INITIAL DECISION RELEASE NO. 394

 ADMINISTRATIVE PROCEEDING

 FILE NO. 3-13761 

UNITED STATES OF AMERICA 

Before the 

SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 

___________________________________ 

In the Matter of : 

: 

Registration Statement of 

TSUKUDA-AMERICA INC. 

5I9 East Interstate 30, Suite #248 

Rockwall, Texas 75087 

: 

: 

: 

: 

INITIAL DECISION 

February 26, 2010 

___________________________________ 

APPEARANCES:	 Robert B. Long and Robert C. Hannan for the Division of 

Enforcement, Securities and Exchange Commission 

BEFORE: Brenda P. Murray, Chief Administrative Law Judge 

BACKGROUND 

On January 26, 2010, the Securities and Exchange Commission (Commission) issued an 

Order Instituting Proceedings Pursuant to Section 8(d) of the Securities Act of 1933 (Securities 

Act) and Notice of Hearing (OIP) with an attached Statement of Matters of the Division of 

Enforcement to be Considered at a Public Hearing Pursuant to Section 8(d) of the Securities Act 

(Statement of Matters). In this material, the Division of Enforcement (Division) alleges that 

Tsukuda-America Inc.’s (Tsukuda), registration statement that was declared effective on April 

14, 2009, included a false audit report purportedly performed by Weinberg & Company, P.A., 

Certified Public Accountants (Weinberg).1 

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 Simultaneous with issuance of the OIP, the Commission filed a complaint in the United States 

District Court for the Northern District of Texas, SEC v. Tsukuda-America Inc. and John W. 

Petros, No. 3:10-cv-00136-M (Jan. 26, 2010), alleging that Tsukuda’s registration statement 

included a forged audit report and consent; falsely identified a stock transfer agent company as 

being the transfer agent; included a bogus legal opinion and geologist’s report, and sham 

consents from a geologist and an attorney who do not exist; and contained fictitious financial 

information. The complaint also alleges that John W. Petros (Petros), Tsukuda’s sole officer and 

director, prepared and submitted the false and misleading registration statement; that Petros 

prepared and submitted bogus audit and legal opinions and consents from nonexistent lawyers 

and accountants; fabricated corporate financial information; and falsely held himself out as an 

attorney issuing legal opinions as company counsel in registration and offering statements for 
 

At a public hearing held on February 9, 2010, to determine whether the Division’s 

allegations set out in the OIP are true, to afford Tsukuda an opportunity to establish any 

defenses, and to determine whether a stop order should issue suspending the effectiveness of 

Tsukuda’s registration statement, I admitted into evidence eight exhibits offered by the 

Division.2 OIP at 2; Tr. 14. Tsukuda was not represented at the hearing and has not filed an 

Answer to the OIP. Tr. 4. 

FINDINGS OF FACT 

Tsukuda filed Articles of Incorporation in the State of Indiana that became effective on 

February 4, 2009. Petros was the single incorporator, and his address and the corporation’s 

principal address are the same: 5I9 Interstate 30, #248, Rockwall, Texas 75087. Exhibit 6. 

Tsukuda was authorized to transact business in the State of Indiana on January 27, 2010. Exhibit 

5. 

Tsukuda filed a registration statement on Form S-1 with the Commission on March 27, 

2009, and an amendment on Form S-1/A on April 10, 2009, for an initial offering of three 

million common stock shares at $0.20 per share for net proceeds of $600,000 (registration 

statement). Exhibits 1 at 2, 2 at 5. Tsukuda’s registration statement became effective on April 

14, 2009. OIP at 1; Exhibit 3 at Exhibit D. The registration statement represented that Petros 

was Tsukuda’s sole officer/director and it shows his office and Tsukuda’s principal office were 

located at 5I9 East Interstate 30, # 248, Rockwall, Texas 75087. Exhibits 1 at 1, 4, 14; 2 at 1, 4. 

Tsukuda was served with the OIP but did not appear at the hearing of which it had notice. 

On January 28, 2010, Petros informed the Division via email that it could serve him with papers 

at 5I9 Interstate 30, #248, Rockwall, Texas 75087, and someone would sign and forward the 

materials to him, or the Division could email papers to him. Exhibit 3 at Exhibits A, B. The 

Division used both means of delivering materials.3 On January 28, 2010, however, the owner of 

Pioneer Capital Associates, Inc., Phoenix Gold Mining Corporation, Euro Capital Incorporated, 

and Lone Mountain Mining Company. Exhibit 3 at Exhibit D. 

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 Exhibit 1, a certified copy of the registration statement filed on Form S-1 by Tsukuda on March 

27, 2009; Exhibit 2, a certified copy of an amendment to the registration statement filed on Form 

S-1/A on April 10, 2009; Exhibit 3, the sworn Declaration of Angelia L. Stewart, executed on 

February 3, 2010, with attachments A through E; Exhibit 4, the sworn Declaration of Robert C. 

Hannan, executed on February 3, 2010; Exhibit 5, a certified Certificate of Existence from the 

Secretary of the State of Indiana; Exhibit 6, a certified copy from the Secretary of the State of 

Indiana of Tsukuda’s Certificate of Incorporation and Articles of Incorporation; Exhibit 7, a 

letter dated September 3, 2009, signed by Bruce Weinberg, Firm Administrator, on Weinberg 

letterhead; and Exhibit 8, the sworn Declaration of Bruce Weinberg executed on February 3, 

2010. 

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 In addition to a package that included the OIP, the Service List, a Party Letter to Tsukuda, a 

Party Letter to Tsukuda c/o Cassidy & Associates, and Party Letter(s) to Tsukuda c/o Petros; the 

materials included the Civil Complaint, the Civil Complaint Cover Sheet, the Civil Certificate of 

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the private mail facility at the above address refused to accept delivery of the same materials for 

Petros from a private investigator retained by the Division. Exhibit 3 at Exhibit B. On January 

28, 2010, Petros acknowledged service on him, but not for Tsukuda. Exhibit 3 at Exhibit C. 

Federal Express delivered two packages of materials to c/o John Petros Tsukuda-America Inc. at 

the above address on January 29, 2010. Exhibit 3 at Exhibit D. On January 29, 2010, the private 

investigator personally served Petros at the Commission’s Fort Worth, Texas, Regional Office. 

Exhibit 3 at Exhibit E. 

On February 2, 2010, the Division attempted to set up a prehearing conference with 

Petros in a phone conversation. Exhibit 4. Petros acknowledged he was the registered agent for 

Tsukuda; stated he was not authorized to act for the company but refused to provide contact 

information for an authorized person; and stated he did not intend to defend or oppose the stop 

order proceeding. Exhibit 4. 

Tsukuda’s registration statement represented that: 

The Law Office of Cassidy & Associate has passed upon the validity of the shares 

being offered and certain other legal matters and is representing us in connection 

with this offering. Mr. Cassidy’s consent is attached to this prospectus as an 

exhibit. 

WEINBERG & COMPANY, P.A. an independent certified public accountant, has 

audited our financial statements included in this prospectus and registration 

statement to the extent and for the periods set forth in their audit report and has 

presented its report with respect to our audited financial statements. The report is 

included in reliance upon their authority as experts in accounting and auditing, 

and his consent is attached to this prospectus as an exhibit. 

Charlotte Anderson, BA P. Geo. is the consulting geologist. Ms. Anderson is a 

consulting geologist in the Geological Section and is a member in good standing 

of the University of San Diego of Professional Geoscientists in Hemet, California. 

Ms. Anderson’s consent is attached to this prospectus as an exhibit. 

Exhibits 1 at 14; 2 at 15. 

On September 3, 2009, the Public Company Accounting Oversight Board notified 

Weinberg that Tsukuda’s Form S-1 and Form S-1/A included, as part of the filings, audit reports 

with Weinberg’s name, address, and audit opinion. Exhibit 7. Weinberg has no knowledge of 

Tsukuda. Id. On receiving this information, Weinberg notified the Commission that it did not 

perform an audit of Tsukuda and did not consent to the inclusion of an audit report in any 

Tsukuda securities registration statement. Id. 

Interested Persons, the Civil Summons for Petros, and the Civil Summons for Tsukuda. Exhibit 

3 at Exhibit D. 

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CONCLUSIONS OF LAW 

Section 8(d) of the Securities Act states: 

If it appears to the Commission at any time that the registration statement includes 

any untrue statement of a material fact or omits to state any material fact required 

to be stated therein or necessary to make the statements therein not misleading, 

the Commission may, after notice by personal service or the sending of confirmed 

telegraphic notice, and after opportunity for hearing (at a time fixed by the 

Commission) within 15 days after such notice by personal service or the sending 

of such telegraphic notice, issue a stop order suspending the effectiveness of the 

registration statement. 

 The Commission has complied with the provisions of Section 8(d) of the Securities Act. 

The evidence is overwhelming that the allegations in the OIP are true. Petros filed a registration 

statement for Tsukuda that contained untrue statements of material fact and omitted material 

facts required to be stated so as to make the statements in the registration statement not 

misleading, including 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. In addition, Tsukuda is in default because it 

failed to answer, to appear through a representative at a hearing of which it had notice, and to 

otherwise defend the proceeding.4 See 17 C.F.R §§ 201.155, .220(f), .310. 

RECORD CERTIFICATION 

 Pursuant to Rule 351(b) of the Commission’s Rules of Practice, 17 C.F.R. § 201.351(b), I 

certify that the record includes the items described in the record index issued by the Secretary of 

the Commission on February 24, 2010. 

ORDER 

Pursuant to Section 8(d) of the Securities Act of 1933, I ORDER that the effectiveness of 

the registration statement filed by Tsukuda-America Inc. be, and it hereby is, suspended. 

This Initial Decision shall become effective in accordance with and subject to the provisions 

of Rule 360 of the Commission’s Rules of Practice, 17 C.F.R. § 201.360. Pursuant to that Rule, a 

party may file a petition for review of this Initial Decision within twenty-one days after service of 

the Initial Decision. A party may also file a motion to correct a manifest error of fact within ten 

days of the Initial Decision, pursuant to Rule 111 of the Commission’s Rules of Practice, 17 C.F.R. 

§ 201.111. If a motion to correct a manifest error of fact is filed by a party, then that party shall 

have twenty-one days to file a petition for review from the date of the undersigned’s order resolving 

such motion to correct manifest error of fact. The Initial Decision will not become final until the 

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 On February 22, 2010, my Office received several documents mailed from John Petros, 5I9 

East Interstate 30, #248, Rockwall, Texas 75087, that included the Complaint; Motion for 

Summary Judgment and Statement in Support of Summary Judgment; and Motion for Summary 

Judgment, Defendants Denial of Allegations, and Counter Claim for Damages. 

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Commission enters an order of finality. The Commission will enter an order of finality unless a 

party files a petition for review or motion to correct manifest error of fact or the Commission 

determines on its own initiative to review the Initial Decision as to a party. If any of these events 

occur, the Initial Decision shall not become final as to that party. 

_______________________________ 

 Brenda P. Murray 

 Chief Administrative Law Judge 

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