sales and 

leasing contracts with farming cooperatives; and (b) $99,260,527 in trade payables as of June 

30, 2022 purportedly representing the balance due to UGC. As detailed above, the 

contracts, cash receipts and cash payments from these supposed customers and to these 

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42 

supposed phone suppliers were made-up. Tingo never received any payments from any of 

the farming cooperatives with whom it claimed to have contractual relationships, and, in 

2022, never made payments to any phone suppliers with whom it claimed to have 

contractual relationships. These receivable and payable balances were, accordingly, 

materially overstated. 

128. Agri-Fintech issued a press release announcing its second quarter 2022 results on 

August 23, 2022. The press release announced, among other things, that Agri-Fintech’s “[n]et 

revenues totalled $268.7 million for Q2 2022,” that its “Q2 2022 gross profit amounted to $164.2 

million,” that its “operating income amounted to $122.0 million” and that “Q2 Agri-Fintech revenue 

amounted to $130.9 million ... with mobile telephony, data, and leasing comprising the remainder.” 

The press release quoted Mmobuosi as stating “We are again pleased to announce a strong operating 

performance for the second quarter of 2022 ... At the end of the second quarter, our Nwassa 

platform accounted for almost 50% of total revenue, with more than $5 billion in gross transactions 

processed through our payments system,” and highlighted Tingo Mobile’s user base of 9.3 million 

customers. These statements, made knowingly or recklessly by Mmobuosi and Agri-Fintech, were 

materially false because the representations about Tingo Mobile’s revenues, operating performance 

and subscriber base were based on fictitious transactions nowhere reflected in Tingo Mobile’s actual 

bank statements. 

E. Agri-Fintech 2022 Third Quarter Earnings Release

129. Agri-Fintech intentionally and materially misstated its earnings, revenues, expenses, 

and other financial and operational metrics in its Form 10-Q filed with the Commission on 

November 14, 2022 for the quarter ending on September 30, 2022 (“2022 3Q Form 10-Q”). For 

example: 

a. In its 2022 3Q Form 10-Q, Agri-Fintech reported revenues of $291,700,902 

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43 

during the third quarter of 2022, all of which was attributed to Tingo Mobile’s purported 

sales and leasing of smartphones, its provision of data and mobile call services to its phone 

subscriber base, and its customers’ Nwassa usage. These purported revenues existed only in 

Tingo Mobile’s false bank statements and general ledger. A comparison with Tingo Mobile’s 

actual bank statements shows that all these revenues reported in Agri-Fintech’s 2022 Form 

3Q 10-Q were fictitious. 

b. Agri-Fintech’s 2022 3Q Form 10-Q also reported just $19,738,995 in 

expenses attributable to the acquisition costs of its mobile devices, claiming that the costs 

related to a one-off bulk sale of 87,508 mobile devices in July 2022. The contracts with and 

cash payments to these supposed phone suppliers were made-up; Tingo Mobile’s actual bank 

statements show that Tingo Mobile never bought or sold any phones in July 2022, and the 

expenses are therefore fictitious and overstated. 

c. Agri-Fintech’s 2022 3Q Form 10-Q also reported cash and cash equivalents 

of $246,550,136 as of September 30, 2022, reporting that “[t]he cash and cash equivalent 

mainly consists of funds held with the company’s bank in Nigeria This, too, was based on 

Tingo Mobile’s fictitious bank statements and ledger entries; Tingo Mobile’s actual bank 

statements from its account in Nigeria show that it carried a balance of less than $1,500 as of 

September 30, 2022. 

d. Agri-Fintech’s 2022 3Q Form 10-Q also reported (a) $386,037,551 in 

accounts receivables balances, net as of September 30, 2022, virtually all of which was 

attributed to outstanding balances purportedly owed to Tingo Mobile through its sales and 

leasing contracts with farming cooperatives; and (b) $596,352 in trade payables as of 

September 30, 2022 purportedly representing the balance due to UGC. As detailed above, 

the contracts, cash receipts and cash payments from these supposed customers and to these 

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44 

supposed phone suppliers were made-up. Tingo never received any payments from any of 

the farming cooperatives with whom it claimed to have contractual relationships, and, in 

2022, never made payments to any phone suppliers with whom it claimed to have 

contractual relationships. These receivable and payable balances were, accordingly, 

materially overstated. 

130. Agri-Fintech issued a press release announcing its third quarter 2022 results on 

November 14, 2022. The press release announced, among other things, that Agri-Fintech’s “[n]et 

revenues totalled $291.7 million for Q3 2022,” that its “Q3 2022 gross profit amounted to $268.8 

million,” that its “operating income amounted to $149.5 million” and that “Q3 2022 agri-fintech 

revenue amounted to $139.1 million ... with mobile telephony, data, and leasing comprising the 

remainder.” The press release also reported that the third quarter 2022 had seen Tingo Mobile sign 

agreements with AFAN and Ashanti that would more than triple its existing subscriber base of 9.3 

million, and quoted Mmobuosi as stating: 

We are pleased to once again report a strong set of results where we have achieved 

further robust growth in both revenue and earnings. With our revenues now 

tracking at almost $1.2 billion per annum, and operating income tracking at 

approximately $600 million per annum, we believe the Company is well positioned to 

deliver a further increase in profitability in Q4 2022 .... 

Our recent agreement with All Farmers Association of Nigeria commits them to add 

a minimum of 20 million new subscribers to Tingo Mobile, which would more than 

triple our existing customer base ... 

Our trade deal with Ghana’s esteemed Kingdom of Ashanti ... is expected to 

markedly accelerate our rollout [in Ghana] 

 

131. These statements, made knowingly or recklessly by Mmobuosi and Agri-Fintech, 

were materially false because the representations about Tingo Mobile’s revenues, operating 

performance and subscriber base were based on fictitious transactions nowhere reflected in Tingo 

Mobile’s actual bank statements. 

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45 

F. Agri-Fintech Full-Year and Fourth Quarter 2022 Earnings Release. 

132. Agri-Fintech intentionally and materially misstated its earnings, revenues, expenses, 

and other financial and operational metrics in its Form 10-K filed with the Commission on April 26, 

2023 for the fiscal year ending December 31, 2022 (“2022 Form 10-K”). For example: 

a. In its 2022 Form 10-K, Agri-Fintech reported revenues for the eleven 

months ended November 30, 2022 (at which time it sold Tingo Mobile to Tingo Group) of 

$989,216,887, all of which was attributed to Tingo Mobile’s purported sales and leasing of 

smartphones, its provision of data and mobile call services to its phone subscriber base, and 

its customers’ Nwassa usage. These purported revenues existed only in Tingo Mobile’s false 

bank statements and general ledger. A comparison with Tingo Mobile’s actual bank 

statements shows that all these revenues reported in Agri-Fintech’s 2022 Form 10-K were 

fictitious. 

b. Agri-Fintech’s 2022 Form 10-K also reported cash and cash equivalents of 

$313,517,384 as of November 30, 2022 (the last month it controlled Tingo Mobile). This, 

too, was based on Tingo Mobile’s fictitious bank statements and ledger entries; Tingo 

Mobile’s actual bank statements from its account in Nigeria show that it carried a balance of 

less than $20 as of November 30, 2022. 

c. Agri-Fintech’s 2022 Form 10-K also reported $19,480,579 in expenses 

attributable to the acquisition costs of its mobile devices. As detailed above, the contracts 

and cash payments to these supposed phone suppliers were made-up, and Tingo Mobile’s 

actual bank statements show that Tingo Mobile never bought or sold any phones in July 

2022, and the expenses are therefore fictitious and overstated. 

d. Agri-Fintech’s 2022 Form 10-K also reported (a) $266,780,088 in accounts 

receivables balances, net as of November 30, 2022, virtually all of which was attributed to 

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46 

outstanding balances purportedly owed to Tingo Mobile through its sales and leasing 

contracts with farming cooperatives; and (b) that Tingo Mobile had fully paid down the 

more-than-$750 million trade payables balance owed due to UGC at the start of the year. As 

detailed above, the contracts, cash receipts and cash payments from these supposed 

customers and to these supposed phone suppliers were made-up. Tingo never received any 

payments from any of the farming cooperatives with whom it claimed to have contractual 

relationships, and, in 2022, never made payments to any phone suppliers with whom it 

claimed to have contractual relationships. These receivable and payable balances were, 

accordingly, materially false. 

e. The co-Chair of Agri-Fintech’s Board of Directors refused to approve AgriFintech’s 2022 Form 10-K. In an April 24, 2023 letter to Mmobuosi—that was also filed 

with the Commission—the co-Chair resigned from Agri-Fintech’s Board, writing: “I have 

made numerous efforts to implement best corporate government practices and have always 

been guided by the best interests of [Agri-Fintech’s] shareholders. Despite my efforts there 

remains a lack of communication and teamwork in the management of the company, and 

many critical questions, comments and recommendations which I have sent to management 

and the Board have once again remained unanswered and unheeded. As a result, I will not 

be in a position to approve the 10K for 2022 prepared by management...” 

133. In sum, since August 15, 2021, the date of its acquisition of Tingo Mobile, virtually 

all of Agri-Fintech’s reported revenues, expenses and assets were fictitious. As the CEO of AgriFintech, Mmobuosi signed and certified each of the Company’s periodic filings, including the filings 

listed in paragraphs 121 to 132, above, and knew, or was reckless in not knowing that the 

representations in them concerning Tingo Mobile’s revenues, expenses, assets and other financial 

and business metrics were materially false and misleading. 

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47 

V. TINGO GROUP’S MATERIALLY FALSE PUBLIC STATEMENTS 

134. From December 2022 through the present, Tingo Mobile’s fictitious transactions 

and records were incorporated into the books and records of Tingo Group and reported in its 

publicly-disclosed financial statements. 

135. Tingo Group’s books and records have incorporated, and Tingo Group’s publicly 

filed financial statements have reported, Tingo Foods’ fictitious transactions and records since 

February 2023. 

136. As a result of the conduct described in paragraphs 41 through 119, Tingo Group 

intentionally and materially overstated its earnings, revenues, expenses and other financial metrics 

for and during each reporting period during which it controlled Tingo Mobile and/or Tingo Foods, 

examples of which are detailed below: 

A. Tingo Group’s Full-Year and Fourth Quarter 2022 Earnings Release. 

137. Tingo Group intentionally and materially misstated its earnings, revenues, expenses, 

and other financial and operational metrics in its Form 10-K filed with the Commission on March 

31, 2023 for the fiscal year ending December 31, 2022 (“2022 Form 10-K”). For example: 

a. Tingo Group’s 2022 Form 10-K reported $146,035,000 in annual revenue, of 

which $88,616,000 was attributed to Tingo Mobile’s purported sales and leasing of 

smartphones, its provision of data and mobile call services to its phone subscriber base, and 

its customers’ Nwassa usage. These purported revenues existed only in Tingo Mobile’s false 

bank statements and general ledger, and therefore Tingo Group’s annual revenues for 2022 

were overstated by 60.6%. 

b. In its 2022 Form 10-K, Tingo Group also reported cash and cash equivalents 

of $500.3 million as of December 31, 2022, which consisted of $467.1 million purportedly 

held by Tingo Mobile. Tingo Mobile’s actual cash balance at that time was less than $6,000. 

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c. Along with the release of Tingo Group’s annual and fourth quarter 2022 

results, Tingo Group filed a Form 8-K with the Commission on March 31, 2023 attaching 

the investor presentation it provided on its earnings call. The investor presentation reported 

falsely that “Tingo Foods generated more than $400 million of high-margin revenue in first 4 

months (Sep 2022 – Dec 2022).” Tingo Foods did not generate more than $400 million in 

revenue and, indeed, had generated no revenue and did not even have a bank account in the 

September – December 2022 period. 

d. Likewise, on Tingo Group’s March 31, 2023 earnings call, Mmobuosi made 

the following, knowing misrepresentations: (i) “In November and December, we signed 

trade agreements with two major partners with the aim of quickly expanding Tingo Mobile’s 

customer base from 9.3 million farmers to an expected 30 million by the end of 2023. We 

signed a trade partnership with the All Farmers Association of Nigeria, which included a 

commitment to enroll a minimum of 20 million new customer base to Tingo Mobile;” (ii) 

“We also launched in Ghana and signed a trade agreement with the Kingdom of Ashanti, 

which included a commitment to enroll a minimum of 2 million new customers to Tingo 

Mobile and a target to enroll more than 4 million new customers;” and (iii) “Within the first 

four months of trading, Tingo Foods generated more than $400 million of turnover at 

healthy margins.” These representations were false; as Mmobuosi knew or recklessly 

disregarded, Tingo Foods did not generate $400 million dollars (or any money) in its first 

four months of existence, and authentic bank records confirm that neither Tingo Foods nor 

Tingo Mobile have realized any earnings from their purported dealings with Ashanti or 

AFAN, which appears to be based on a forged contract. 

B. Tingo Group’s First Quarter 2023 Earnings Release 

138. Tingo Group intentionally and materially misstated its earnings, revenues, expenses, 

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and other financial and operational metrics in its Form 10-Q filed with the Commission on May 15, 

2023 for the fiscal quarter ending March 31, 2023 (“2023 1Q Form 10-Q”). For example: 

a. Tingo Group’s 2023 1Q Form 10-Q reported $851,245,000 in quarterly 

revenue, of which $830,600,000 was attributed to (i) Tingo Mobile’s purported sales and 

leasing of smartphones, its provision of data and mobile call services to its phone subscriber 

base, and its customers’ Nwassa usage; and (ii) Tingo Foods’ food processing contracts. 

These purported revenues existed only in Tingo Mobile’s and Tingo Foods’ false bank 

statements and general ledger, and therefore Tingo Group’s reported revenues for its first 

quarter 2022 were overstated by at least 97.5%. 

b. In its 2023 1Q Form 10-Q, Tingo Group also reported cash and cash 

equivalents of $780,153,000 as of March 31, 2023 which included $680,422,200 purportedly 

held at Tingo Mobile, and $77,069,100 purportedly held at Tingo Foods. Tingo Mobile’s 

actual cash balance at that time was around $25 and Tingo Foods’ was less than $100, and 

therefore Tingo Group’s cash and cash equivalents were materially overstated. 

c. Alongside the release of Tingo Group’s first quarter 2023 results, Tingo 

Group filed a Form 8-K with the Commission on May 15, 2023 attaching the investor 

presentation it provided on its earnings call. The investor presentation reported falsely that 

“Tingo Foods generated more than $400 million of high-margin revenue in first 4 months 

(Sep 2022 – Dec 2022) ... [and] [g]rew revenues to $577.2 million for Q12023 and operating 

profit to $143.5 million.” Likewise, on Tingo Group’s May 15, 2023 earnings call, 

Mmobuosi repeated the false representations made concerning new contracts with AFAN 

and Ashanti, and also falsely claimed that Tingo Foods “saw revenues grow to $577.2 million 

generating an operating profit of USD 143.5 million.” As reflected in its real bank 

statements, Tingo Foods had virtually no operations and no realized revenues or profits as 

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of March 31, 2023, and Tingo Group’s statements about its revenues and profits were 

materially false. 

C. Tingo Group’s Second Quarter 2023 Earnings Release. 

139. Tingo Group intentionally and materially misstated its earnings, revenues, expenses, 

and other financial and operational metrics in its Form 10-Q filed with the Commission on August 

31, 2023 for the fiscal quarter ending June 30, 2023 (“2023 2Q Form 10-Q”). For example: 

a. Tingo Group’s 2023 2Q Form 10-Q reported $977,169,000 in quarterly 

revenue, of which $615,983,000 was attributed to (i) Tingo Mobile’s purported sales and 

leasing of smartphones, its provision of data and mobile call services to its phone subscriber 

base, and its customers’ Nwassa usage; and (ii) Tingo Foods’ food processing contracts. 

These purported revenues existed only in Tingo Mobile’s and Tingo Foods’ false bank 

statements and general ledger, and therefore Tingo Group’s reported revenues for its second 

quarter 2022 were overstated by at least 63.0%. 

b. In its 2023 2Q Form 10-Q, Tingo Group also reported cash and cash 

equivalents of $53,195,000 as of June 30, 2023, representing that the majority of its cash 

balances were held at Tingo Mobile’s and Tingo Foods’ banks in Nigeria. Tingo Mobile’s 

actual cash balance in its Nigerian account at that time was $0.15 and Tingo Foods’ was less 

than $100, and therefore Tingo Group’s cash and cash equivalents were materially 

overstated. 

c. Tingo Group also reported in its 2023 2Q Form 10-Q that “[d]uring the 

second quarter of 2023, we paid our supplier of mobile phone handsets $434,224,000 as a 

prepayment toward the manufacture of six million units for distribution to new customers of 

Tingo Mobile, which have been and continue to be referred by All Farmers Association of 

Nigeria under the terms of the trade agreement signed on October 2022.” Tingo Mobile’s 

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actual bank statements reflect that Tingo Mobile disbursed only around $105,000 over the 

entire second quarter of 2023, and none at all to any of its purported phone suppliers. 

d. Tingo Group also reported in its 2023 2Q Form 10-Q that Tingo Foods 

“prepaid the amount of $140,190,555 to All Farmers Association of Nigeria for the purchase 

of agricultural produce stock that was subsequently delivered, processed and sold. Taking 

into account the payables balance due to All Farmers Association of Nigeria on March 31, 

2023, which amounted to $195,945,446, the net cash movement on the Tingo Foods 

account with All Farmers of Association of Nigeria amounted to $336,136,001 during the 

second quarter, resulting in a decrease in our cash reserves of the corresponding amount.” 

But Tingo Foods’ actual bank records report only a single debit of ଂ12 (about $0.03) the 

entire second quarter of 2023 and no transactions at all with All Farmers Association of 

Nigeria. 

e. Along with the release of Tingo Group’s second quarter 2023 results, Tingo 

Group filed a Form 8-K with the Commission on August 31, 2023 attaching the investor 

presentation it provided on its earnings call. The investor presentation reported falsely that 

Tingo Foods “[g]enerated more than $983 million of revenue in first 5 months since 

acquisition in February 2023” and “delivered operating profit of $203.8 million in the first 5 

months since acquisition.” As reflected in its real bank statements, Tingo Foods had 

virtually no operations and no realized revenues or profits as of August 31, 2023, and Tingo 

Group’s statements about Tingo Foods’ revenues and profits were materially false. 

140. In sum, since it acquired Tingo Mobile in December 2022, the vast majority of Tingo 

Group’s reported revenues, expenses and assets were fictitious. Mmobuosi knew or was reckless in 

not knowing that recording the results from his fabricated business onto Tingo Group’s books and 

records, and concealing his fraud from Tingo Group’s auditors, would result in Tingo Group’s filing 

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with the SEC and otherwise publicly disseminating materially misstated financial statements. 

Mmobuosi also knowingly or recklessly amplified those material misrepresentations by repeating 

them personally to investors during Tingo Group’s quarterly earnings calls. 

VI. AGRI-FINTECH AND TINGO GROUP’S INADEQUATE SYSTEM OF 

INTERNAL ACCOUNTING CONTROLS AND INACCURATE BOOKS AND 

RECORDS. 

141. Agri-Fintech and Tingo Group failed to devise and maintain a system of internal 

accounting controls sufficient to provide reasonable assurances that transactions were recorded as 

necessary to permit the preparation of accurate financial statements or to maintain accountability for 

assets in accordance with required accounting principles. Agri-Fintech’s and Tingo Group’s lack of 

adequate internal controls, during the periods in which each company controlled Tingo Mobile (and 

in which Tingo Group controlled Tingo Foods) has allowed the scheme to continue, without 

detection, for years. For example, Agri-Fintech’s and Tingo Group’s inadequate internal accounting 

controls enabled the entry, without detection, of fabricated transactions. In addition, both AgriFintech and Tingo Group lacked controls to provide reasonable assurance that transactions with 

third parties were properly disclosed, that payments made were for actual products or services and 

to actual entities, and that payments received were from legitimate third parties for products or 

services legitimately provided. 

142. As a result of these inadequate internal controls, Agri-Fintech and Tingo Group’s 

books and records inaccurately reflected the company’s transactions and dispositions of assets. The 

companies’ books and records included fabricated sales and expense transactions as well as forged 

bank records, contracts, invoices and other documents. As a result, the companies’ financial 

statements during the periods in which they controlled Tingo Mobile materially overstated revenues, 

expenses, income and assets. 

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VII. THE FRAUD IS ONGOING. 

143. Before market open on June 6, 2023, a research analyst firm (“Analyst A”) published 

a report questioning the legitimacy of Tingo Group’s operation, accusing the company of being “an 

exceptionally obvious scam with completely fabricated results.” Among other things, the analyst 

reported (i) its “strong suspicion” that the significant cash balances Tingo Group claimed to hold at 

Nigerian banking institutions were fake; (ii) that its checks revealed that neither UGC nor Supplier A 

had supplied any handsets to Tingo Mobile; (iii) that Tingo Mobile’s claimed largest farming 

cooperative customers disclaimed having any relationship with, or even having heard of, Tingo 

Mobile; (iv) that Tingo Mobile’s Nwassa website had been inoperable and “under maintenance” for 

months despite Tingo Group’s claims that the platform had generated hundreds of millions in 

revenues; and (v) that Tingo Foods’ claimed operating margins “are higher than every major food 

company on earth” despite Tingo Foods’ lacking its own food processing facilities and functioning 

solely as a “middleman” between farmers and third-party food processors. 

144. Tingo Group’s share price fell 48% the day Analyst A published its report. 

145. The share price of Agri-Fintech, whose primary assets consisted of its Tingo Group 

holdings, dropped 81% the day Analyst A published its report. 

146. In response, the same day, Tingo Group issued a press release titled “Tingo Group 

Refutes Malicious and Misleading Allegations in [Analyst A’s] Report” in which it noted, among 

other general denials of the allegations, that “[t]he Company also confirms that its accounting 

records are accurate and correct and that its financial results are accurately reported within its 

financial statements and its SEC filings.” 

147. On June 8, 2023 Tingo Group issued a press release announcing its engagement of 

independent counsel to review the allegations made by Analyst A. 

148. On August 30, 2023 Tingo Group issued a press release announcing the completion 

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of its investigation into the allegations made by Analyst A. Its press release asserted, among other 

things, that following its investigation, Tingo Group had confirmed (i) the accuracy of the revenues 

reported by Tingo Foods in the first quarter of 2023; (ii) the accuracy of Tingo Mobile’s reported 

“NWASSA” revenue; (iii) the accuracy of Tingo Mobile’s and Tingo Foods’ bank balances at each of 

several dates, through review of bank statements, reconciliation of those statements to the 

company’s accounting records, and video interviews with the relevant banks; (iv) the existence of 

Tingo Mobile’s leasing relationships with Kebbi, Ailoje, AFAN and Ashanti; and (v) that “[s]ince 

2020, Tingo Mobile has purchased phones from two suppliers,” UGC and Supplier A. Tingo 

Group’s stock price increased about 65% that day. 

149. The Company issued further denials of Analyst A’s accusations by press release on 

September 1 and September 6, 2023. Among other claims, these press releases reiterated that the 

investigation had disproved Analyst A’s allegations and reaffirmed the accuracy of Tingo Group’s 

reported cash balances and both the existence and legitimacy of its nonexistent cellular phone 

customers and suppliers. 

150. These statements were false because, as described above, and as Defendants knew or 

recklessly disregarded, the representations are contradicted by Tingo Mobile’s and Tingo Foods’ 

authentic and actual bank records. 

151. On September 15, 2023, following the report of its investigation and the denial of 

the allegations, Tingo Group elevated Mmobuosi to be co-CEO of the company. 

152. In the company press release announcing his appointment, Mmobuosi commented 

“we are delighted to report that the Company’s cash balances have increased significantly to a 

current level of more than $400 million, thanks to a strong period of trade.” 

153. Tingo Mobile’s and Tingo Foods’ authentic bank records show a collective balance 

as of September 15, 2023 of $91.00 in their Africa-based, primary operating bank accounts. 

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154. On November 11, 2023, Tingo Group’s CFO, who had only been in the role for one 

month, resigned. 

155. On November 13, 2023, the Commission suspended trading in Tingo Group and 

Agri-Fintech stock for ten business days, beginning November 14, because of “questions and 

concerns regarding the adequacy and accuracy of publicly available information in the marketplace” 

concerning, among other things, the financial statements and operations of Tingo Mobile and Tingo 

Foods. 

156. On November 14, 2023—the same day the Commission’s trading suspension 

became effective—Tingo Group issued a press release disclosing its 2023 third quarter earnings for 

the period ending September 30, 2023, which were also filed with the Commission in a Form 8-K 

on November 15, 2023. Tingo Group reported Q3 revenues of $586.2 million, net profits of $20.7 

million, and cash and equivalents of $53.4 million, mostly attributable to earnings and assets of 

Tingo Mobile and Tingo Foods. The press release quotes Mmobuosi announcing significant 

business growth at Tingo Mobile and Tingo Foods, including a 6 million mobile phone order from 

AFAN, expected to be delivered in Q4 2023. On November 20, 2023, Tingo Group filed a Form 

10-Q for the period ending September 30, 2023, disclosing the same information. The Form 10-Q 

was signed by Mmobuosi and Kenneth Denos as Co-CEOs and Co-Principal Financial and 

Accounting Officers. 

157. On November 28, 2023, following the automatic expiration of the Commission’s 

trading suspension, Nasdaq initiated its own trading halt of Tingo Group shares. 

158. SEC staff issued multiple investigative subpoenas to Tingo Group, beginning in June 

2023, and an investigative subpoena to Agri-Fintech in August 2023. In response to these 

investigative subpoenas Tingo Group produced many fabricated and forged documents, including 

the falsified bank statements described in paragraphs 83 to 89 and 114 to 119, above. 

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159. After receiving an investigative subpoena, Agri-Fintech made a small, initial 

production of documents in August 2023, which included documents that appear to be fabricated, 

and which only partially responded to the subpoena’s requests. Agri-Fintech has since ceased to 

make any further productions to the SEC staff, despite its obligations under the subpoena. 

VIII. MMBUOUSI IS REAPING ILLICIT PROFITS FROM THE FRAUD THROUGH 

LOOTING CORPORATE ASSETS AND ILLEGAL INSIDER TRADING. 

160. By crafting the false narrative of Tingo Mobile’s and Tingo Foods’s success through 

false financial statements and forged documents, Mmobuosi knowingly or recklessly induced 

through fraudulent pretenses (i) Agri-Fintech to acquire Tingo Mobile from TIH, a company he 

controlled, through an all-stock merger in August 2021, (ii) Tingo Group to acquire Tingo Mobile 

from Agri-Fintech, a company he controlled, through an all-stock merger in December 2022, and 

(iii) Tingo Group to acquire Tingo Foods from Mmobuosi personally in February 2023. Mmobuosi 

also received a 10 million share block of Agri-Fintech stock as part of Agri-Fintech’s 2021 Employee 

Incentive Plan in October 2021, shortly after consummation of the TIH/Agri-Fintech merger. 

Through these transactions, procured through fraud, Mmobuosi and entities he controls have 

amassed blocks of hundreds of thousands of shares of, and dominant market positions in, AgriFintech and Tingo Group stock, as well as money and property valued at hundreds of millions of 

dollars. 

161. Evidence indicates that Mmobuosi is liquidating his stock positions. Between May 

and July 2023, Mmobuosi sold over 10 million shares of Agri-Fintech out of an account held in a 

Swiss bank, reaping over $2 million in proceeds, with almost all of those proceeds resulting from 

sales that pre-dated Analyst A’s report, and consequent depreciation in Agri-Fintech’s share price. 

162. Mmobuosi has not filed a Form 4 disclosing these sales. 

163. Forms 4 and Schedules 13D that Mmobuosi has filed disclose that he and/or TIH, 

which he controls, have sold or transferred at least 115 million shares of Agri-Fintech stock valued 

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at close to $226 million since the start of 2022, and that Mmobuosi and/or TIH own an additional 

839.5 million shares of Agri-Fintech stock. Similarly, Forms 4 and Schedules 13D that Mmobuosi 

or Agri-Fintech have filed disclose that he or Agri-Fintech, which he controls, have sold at least 11 

million shares of Tingo Group stock for $10.4 million in 2023, and that Mmobuosi and/or AgriFintech own an additional 39.8 million shares of Tingo Group common stock. 

164. Mmobuosi, as Agri-Fintech’s CEO, is an insider of Agri-Fintech and owes a duty to 

keep confidential, and not use for personal gain, material nonpublic information about Agri-Fintech. 

Mmobuosi is making these undisclosed stock sales while in possession of material nonpublic 

information— that Agri-Fintech’s and Tingo Group’s reported revenues, expenses, profits and 

assets are fictitious. Through these sales and transfers, Mmobuosi knowingly or recklessly breached 

his fiduciary duty to Agri-Fintech arising out of relationships of trust and confidence with AgriFintech. 

165. In addition, Mmobuosi stands to come into hundreds of thousands more shares of 

Tingo Group in the weeks to come. As part of Agri-Fintech’s sale of Tingo Mobile to Tingo Group 

in December 2022, Agri-Fintech acquired 25.8 million shares of Tingo Group common stock, as 

well as Series A and Series B Tingo Group Preferred Stock convertible to 362 million shares of 

common stock, representing an aggregate ownership of 75% of Tingo Group. On October 6, 2023, 

Agri-Fintech announced its intent to liquidate the company upon conversion of the Series B shares, 

which will result in Mmobuosi’s acquisition of hundreds of millions of additional shares of—and 

controlling stake in—Tingo Group common stock. 

166. Mmobuosi has also exploited his control status to loot Tingo Group assets (i.e., 

legacy assets from operating subsidiaries of the pre-merger predecessor companies still residing at 

Tingo Group). For instance, in December 2022, Mmobuosi used Tingo Mobile’s exaggerated 

relationship with Supplier A to misappropriate assets from Tingo Group, obtaining approval of a 

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$10 million inter-company loan to Tingo Mobile for “funding costs relating to the purchase of 

smartphone handsets from its supplier, [Supplier A].” 

167. Mmobuosi then directed that the $10 million paid to him personally (or to other 

individuals for his benefit) through an attorney trust account, claiming that he had personally 

prepaid Supplier A the $10 million balance, and was thus owed the $10 million in intercompany loan 

proceeds received by Tingo Mobile. 

168. Supplier A never received this $10 million from any source. 

169. Evidence shows at least an additional $16 million has been siphoned from Tingo 

Group’s or its affiliates’ accounts and transferred to Mmobuosi’s personal accounts, with no 

explanation, which Mmobuosi has used for his personal benefit, including purchases of luxury cars, 

travel on private jets, as well as an unsuccessful attempt to acquire an English Football Club Premier 

League team, among other things. 

FIRST CLAIM FOR RELIEF 

Violations of Securities Act Section 17(a) 

(Mmobuosi, TIH, Agri-Fintech) 

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

paragraphs 1 through 169. 

171. Mmobuosi, TIH and Agri-Fintech, 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, (i) knowingly or recklessly have employed one 

or more devices, schemes or artifices to defraud, (ii) 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 (iii) knowingly, recklessly, or 

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

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

172. By reason of the foregoing, Mmobuosi, TIH and Agri-Fintech, directly or indirectly, 

singly or in concert, have violated and, unless enjoined, will again violate Securities Act Section 17(a) 

[15 U.S.C. § 77q(a)]. 

SECOND CLAIM FOR RELIEF 

Violations of Securities Act Section 17(a)(1) and 17(a)(3) 

(Tingo Group) 

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

paragraphs 1 through 169. 

174. Tingo Group, 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, (i) knowingly or recklessly have employed one or more devices, 

schemes or artifices to defraud, and/or (ii) knowingly, recklessly, 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. 

175. By reason of the foregoing, Tingo Group, directly or indirectly, has violated and, 

unless enjoined, will again violate Securities Act Sections 17(a)(1) and 17(a)(3) [15 U.S.C. § 77q(a)(1), 

15 U.S.C. § 77q(a)(3)]. 

THIRD CLAIM FOR RELIEF 

Violations of Exchange Act Section 10(b) and Rule 10b-5 Thereunder 

(All Defendants)

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

paragraphs 1 through 169. 

177. Defendants, 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 

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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. 

178. By reason of the foregoing, Defendants, directly or indirectly, singly or in concert, 

have violated and, unless enjoined, will again violate Exchange Act Section 10(b) [15 U.S.C. § 78j(b)] 

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

FOURTH CLAIM FOR RELIEF 

Violations of Exchange Act Section 13(a) and Rules 12b-20, 13a-1, 13a-11, 

and 13a-13 Thereunder 

(Agri-Fintech and Tingo Group)

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

paragraphs 1 through 169. 

180. Agri-Fintech and Tingo Group, as issuers of a security registered pursuant to 

Exchange Act Section 12 [15 U.S.C. § 78l], filed one or more current, quarterly and annual reports 

with the Commission that made untrue statements of material fact or omitted to state material facts 

necessary in order to make the statements made, in light of the circumstances under which they were 

made, not misleading. 

181. By reason of the foregoing, Agri-Fintech and Tingo Group violated and, unless 

enjoined, will again violate Exchange Act Section 13(a) [15 U.S.C. § 78m(a)] and Rules 12b-20, 13a1, 13a-11, and 13a-13 [17 C.F.R. §§ 240.12b-20, 240.13a-1, 240.13a-11, and 240.13a-13] thereunder. 

FIFTH CLAIM FOR RELIEF 

Violations of Exchange Act Rule 13a-14 

(Mmobuosi)

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

paragraphs 1 through 169. 

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183. Mmobuosi, as the principal executive officer and/or principal financial officer of an 

issuer with a class of securities registered pursuant to Exchange Act Section 12 [15 U.S.C. § 78l], 

certified to the best of his knowledge that one or more of the issuer’s periodic reports filed with the 

Commission contained no untrue statements of material fact or omissions of material fact when 

Mmobuosi knew that the report or reports contained untrue statements of material fact or omissions 

of material fact. 

184. By reason of the foregoing, Mmobuosi violated and, unless enjoined, will again 

violate Exchange Act Rule 13a-14 [17 C.F.R. § 240.13a-14]. 

SIXTH CLAIM FOR RELIEF 

Violations of Exchange Act Sections 13(b)(2)(A) and 13(b)(2)(B) 

(Agri-Fintech and Tingo Group)

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

paragraphs 1 through 169. 

186. Agri-Fintech and Tingo Group, as issuers of a security registered pursuant to 

Exchange Act Section 12 [15 U.S.C. § 78l] failed to make and keep books records and accounts 

which, in reasonable detail, accurately and fairly reflected the transactions of the companies and 

disposition of their assets, and failed to devise and maintain a system of internal accounting controls 

sufficient to provide reasonable assurances that transactions are recorded as necessary to permit 

preparation of financial statements in conformity with GAAP. 

187. By reason of the foregoing, Agri-Fintech and Tingo Group violated and, unless 

enjoined, will again violate Exchange Act Sections 13(b)(2)(A) and 13(b)(2)(B) [15 U.S.C. §§ 

78m(b)(2)(A), 78m(b)(2)(B)]. 

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SEVENTH CLAIM FOR RELIEF 

Violations of Exchange Act Section 13(b)(5) 

(Mmobuosi)

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

paragraphs 1 through 169. 

189. By engaging in the conduct described above, Mmobuosi knowingly circumvented a 

system of internal accounting controls and knowingly falsified Agri-Fintech’s and Tingo Group’s 

books, records and accounts. 

190. By reason of the foregoing, Mmobuosi violated and, unless enjoined, will again 

violate Exchange Act Section 13(b)(5) [15 U.S.C. § 78m(b)(5)]. 

EIGHTH CLAIM FOR RELIEF 

Violations of Exchange Act Rule 13b2-1 

(Mmobuosi)

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

paragraphs 1 through 169. 

192. By engaging in the conduct described above, Mmobuosi directly or indirectly falsified 

and caused to be falsified Agri-Fintech’s and Tingo Group’s books, records and accounts subject to 

Section 13(b)(2)(A) of the Exchange Act [17 U.S.C. § 78m(b)(2)A)]. 

193. By reason of the foregoing, Mmobuosi violated and, unless enjoined, will again 

violate Exchange Act Rule 13b2-1 [17 C.F.R. § 240.13b2-1]. 

NINTH CLAIM FOR RELIEF 

Violations of Exchange Act Rule 13b2-2 

(Mmobuosi)

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

paragraphs 1 through 169. 

195. By engaging in the conduct described above, Mmobuosi, (i) directly or indirectly 

made or caused to be made materially false or misleading statements; and/or (ii) omitted to state or 

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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 of AgriFintech and Tingo Group or in the preparation or filing of Agri-Fintech’s and Tingo Group’s 

documents or reports required to be filed with the SEC. 

196. By engaging in the conduct described above, Mmobuosi, as an officer of AgriFintech and Tingo Group, directly or indirectly took action, or directed another to take an action, to 

coerce, manipulate, mislead, or fraudulently induce an independent public or certified public 

accountant engaged in the performance of an audit or review of Agri-Fintech’s and Tingo Group’s 

financial statements that were required to be filed with the Commission while he knew or should 

have known that such action(s), if successful, could result in rendering Agri-Fintech and Tingo 

Group’s financial statements materially misleading. 

197. By reason of the foregoing, Mmobuosi violated and, unless enjoined, will again 

violate Exchange Act Rule 13b2-2 [17 C.F.R. § 240.13b2-2].

TENTH CLAIM FOR RELIEF 

Violations of Exchange Act Section 16(a) and Rule 16a-3 Thereunder 

(Mmobuosi)

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

paragraphs 1 through 169. 

199. Mmobuosi, as the direct or indirect beneficial owner of more than ten percent of a 

class of equity securities (other than an exempted security) which was registered pursuant to 

Exchange Act Section 12 [15 U.S.C. § 78l] and/or as an officer or director of an issuer of such 

securities, failed to timely and accurately file Forms 4 with the Commission containing the 

information required therein. 

200. By reason of the foregoing, Mmobuosi violated and, unless enjoined, will again 

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violate Exchange Act Section 16(a) [15 U.S.C. § 78p(a)] and Rule 16a-3 [17 C.F.R. § 240.16a-3] 

thereunder. 

ELEVENTH CLAIM FOR RELIEF

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

(Mmobuosi)

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

paragraphs 1 through 169. 

202. As alleged above, TIH, Agri-Fintech and Tingo Group violated Securities Act 

Section 17(a) [15 U.S.C. § 77q(a)]. 

203. Defendants Mmobuosi knowingly or recklessly provided substantial assistance to 

TIH, Agri-Fintech and Tingo Group with respect to their violations of Securities Act Section 17(a) 

[15 U.S.C. § 77q(a)]. 

204. By reason of the foregoing, Mmobuosi is liable pursuant to Securities Act Section 

15(b) [15 U.S.C. § 77o(b)] for aiding and abetting TIH’s, Agri-Fintech’s and Tingo Group’s 

violations of Securities Act Section 17(a) [15 U.S.C. § 77q(a)] and, unless enjoined, Mmobuosi will 

again aid and abet these violations. 

TWELFTH CLAIM FOR RELIEF

Aiding and Abetting Violations of Exchange Act Section 10(b) and Rule 10b-5 

(Mmobuosi)

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

paragraphs 1 through 169. 

206. As alleged above, TIH, Agri-Fintech and Tingo Group violated Exchange Act 

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

207. Mmobuosi knowingly or recklessly provided substantial assistance to TIH’s, AgriFintech and Tingo Group 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. 

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208. By reason of the foregoing, Mmobuosi is liable pursuant to Exchange Act Section 

20(e) [15 U.S.C. § 78t(e)] for aiding and abetting TIH’s, Agri-Fintech’s and Tingo Group’s 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, Mmobuosi will again aid and abet these violations. 

THIRTEENTH CLAIM FOR RELIEF 

Aiding and Abetting Violations of Exchange Act Section 13(a) and 

Rules 12b-20, 13a-1, 13a-11 and Rule 13a-13 

(Mmobuosi)

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

paragraphs 1 through 169. 

210. As alleged above, Agri-Fintech and Tingo Group violated Exchange Act Section 

13(a) [15 U.S.C. § 78m(a)] and Rules 12b-20, 13a-1, 13a-11, and 13a-13 [17 C.F.R. §§ 240.12b-20, 

240.13a-1, 240.13a-11, and 240.13a-13] thereunder. 

211. Mmobuosi knowingly or recklessly provided substantial assistance to Agri-Fintech 

and Tingo Group with respect to their violations of Exchange Act Section 13(a) [15 U.S.C. § 

78m(a)] and Rules 12b-20, 13a-1, 13a-11, and 13a-13 [17 C.F.R. §§ 240.12b-20, 240.13a-1, 240.13a11, and 240.13a-13] thereunder. 

212. By reason of the foregoing, Mmobuosi is liable pursuant to Exchange Act Section 

20(e) [15 U.S.C. § 78t(e)] for aiding and abetting Agri-Fintech’s and Tingo Group’s violations of 

Exchange Act Section 13(a) [15 U.S.C. § 78m(a)] and Rules 12b-20, 13a-1, 13a-11, and 13a-13 [17 

C.F.R. §§ 240.12b-20, 240.13a-1, 240.13a-11, and 240.13a-13] thereunder and, unless enjoined, 

Mmobuosi will again aid and abet these violations. 

FOURTEENTH CLAIM FOR RELIEF 

Aiding and Abetting Violations of Exchange Act Sections 13(b)(2)(A) and 13(b)(2)(B) 

(Mmobuosi)

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

paragraphs 1 through 169. 

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214. As alleged above, Agri-Fintech and Tingo Group violated Exchange Act Exchange 

Act Sections 13(b)(2)(A) and 13(b)(2)(B) [15 U.S.C. §§ 78m(b)(2)(A), 78m(b)(2)(B)]. 

215. Mmobuosi knowingly or recklessly provided substantial assistance to Agri-Fintech 

and Tingo Group with respect to their violations of Exchange Act Sections 13(b)(2)(A) and 

13(b)(2)(B) [15 U.S.C. §§ 78m(b)(2)(A), 78m(b)(2)(A)]. 

216. By reason of the foregoing, Mmobuosi is liable pursuant to Exchange Act Section 

20(e) [15 U.S.C. § 78t(e)] for aiding and abetting to Agri-Fintech’s and Tingo Group’s violations of 

Sections 13(b)(2)(A) and 13(b)(2)(B) [15 U.S.C. §§ 78m(b)(2)(A), 78m(b)(2)(B)] and, unless enjoined, 

Mmobuosi will again aid and abet these violations. 

FIFTEENTH CLAIM FOR RELIEF 

Failure to Reimburse 

Violation of Section 304 of Sarbanes-Oxley Act of 2002 

(Mmobuosi)

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

paragraphs 1 through 169. 

218. Agri-Fintech, by engaging in the aforementioned misconduct, filed Forms 10-Q and 

10-K for fiscal years 2021 and 2022 that were in material noncompliance with its financial reporting 

requirements under the federal securities laws. Agri-Fintech’s material noncompliance with its 

financial reporting requirements was the result of Mmobuosi’s and others’ misconduct that 

improperly inflated Agri-Fintech’s revenues, earnings and assets by recording fictitious transactions 

on Agri-Fintech’s books and records. Due to these material overstatements and Agri-Fintech’s 

material non-compliance with its financial reporting requirements, Agri-Fintech is required to 

prepare accounting restatements for its fiscal years 2021 and 2022. 

219. Because Agri-Fintech’s Forms 10-K and 10-Q for these periods were in material 

noncompliance with a financial reporting requirement, Mmobuosi is required to reimburse AgriFintech for (i) any bonus or other incentive-based or equity-based compensation received; and (ii) 

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any profits realized from any sales of Agri-Fintech shares during the statutory time periods 

established by the Sarbanes-Oxley Act of 2002. 

220. Mmobuosi has not reimbursed Agri-Fintech for compensation that he received 

during the relevant time frame. 

221. The Commission has not exempted Mmobuosi, pursuant to Section 304(b) of the 

Sarbanes-Oxley Act [15 U.S.C. § 7243(b)], from the application of Section 304(a) of the SarbanesOxley Act [15 U.S.C. § 7243(a)]. 

222. By reason of the foregoing, Mmobuosi has not complied with Section 304(a) of the 

Sarbanes-Oxley Act [15 U.S.C. § 7243(a)]. 

SIXTEENTH CLAIM FOR RELIEF 

Control Person Liability under Section 20(a) of the Exchange Act 

(Mmobuosi)

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

paragraphs 1 through 169. 

224. As alleged above, Defendants TIH, Agri-Fintech and Tingo Group violated Section 

10(b) [15 U.S.C. §§ 78j(b)] and Rule 10b-5 thereunder [17 C.F.R. 240.10b-5] by, among other things, 

fraudulently reporting materially overstated financial results for their operating subsidiaries Tingo 

Mobile and (in the case of Tingo Group) Tingo Foods. 

225. At all relevant times, as CEO of TIH, Agri-Fintech, and as CEO of the largest 

subsidiary (and now co-CEO) of Tingo Group, Mmobuosi participated in, and exercised control 

over, the operations of TIH, Agri-Fintech and Tingo Group, and also possessed the power and 

ability to control the acts constituting TIH’s, Agri-Fintech’s and Tingo Group’s violations of the 

securities laws alleged herein. 

226. Mmobuosi was a culpable participant in TIH’s, Agri-Fintech’s and Tingo Group’s 

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

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227. By reason of the foregoing, Mmobuosi, pursuant to Section 20(a) of the Exchange 

Act [15 U.S.C. § 78t(a)], is jointly and severally liable with, and to the same extent as TIH, AgriFintech and Tingo Group for their violations of Section 10(b) [15 U.S.C. §§ 78j(b)] and Rule 10b-5 

thereunder [17 C.F.R. 240.10b-5]. 

PRAYER FOR RELIEF

WHEREFORE, the Commission respectfully requests that the Court enter: 

I. 

An Order temporarily and preliminarily, and a Final Judgment permanently, restraining and 

enjoining Mmobuosi 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 17(a) 

[15 U.S.C. § 77q(a)], Exchange Act Sections 10(b), 13(b)(5), and 16(a) [15 U.S.C. §§ 78j(b), 

78m(b)(5), and 78p(a)], and Exchange Act Rules 10b-5, 13a-14, 13b2-1, 13b2-2, and 16a-3 

thereunder [17 C.FR. §§ 240.10b-5, 240.13a-14, 240.13b2-1, 240.13b2-2, 240.13d-2, and 240.16a-3] 

and from aiding and abetting Exchange Act Sections 13(a), 13(b)(2)(A), 13(b)(2)(B), [15 U.S.C. §§ 

78m(a), 78m(b)(2)(A-B)] and Rules 12b-20, 13a-1, 13a-11 and 13a-13 [17 C.F.R. §§ 240.12b-20, 

240.13a-1, 240.13a-11, and 240.13a-13] thereunder. 

II. 

An Order temporarily and preliminarily, and a Final Judgment permanently, restraining and 

enjoining Agri-Fintech 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 17(a) 

[15 U.S.C. § 77q(a)], Exchange Act Sections 10(b) 13(a), 13(b)(2)(A) and 13(b)(2)(B) [15 U.S.C. §§ 

78j(b), 78m(a), 78m(b)(2)(A-B)] and Exchange Act Rules 10b-5, 12b-20, 13a-1, 13a-11, and 13a-13 

[17 C.F.R. §§ 240.10b-5, 240.12b-20, 240.13a-1, 240.13a-11, 240.13a-13]. 

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III. 

An Order temporarily and preliminarily, and a Final Judgment permanently, restraining and 

enjoining Tingo Group 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 Sections 10(b) 13(a), 13(b)(2)(A) and 13(b)(2)(B) [15 U.S.C. 

§§ 78j(b), 78m(a), 78m(b)(2)(A-B)] and Exchange Act Rules 10b-5, 12b-20, 13a-1, 13a-11, and 13a13 [17 C.F.R. §§ 240.10b-5, 240.12b-20, 240.13a-1, 240.13a-11, 240.13a-13]. 

IV. 

An Order temporarily and preliminarily, and a Final Judgment permanently, restraining and 

enjoining TIH 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 17(a) [15 U.S.C. § 

77q(a)], Exchange Act Sections 10(b) [15 U.S.C. § 78j(b)] and Rule 10b-5 thereunder [17 C.F.R. § 

240.10b-5]. 

V. 

An Order temporarily and preliminarily freezing the assets of Mmobuosi subject to the 

motion for a temporary restraining order and preliminary injunction, including but not limited to 

assets held at brokerage and bank accounts both known and unknown, whether in Mmobuosi’s 

name or the name of entities he controls. 

VI. 

An Order requiring Mmobuosi’s repatriation of amounts equal to his ill-gotten gains derived 

from the fraudulent scheme, as alleged in this Complaint. 

VII. 

An Order temporarily and preliminarily enjoining Tingo Group, Agri-Fintech and TIH from 

directly or indirectly transferring money or property or issuing new shares of stock to Mmobuosi, his 

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agents, servants, employees, attorneys-in-fact, entities he controls, and all persons in active concert 

or participation with him. 

VIII. 

An Order temporarily and preliminarily enjoining Defendants from selling their respective 

holdings of Tingo Group and/or Agri-Fintech stock;

IX. 

An Order requiring Defendants to submit a verified accounting of their assets; 

X. 

An Order temporarily, and preliminarily, and through a Final Judgment, enjoining 

Defendants and their agents, servants, employees and attorneys and all persons and entities acting at 

their direction or on their behalf from destroying, concealing, or otherwise interfering with access to 

relevant documents, books and records; 

XI. 

A Final Judgment ordering Defendants to disgorge all ill-gotten gains they received directly 

or indirectly, with pre-judgment interest thereon, as a result of the alleged violations; 

XII. 

A Final Judgment ordering Defendants to pay civil monetary penalties under Securities Act 

Section 20(d) [15 U.S.C. § 77t(d)] and Exchange Act Sections 21(d)(3) [15 U.S.C. § 78u(d)(3)], and 

ordering Mmobuosi to pay civil monetary penalties under Exchange Act Section 21A [15 U.S.C. 

§78u-1] on the Commission’s first claim of relief. 

XIII. 

A Final Judgment ordering Mmobuosi to reimburse Agri-Fintech for his bonuses and other 

incentive-based and equity-based compensation, and profits from Agri-Fintech stock sales, pursuant 

to Section 304 of the Sarbanes-Oxley Act of 2002 [15 U.S.C. § 7243];

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XIV. 

A Final Judgment permanently prohibiting Mmobuosi from serving as an officer or director 

of any company that has a class of securities registered under Exchange Act Section 12 [15 U.S.C. § 

78l] or that is required to file reports under Exchange Act Section 15(d) [15 U.S.C. § 78o(d)], 

pursuant to Securities Act Section 20(e) [15 U.S.C. § 77t(e)] and Exchange Act Section 21(d)(2) [15 

U.S.C. § 78u(d)(2)]; 

XV. 

A Final Judgment permanently prohibiting Mmobuosi from participating in any offering of a 

penny stock, including engaging in activities with a broker, dealer, or issuer for purposes of issuing, 

trading, or inducing or attempting to induce the purchase or sale of any penny stock, under 

Exchange Act Section 21(d)(6) [15 U.S.C. § 78u(d)(6)]; 

XVI. 

A Final Judgment permanently enjoining Mmobuosi, directly or indirectly, including but not 

limited to through any entity he owns or controls, from participating in the issuance, purchase, offer 

or sale of any security or engaging in activities for purposes of inducing or attempting to induce the 

purchase or sale of any security; and 

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XVII. 

A Final Judgment 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 

December 18, 2023 

/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) 

zetlinjonesj@sec.gov 

 

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