UNITED STATES OF AMERICA 

Before the 

SECURITIES AND EXCHANGE COMMISSION 

SECURITIES ACT OF 1933 

Release No. 9102 / January 26, 2010 

ADMINISTRATIVE PROCEEDING 

File No. 3-13761 

------------------------------------------------------: 

In the Matter of : 

: 

Registration Statement of : Order Instituting 

: Proceedings Pursuant 

Tsukuda-America Inc. : To Section 8(d) of the 

5I9 East Interstate 30, Suite #248 : Securities Act of 1933 

Rockwall, Texas 75087 : And Notice of Hearing 

------------------------------------------------------: 

I. 

The Commission's public official files disclose that: 

On or about March 27, 2009, Tsukuda-America Inc. (“Tsukuda”) filed a Form S-1 

registration statement with the Commission, and on or about April 10, 2009, it filed an 

amended statement on Form S-1\A. The registration statement was declared effective on 

April 14, 2009. The registration statement included an audit report on the financial 

statements of Tsukuda purportedly made by Weinberg & Company, P.A. (“Weinberg”), 

an accounting firm in Boca Raton, Florida, and a consent purportedly made on behalf of 

Weinberg to the inclusion of the audit report in the registration statement. 

II. 

The Division of Enforcement alleges, as set forth in the Statement of Matters of 

the Division of Enforcement attached hereto and incorporated herein by reference, that 

the Tsukuda registration statement, as originally filed and as amended, included untrue 

statements of material fact and omitted material facts required to be stated therein or 

necessary to make the statements made not misleading, including but not limited to, the 

false representation that Weinberg audited, and prepared an audit report upon, the 

financial statements of Tsukuda, and that Weinberg consented to the inclusion of the 

audit report in Tsukuda’s registration statement, and the omission to disclose that the 

audit report and consent were not legitimate, in violation of the requirements of the 

Securities Act of 1933 (“Securities Act”) and the Commission’s forms and regulations 

governing the offer and sale of securities to the public. 
 

 

III. 

The Commission, having considered the aforesaid information, deems it 

appropriate and in the public interest that public proceedings pursuant to Section 8(d) of 

the Securities Act be, and they hereby are, instituted with respect to the registration 

statement to determine whether the allegations of the Division of Enforcement, as set 

forth in the Statement of Matters attached hereto and incorporated herein by reference, 

are true; to afford registrant with an opportunity to establish any defenses to these 

allegations; and to determine whether a stop order should issue suspending the 

effectiveness of the Tsukuda registration statement referred to herein. Accordingly, 

IT IS ORDERED that public proceedings be and hereby are instituted under 

Securities Act Section 8(d), such hearing to be commenced at 10:00 a.m. on February 9, 

2010, at the Commission’s offices at 801 Brickell Ave., Suite 1800, Miami, FL 33131, and 

to continue thereafter at such time and place as the hearing officer may determine. 

IT IS FURTHER ORDERED, in the interest of justice and without prejudice to any 

party, that Respondent shall file an Answer to the allegations contained in this Order within 

ten (10) days after service of this Order, as provided by Rule 220 of the Commission's Rules 

of Practice, 17 C.F.R. § 201.220 and Rule 100(c) of the Commission’s Rules of Practice, 17 

C.F.R. § 201.100(c). 

If Respondent fails to file the directed answer, or fails to appear at a hearing after 

being duly notified, the Respondent may be deemed in default and the proceedings may be 

determined against him upon consideration of this Order, the allegations of which may be 

deemed to be true as provided by Rules 155(a), 220(f), 221(f) and 310 of the Commission's 

Rules of Practice, 17 C.F.R. §§ 201.155(a), 201.220(f), 201.221(f) and 201.310. 

This Order shall be served forthwith upon Respondent personally or by certified 

mail. 

IT IS FURTHER ORDERED, in the interest of justice and without prejudice to any 

party, that the Administrative Law Judge shall issue an initial decision no later than 60 days 

from the date of service of this Order, pursuant to Rule 100(c) of the Commission’s Rules of 

Practice, 17 C.F.R. § 201.100(c). 

2
 
 

 

In the absence of an appropriate waiver, no officer or employee of the Commission 

engaged in the performance of investigative or prosecuting functions in this or any factually 

related proceeding will be permitted to participate or advise in the decision of this matter, 

except as witness or counsel in proceedings held pursuant to notice. Since this proceeding is 

not “rule making” within the meaning of Section 551 of the Administrative Procedure Act, it 

is not deemed subject to the provisions of Section 553 delaying the effective date of any 

final Commission action. 

By the Commission. 

 Elizabeth M. Murphy 

 Secretary 

3