page 12........
30. Those representations made by those Defendants, and each of them, were, in fact, false and fraudulent. The true facts were that Defendants never intended to pay for those three hundred eleven million one hundred twelve thousand two hundred and twenty-four (311,112,224) Purewater shares, delivered to Defendant, Schmitz, by Plaintiff, Matrix International, Ltd; never intended to hold those said shares pending the receipt of a proper Opinion Letter of Attorney Shaw, as irrevocably directed by corporate resolution; and, never intended to issue to Roberts and Shaw that two million (2,000,000) PanAmerican Bancorp free trading shares, with a guarantee of a two dollar ($2.00US) per share guaranteed market value as agreed.
31. What those Defendants, and each of them, did intend, and in fact that which was done was to take possession of those control shares of Purewater by feigning good faith and executing a pre-conceived plan to steal those shares, not disclose the legend which could only be removed by Attorney Shaw, then contrive a scheme to induce Roberts and Shaw to also deliver the remaining shares [80,000,000] held in Trust for them, and transfer those shares for their own benefit, fraudulently take control of Purewater and without notice to, or consent of, that owner, Matrix International, Ltd., they created a new Board of Directors and embarked upon a series of ultra vires acts and resolutions including their merger, or de facto merger, which resulted in the creation of that new publicly traded entity, known as "PanAmerican Bancorp" by the fraudulently induced surrender or theft of the corporate "shell" and its remaining patent and marketing agreements.
32. In point of fact, when Defendants, and each of them, made those representations they knew them to be false; those representations were made with the intent to defraud and deceive Plaintiffs and to induce them to release possession of those aforestated Purewater control shares so as to effect their plan of corporate theft. |
