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27. Defendants, and each of them, have breached the laws of Delaware as well as all the ethics of corporate behavior with their conspiracy, fraud, ultra vires transactions, SEC violations and outright theft. As always, greed motivates reckless and regrettable actions. Even the refusal to transfer or convert, those eighty million shares (80,000,000) held by Matrix's broker smacks of their intent to somehow steal those remaining shares, and which refusal, has already caused Matrix to lose over five-million dollars ($5,000,000) with market fluctuation as reflected in a Bloomberg chart and a recent Charles Schwab Statement, attached hereto as Exhibit "E" and by reference thereto are incorporated herein and becomes a part hereof.
FRAUD
[AGAINST DEFENDANTS SCHMITZ AND HALPERIN]
28. Plaintiffs incorporate by reference Paragraphs 1 through 27, inclusive and make the same a part hereof as though set forth verbatim herein.
29. These Defendants, and each of them, induced Plaintiff, Matrix to deliver to Defendant, Schmitz, three hundred eleven million, one hundred and twelve thousand two-hundred and twenty-four (311, 112,224) capital shares of Purewater Sciences International, Inc. on the representations that, if these shares could be utilized to satisfy certain investors, a merger could be framed which would result in a market where the value of each share for share transfer in the "new" corporation utilizing the Matrix "Purewater shell" would increase to two dollars ($2.00US) capital shares owned by Plaintiffs, St. Jude Mission Trust and Charles and Barbara Roberts Family Trust must be utilized, but, those named Parties would receive two million (2,000,000) converted free-trading shares with a guaranteed market value of at least two dollars ($2.00) per share; and while such a merger would be in the best interest of Purewater, that the interests of all the original shareholders would be protected and enhanced. |
