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and twelve thousand, two hundred and twenty-four (311,112,224) capital shares of Purewater, with a clear "Affiliate" legend on each shares with a plan to vote those shares and create a pseudo Board to effect the complete theft of Purewater; to change the name of Purewater by merging with PanAmerican Bancorp; to avoid any payment of compensation for those said shares; and, to ignore the fact that there was no Resolution of the Board of Directors of Maxima Holding Company, LLC. (the owners) now with the legally changed name of Matrix International, Ltd, as the registered owner of those shares authorizing this assignment. Whether or not Defendants, Continental and/or Nelson were financially involved with shares and/or other benefits which might sway their judgment is not proven at this time. But, certainly, after several telephone conversations and the letter of May 4, 1999, a copy of which is attached hereto as Exhibit "F", which by reference thereto is incorporated herein as a part hereof, these Defendants could not claim to be an innocent party without notice and could not be relieved of their duty of due care to Matrix and to the other Shareholders of Purewater and at the very least should not continue trading shares so as to avoid joining in this scheme of miscreants acting with a reckless disregard for the rights of the Registered Owners and thereby violated their pledge of trust.
Second, after Matrix gave the express notice to Defendants, Continental and Nelson, of the required ad hoc Attorney Opinion Letter required by irrevocable resolution together with a copy of the relevant Corporate Minute, these Defendants remained faithful to the other Defendants and did nothing - trading continued. However, when Matrix sought to sell its remaining shares of Purewater, being less than ten percent (10%) of the outstanding shares of PanAmerican Bancorp and accompanied by the only proper Attorney Opinion Letter, the transfer was refused because of the "Affiliate Legend" on each share. A copy of Purewater share is attached hereto as Exhibit "G" and by reference thereto is made a part hereof. |
