Here's a brief summary of U.S. District the Court Case CV99-12129 (CD of Calif., filed Nov. 30, 1999).
The Plaintiffs seek redress for the willful theft of a public corporation; to recover converted control shares of PRWT, or an equal number of PABN shares; to properly adopt a merger plan with PABN by a legally authorized Board of Directors; to institute a proper accounting for corporate funds; to rectify various actions by the present Board of Directors; to recover all insider profits and transmutations that went to benefit of Defendants; and to establish a committee to review corporate compliance with the Delaware laws and the SEC.
Plaintiffs also seek to prohibit wrongful interference with their property rights in 80,000,000 shares of PRWT by prohibiting the transfer or sale of those shares.
Plaintiffs
St. Jude Mission Trust and Charles and Barbara Roberts Family Trust co-owners of Matrix (formerly Maxima Holding Company);
Donald A. Shaw is a Trustee of St. Jude
v.
Defendants
Purewater Sciences International, the publicly traded Delaware corporation which allegedly merged with Panamerican Bancorp in June of 1998.
John Schmitz, Chairman and CEO of PABN;
Continental Stock , the Transfer agent for PRWT and PABN, Michael J. Nelson is President and CEO;
Jack Halperin is alleged to be the corporate counsel for PABN.
In plain English, the 44-page complaint with 17 pages of attachments, outlines a merger and stock transfer deal that went bad. The papers allege a conspiracy between John Schmitz, Continental Stock Transfer, and the corporate counsel of PABN to gain control of approximate 400,000,000 shares of PRWT.. Shaw characterizes the transfer of shares as the world's best stock purchase-ever, a payment from John Schmitz of $15,000 to cover some accrued expenses.
Schmitz approached the majority owners of PRWT in 1997 stating that he represented "heavy investors" who had signed stock purchase agreements for Purewater. According to the complaint, Schmitz represented the stock would reach a market value of two dollars ($2.00) per share before the summer of 1998, and that Matrix would receive two million (2,000,000) free-trading shares of the new, or surviving company (PABN), guaranteed at the $2.00 market price.
Schmitz, requiring all corporate documentation, agreed to pay Roberts all accrued storage, shipping, and handling if Roberts would retrieve the documents and ship them to him. The cost of 6 years storage fees and shipping was $15,000. Schmitz paid this with borrowed money.
Eighty million shares (80,000,000) of PRWT stock were to be held in trust for the plaintiffs until they received the two million PABN shares. Now the transfer agent refuses to transfer or replace those shares with PABN stock.
Plaintiffs list 14 causes of action, including fraud, breach of contract, conversion, conspiracy, and RICO. They request injunctive relief, recision of the contract, and damages in the millions of dollars.
Defendants contend $15,000 was total payment and that there was never a guarantee of $2. per share for 2 million PABN free-trading shares.
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What a deal Schmitz made, 400 million shares for $15,000 ..... let's see, that calculates out at .0000375 cents per share. That Schmitz fellow is a genius alright. |
