A judge has suspended the stock offering registration statement of a mining exploration company after the Securities and Exchange Commission charged it with filing a forged audit report and stopped trading of the companys stock.
Chief Administrative Law Judge Brenda P. Murray suspended the registration statement of Tsukuda-America, an Indiana corporation that wanted to offer $600,000 of common stock. The registration statement had contained an audit report from a CPA firm, Weinberg & Co., but the firm denied any knowledge of Tsukuda.
In late January, the SEC issued a stop-order proceeding against the company and sought to suspend the effectiveness of its registration statement, which the judge granted Friday. At the time, the SEC also filed a civil injunctive action against the company and its sole officer, director and shareholder, John W. Petros of Richardson, Texas.
The SEC alleged that the registration statement, which was originally filed March 27, 2009, contained a forged audit report and consent; falsely identified a stock transfer agent company as being the transfer agent for Tsukuda; included a bogus legal opinion and geologists report, and sham consents from an attorney and geologist who do not exist; and contained fictitious financial information. The complaint also alleged that Petros caused four other companies to file registration or offering statements with the SEC that were false, misleading, and contained bogus documents.
The registration statement had contained a faked audit report, claiming, Weinberg & Co. PA, 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.
However, on Sept. 3, 2009, the Public Company Accounting Oversight Board notified Weinberg that Tsukudas Form S-1 and Form S-1/A included, as part of the filings, audit reports with Weinbergs name, address and audit opinion. Weinberg said it had no knowledge of Tsukuda, and subsequently notified the SEC 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.
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