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Tuesday, April 16, 2024 | Back issues
Courthouse News Service Courthouse News Service

Texan Conjured Stock From Nothing, SEC Says

(CN) - A Texas man registered five gold mining companies with the SEC, and tried to sell stock in them, but his registration statements contained "bogus audit and legal opinions and consents from nonexistent lawyers and accountants; fabricated corporate financial information; and [he] falsely held himself out to be a lawyer - issuing legal opinions as company counsel," the SEC says. It sued John W. Petros, 50, and his company Tsukuda-America in Dallas Federal Court.

The SEC says Petros filed an offering to sell $600,000 in Tsukuda common stock, at 20 cents a share, and that his registration statement "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.

"Petros, Tsukuda's sole officer and director, prepared and submitted the false and misleading registration statement to the commission," according to the complaint.

The SEC adds that Petros "similarly prepared and submitted false and misleading registration and offering statements" for four other companies: Pioneer Capital Associates, Phoenix Gold Mining Corp., Euro Capital Inc., and Lone Mountain Mining Co.

Petro claimed that Tsukuda's financial accounts had been audited by Weinberg & Co. of Boca Raton, Fla., though that firm has never done any work for Petros or Tsukuda, the SEC says.

Petros included a legal opinion from a law firm called Cassidy & Associates of Indianapolis, and a report and consent by geologist Charlotte Anderson, all of whom Petros conjured up from thin air, the SEC says.

All of his companies are "shell companies that had no or only limited business operations," the SEC says.

The SEC wants Petros, of Richardson, Texas barred from filing any registration or offering statements or participating in any offering of penny stock. It also demands civil penalties.

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