Silicon Investor (SI) -- The First Internet Community

STOCKTALK

We've detected that you're using an ad content blocking browser plug-in or feature. Ads provide a critical source of revenue to the continued operation of Silicon Investor. We ask that you disable ad blocking while on Silicon Investor in the best interests of our community. If you are not using an ad blocker but are still receiving this message, make sure your browser's tracking protection is set to the 'standard' level.

Microcap & Penny Stocks : PanAmerican BanCorp (PABN) -- Ignore unavailable to you. Want to Upgrade?

To: wonk who wrote (43664)	9/16/2000 7:37:33 AM
From: ColleenB	Respond to of 43774

here's a start..... page 8... 21. Sometime early in 1997, Defendant, John Schmitz, aggressively approached Charles Roberts, a former Officer and Director of Purewater, and a current Manager of Matrix, the registered owner of the majority interest of Purewater Sciences International, Inc. alleging that he (Schmitz) represented a number of investors who had signed stock purchase agreements for Purewater stock and requested the return of all available shares of Purewater stock to capitalize Purewater. Mr. Schmitz alleged that this stock would reach a market value of two dollars ($2.00) per share before the summer of 1998, that Matrix would receive two million (2,000,000) free-trading shares of the new, or surviving company, (PanAmerican Bancorp), guaranteed at that said two dollar ($2.00) market price and, Schmitz, allegedly requiring all corporate documentation, also agreed to pay to Charles Roberts all accrued storage, shipping and handling costs for Purewater corporate stored documents personally stored by Charles Roberts, if Roberts would agree to retrieve those said documents and ship them to Schmitz.

To: wonk who wrote (43664)	9/16/2000 7:40:48 AM
From: ColleenB	Respond to of 43774

page 9... 22. Matrix International, Ltd. [formerly named Maxima Holding Company, LLC], owner of all those aforementioned shares of Purewater, which amounted to a control position in Purewater, and with the confidence of that planned irrevocable power to transfer shares reserved only to the ad hoc Corporate Counsel, Donald J. Shaw, ESQ, by irrevocable corporate resolution, kin good faith, transferred possession of those shares [311,112,224] to Defendant, John Schmitz, reserving only those shares [80,000,000] actually held in Trust for past-directors Roberts and Shaw, free of any requested payment to Matrix, whatsoever, except for payment of a personal storage claim of Charles Roberts for his personal storage, shipping and handling of corporate records which was mutually agreed to be an amount of $15,000. 23. Matrix, by it's Board of Directors, decided that it was in the best interest of Purewater and it's Shareholders, including Roberts and Shaw, to cautiously join with Defendant, John Schmitz, and assist him in his plans and oversee his actions concerning the involvement of Purewater, being fully convinced that the necessary irrevocable ad hoc Attorney Opinion Letter would prevent any action by Schmitz without the consent of Matrix which held the controlling vote of Purewater. However, Defendant John Schmitz, then requested the balance of those eighty million (80,000,000) shares held in Trust for Roberts and Shaw on the premise that these too would be necessary to satisfy "other investors". 24. It was orally agreed that if Purewater could be properly used as a "public shell" to structure a viable merger and establish an effective entity, then Matrix would provide a proper Opinion Letter from ad hoc counsel, Donald J. Shaw, and, upon reaching a market price of two dollars ($2.00US) per share, or with an irrevocable guarantee, Matrix would surrender that remaining eighty million (80,000,000) Purewater shares, also with that proper Opinion Letter, to Schmitz's direction, conditioned upon delivery of one-million (1,000,000) shares of the new entity to each Roberts and Shaw as compensation for their vested interests.

To: wonk who wrote (43664)	9/16/2000 7:45:53 AM
From: ColleenB	Respond to of 43774

page 10... Because Schmitz's requests for that "eighty million" increased, it was suggested that the more prudent course for Matrix would be to frame a written agreement with Schmitz that would address the approximate three hundred and ninety-one million (391,000,000) shares delivered to Schmitz (without Opinion Letter) and the proposed delivery of the eighty million (80,000,000)held in Trust for Roberts and Shaw. 25. Schmitz refused to enter into a formal agreement but did agree to a simple, but non-binding writing intended as his letter of intent in which he actually acknowledged those shares delivered to him in good faith, and, which he attempted to limit Roberts and Shaw in the participation in the new corporate stock after the merger. A copy of that writing is attached hereto as Exhibit "D", and by reference thereto becomes a part hereof. 26. In point of fact, Defendant, Schmitz, ignored the facts that only Shaw was "irrevocably authorized" to remove that "affiliate" legend from the Purewater shares; that the executory "agreement" with Roberts and Shaw was without consideration; that a tender of new free-trading shares was required to Roberts and Shaw; that even non-performance would destroy any offer by the Parties; that no compensation was paid to Matrix for the delivered Purewater shares; that by design, no merger or other corporate action could be consummated without the vote of the registered owner of the majority shares [Matrix]; and that Matix was still a major shareholder of just under ten percent (10%) of the outstanding shares. Defendant, Schmitz, conspiring with Defendants, Halperin and Nelson, acting as Trustee of those shares [311,112,224], only for "investor confirmation", refused to return those delivered shares of stock, refused to transfer the retained Purewater shares [80,000,000]into the new corporate shares [PanAmerican Bancorp], and, refused to recognize the irrevocable prior-resolutions of the Board of Directors of Purewater. More succinctly stated, those named Defendants, jointly and severally, blatantly stole those shares, the company and the future of Purewater of which, the majority is owned by Matrix.

To: wonk who wrote (43664)	9/16/2000 7:51:38 AM
From: ColleenB	Respond to of 43774

page 11... 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.

To: wonk who wrote (43664)	9/16/2000 7:55:03 AM
From: ColleenB	Read Replies (1) \| Respond to of 43774

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.