Litigation Release No. 21396 / January 28, 2010

Accounting and Auditing Enforcement Release No. 3111 / January 28, 2010

Securities and Exchange Commission v. Tsukuda-America Inc. et al., Case No. 3:10-CV-00136-M (United States District Court for the Northern District of Texas, Dallas Division)

SEC alleges anti-fraud violations by Tsukuda-America and John W. Petros

The Securities and Exchange Commission filed a civil injunctive action on January 26, 2009 against Tsukuda-America Inc., an Indiana corporation, and John W. Petros of Richardson, Texas, alleging fraud in connection with a $600,000 offering of Tsukuda common stock. Petros, the sole officer, director and shareholder of Tsukuda, prepared and submitted Tsukuda's Form S-1 registration statement for the offering, which, according to the complaint, contained false and misleading statements and forged documents.

The Commission's complaint alleges that Tsukuda's registration statement, which was originally filed March 27, 2009, amended on April 10, 2009 and subsequently declared effective: (a) contained a forged audit report and consent; (b) falsely identified a stock transfer agent company as being the transfer agent for Tsukuda; (c) included a bogus legal opinion and geologist's report, and sham consents from an attorney and geologist who do not exist; and (d) contained fictitious financial information. The complaint also alleges that Petros caused four other companies to file registration or offering statements with the Commission that were false, misleading, and contained bogus documents.

The complaint seeks civil money penalties and permanent injunctions against future violations of Section 17(a) of the Securities Act of 1933 by Tsukuda and Petros. The complaint also seeks orders barring Petros from acting as an officer or director of a public company, from participating in an offering of penny stock, and from filing or causing the filing of any registration or offering statements with the Commission.

In a related action, the Commission also instituted administrative proceedings against Tsukuda, seeking to suspend the effectiveness of its registration statement.

See Also: SEC Complaint; SEC Rel. No. 33-9102 (January 26, 2010) and the related Division of Enforcement Statement.


Last modified: 1/28/2010