original is from the san diego court site-which has

original is from the san diego court site-which has disclaimers re this-and I translated the pdf into text for easier readability and compactness etc

just the facts section of the complaint-not the intro and not the causes of action-to come later either when somebody posts the pdf or otherwise-with the exhibits its ca 69 pages total in the complaint

FACTS -as alleged-unaltered except I added paragraph spacing in places to aid reading and included a very small amount of bracketed explanatory material as per convention:

"18. The representations by Defendants [Geo et al] to Plaintiffs [CWRN et al] were made during numerous
meetings in 2010, 2011, and 2012, in Nevada, California, USA and Baja California, Mexico, and
during numerous telephone conversations and emails while Plaintiffs were in Nevada,
California, and Mexico and Defendants were in New York, California and Mexico.

19. In or about early in the year 2010, Robert Cotton and Sharon X-caret Vasquez
Monroy were introduced to Edward MUl and Jimmy YEE, by Shirley Lee.

20. In or about early through mid-2010, Plaintiffs, through their representatives,
discussed potentials for MUI and YEE to become joint venture partners in the mine controlled
and operated by Plaintiffs, known as "'Mina Guadalupe", in Baja California, Mexico, under a
mining royalty agreement held by Plaintiffs with the concession owner, and in an a mining
concession being pursued by Plaintiffs known as "El Tepustete" also located in Baja California,
Mexico. TMT GLOBAL and JWT TRADING were never mentioned during these discussions.
The only corporation identified by MUI and YEE during this period was GEO J.S. TECH
GROUP, INC.

21. On or about May 7, 2010, defendants agreed to invest the sums of $100,000.00 in
exchange for security provided by plaintiffs in the amount of 50 million shares of Cotton &
Western Mining Inc ("CWRN") common stock to be held as security, and $150,000.00 in
exchange for receipt of an additional 50 million CWRN common shares as security, locked for
90 days from receipt. At the time of defendants' investment and delivery of the common shares,
50 million shares were publicly trading at a value of approximately $250,000.00 (between .0041
and .0058 per share, or a blended rate of approximately .005 per share). In short, the value of
the security provided to defendants in exchange for $250,000.00 in investment was
approximately $500,000.00 in securities. Plaintiffs were unaware of the existence of JWT
TRADING until YEE provided a check drawn on an account in the name of that corporation.

22. Further, on or about May 7, 2010, defendants agreed to provide an additional
capital contribution of not less than $1,000,000.00 to PAN AM together with the promise to
provide specific equipment of undetermined value.
COMPLAINT
Page 4 of 28 Pages

23. A copy of the written agreement between plaintiff, PAN AM, and defendant,
GEOTECH, entitled Memorandum of Understanding (MOU) and dated May 7, 2010, is attached
hereto as Exhibit A and made a part hereof.

24. A copy of defendant JWT TRADING CORP's HSBC check # 1020 payable to
Pan American Mineral Ventures, LLC, in sum of $100,000.00 and Cotton & Western Mining,
Inc stock certificate provided to defendants for 50 million shares of common stock are attached
hereto as Exhibit B and made a part hereof.

25. As of September 21, 2010, defendants had contributed only the sum of
$500,000.00, secured by 100,000,000 shares of CWRN common stock, and plaintiffs had
become doubtful about whether defendants possessed the financial viability they claimed.

For that reason, PAN AM and GEOTECH entered into a Farm-In Security Agreement dated
September 21, 2010, wherein it was agreed that if GEOTECH failed to provide sufficient capital
for PAN AM to complete project financing through the first shipment of ore from the Guadalupe
mine, GEOTECH would be entitled to only 150% of its cash investment and a rental value for
specific equipment for the period the specific equipment was used by PAN AM at the mine site.
A copy of the Farm-In Agreement between PAN AM and GEOTECH dated September 21, 2010,
is attached as Exhibit C and made a part hereof.

26. Shortly after defendant GEOTECH and plaintiff Pan Am executed the Farm-In
Agreement, GEOTECH represented that it was financially able to provide financing for the
Guadalupe mine operation, and to provide specific equipment for use of mining operations, and
requested that the parties enter into a Joint Venture Agreement (JVA) as referenced in the MOU,
presenting an agreement drafted by its legal counsel. Plaintiffs, without the assistance of legal
counsel, made certain suggested modifications to the draft JVA provided by defendants, the JVA
was again modified by defendants' legal counsel, and provided to PAN AM for signature
approval.

27. On or about September 26, 2010, PAN AM and GEOTECH entered into a Joint
Venture Agreement for the Baja Pacific Iron Mineral Mining Project (JVA). A copy of the
signed JVA is attache hereto as Exhibit D and made a part hereof.
COMPLAINT
Page 5 of 28 Pages


1 28. GEOTECH's attorney memorialized the agreements between the parties in the JVA
2 as follows:
3 (A) GEOTECH's duties and commitments were memorialized at paragraphs 2 through 7,
4 inclusive, to be:
(i) to initially contribute $1,500,000.00 in cash as and for the financial support for the
6 business, general mining operations, and non-operational costs, and equipment valued by
7 GEOTECH at $500,000.00;
8 (ii) to provide an additional capital contribution of up to $4,000,000.00, if required; to
9 maintain the continuity of the venture and business mining operations,
(iii) to be fully responsible for the sales of finished product to various countries as agreed
11 upon by the parties,
12 (iv) to be solely responsible for the management of all Documentary Letters of Credit
13 (DLC) and banking transactions for the venture as related to sales and disbursement of cash
14 settlements,
(v) to produce and provide full access and copies to PAN AM of all banking statements,
16 transactions, accounting records, and any/all relevant financial documents pertaining to the Joint
17 Venture.
18 ( PAN AM's duties and commitments were memorialized at paragraphs 8 through 18,
19 inclusive, to be:
(i) to continue to hold the mineral mining rights, license, authority, requisite mining
21 permit under Mexican Mining Law to extract, mine and sell or transfer said minerals for
22 valuable consideration on the open commodity trade market to foreign and/or national buyers
23 without impediment, restriction or otherwise from the indicated mining lot known as "'Mina
24 Guadalupe", Baja California, Mexico, which it held at the commencement of the joint venture,
with the necessary financing and investment to be provided by GEOTECH;
26 (ii) to maintain existing rights, license, authority, governmental concession and/or
27 mining permits that had been duly registered with and obtained from the Secretary of Economy,
28 Mining Division Public Registry and all due and regulatory fees have been paid thereby allowing
COMPLAINT
Page 6 of 28 Pages


operations to be conducted in compliance with the same, including but not limited complying
with technical safety and environmental standards, provide the Ministry with statistic, technical
and accounting reports, and file checking reports before the Ministry every May and refer to
works carried out from January to December of the preceding year so as to execute its duties
under the mining concession, which PAN AM possessed at the commencement of the venture;.

(iii) to continue with the prosecution of a pending legal motion on the title of "El
Tepustete" in Mexico [ which is Baja 4-a small concession in the mountains I believe], and, at the disposition of said motion, if favorable to PAN AM, to include
"El Tepustete" as an asset of the Joint Venture, together with any and all other iron mineral
concessions that PAN AM acquired in Baja California in the future while the Joint Venture was
in force;
(iv) to provide its own costs for all geological analysis for the mining lots "Mina
Guadalupe" to GEOTECH;
(v) to solely control, supervise, and direct all :mining operational activities such as, but
not limited to, conducting all, exploration and mining operations, conducting all quality and
production controls consistent with industry standards, coordinate and provide all inland freight
logistics in an expeditious and reasonable mariner, provide all necessary labor forces, workers
for mining' and equipment operations;
(vi) to lawfully operate the concession/mine to comply with all local, state, federal. and
treatise laws of Mexico, and in the event that a warning or violation to reasonably take all
precautionary actions to, mitigate or eliminate GEOTECH's risks and involvement in such
violation;
(vii) to allow GEOTECH to inspect the concession to ensure compliance with all local,
state, federal and treatise laws upon reasonable advance notice from GEOTECH;
(ix) to maintain all equipment within the concession according to maintenance schedule
or recommendations. provided by the equipment manufacturer;
(x) to restore the concession parcel to comply with all environmental restoration
laws/regulations according to local, state and federal laws of Mexico, after the iron ore or
minerals have been exhausted from the concession/mine.
COMPLAINT
Page 7 of 28 Pages


29. GEOTECH's attorney provided in the JVA at ¶ 22 and ¶ 23 that
2 (A) the Joint Venture's Mining Operations and Accounts Payable would be directed,
3 controlled and managed by PAN AM through its President, Sharon X-caret Vazquez Monroy,
4 and its Vice President and Mining Director: Robert L. Cotton, and
5 ( the Joint Venture's Product Sales, Documentary Letters of Credit, Primary Banking
6 Accounts and Accounts Receivables would be directed, controlled and managed by GEOTECH
through its President & Chief Executive Officer, Edward MUI, its Vice President & Chief
Financial Officer, Jimmy YEE, and its Vice President & Corporate Secretary, Shirley Lee.

30. The JVA provided at ¶3, ¶4, ¶25 and ¶26 that GEOTECH (a) was obligated to
have contributed a minimum of $2,000,000.00 at the time of the commencement of the Joint
Venture, and that a total of an additional $4,000,000.00 would be provided as needed for
continuing mining operations. The JVA also provides that as of the time of execution of the
JVA, GEOTECH had "committed"[ dont know what this means-its not the same as provided] $1,000,000.00 in cash and equipment valued at $500,000.00.

31. The JVA provides a ¶27 that no party has the right to withdraw any portion of its
capital contribution without the express consent of the other party. PAN AM has not approved
any withdrawal or return of GEOTECH's capital contribution, except as set out in the JVA.

32. Plaintiffs are informed and believe that GEOTECH has sold the CWRN common
18 stock provided to GEOTECH as security for its investment for sums possibly greater than the
19 total amount of defendants' investment in the Joint Venture. Moreover, the warrant/option
20 obtained by defendants as additional security for the investment, which was redeemed by
21 Defendants at $0.005 per share, traded between May 5, 2010 and April 6, 2011, at between
22 approximately $0.005 at start and up to over $0.0265 per share. The potential return to
23 Defendants from trading 150,000,000 shares of CWRN common stock that was to be held as
24 security for the invested funds, if traded at $0.0265 per share, could have provided
25 $5,300,000.00 to Defendants. Plaintiffs have requested an accounting from Defendants
26 regarding any CWRN shares that were sold by Defendants, but Defendants have failed and
27 refused to provide such an accounting.
28

COMPLAINT
Page 8 of 28 Pages

33. Plaintiffs are informed and believe and based thereon allege that Defendants both
sold the CWRN shares provided as security and, by placing such a large volume of shares on the
public market within a short period of time, damaged the value of CWRN stock which is now
trading at approximately $0.0016 per share. The resulting reduction in the stock value of Cotton
& Western Mining, Inc. from approximately $ 115, 583,354 to approximately $6,978,618 may
have resulted, but without an accounting of when the security was sold, if it was sold, the value
change that might have resulted from trading up to 150,000,000 shares of stock within a defined
period, the damage resulting to Cotton & Western Mining, Inc. is subject to proof at trial.

34. The resulting damage to the asset value of Cotton & Western Mining, Inc. and
PAN AM from the defendants' failure to honor the requirements of the JVA and from
defendants' self-dealing, cannot be determined without analyzing additional information that is
in the possession of defendants, and is subjec to proof at trial.

35. Plaintiffs are informed and believe and thereon allege that: GEOTECH has not
provided any accounting to date that confirms its contribution of initial stated capital
contribution of $1,500,000.00 in cash and $500,000.00 of equipment, only a statement in the
JVA that said sum was "committed" by GEOTECH to the Joint Venture project. Further,
GEOTECH has not contributed the required additional sum of $4,000,000.00 of its capital
commitment, despite the demands of Pan Am for payment of expenses and management fees
owed to Pan Am pursuant to the provisions of the JVA, and did not contribute equipment with a
value to the Joint Venture of $500,000.00 but instead provided equipment through another
corporation that was transferred to a Mexican corporation that was subject to rental fees owed to
the title holder of the equipment; that GEOTECH has provided accountings for loans made to the
Joint Venture for substantially less than the amount represented to be its capital contribution to
the Joint Venture; that said accountings provided by GEOTECH show that GEOTECH has
repaid itself more than the amount allegedly loaned to the Joint Venture and more than
GEOTECH was entitled to receive pursuant to the provisions of the JVA.

36. The JVA provides at ¶ 29 for distributions from gross revenues as follows:
(A) 5% to GEOTECH as management fees;
COMPLAINT
Page 9 of 28 Pages


( 5% to PAN AM as management fees;
(C) from remaining 90%, 30% to GEOTECH to retire Project Capital Funding;
(D) the remaining gross revenues received to be equally distributed between GEOTECH
and PAN AM, unless otherwise agreed by GEOTECH and PAN AM.

37. Shortly after executing the JVA, Plaintiffs became aware that Defendants had
removed a material provision that had been included in all previous drafts of the Joint Venture
Agreement. The missing provision regarded the payment and repayment of PAN AM's mining
expenses as a percentage of gross revenues before the remainder was equally divided between
GEOTECH and PAN AM equal to the percentage GEOTECH was to receive for retirement of
invested capital contributions, that is, thirty percent (30%) of the revenues remaining after
payment of management fees.

38. Upon Plaintiffs discovering that the mining expense reimbursement had been
removed from ¶ 29 in the final JVA version that was executed by both parties, Plaintiffs notified
Defendants of this error and oversight in the final JVA version, but Defendants refused to
replace the missing provision unless Plaintiffs agreed to a completely revised Joint Venture
Agreement that would have imposed personal liability on officers, changed the parties to the
Joint Venture, added mining properties to be provided by PAN AM, required Plaintiffs to assign
100% of their land/extraction lease rights to GEOTECH, increase the stated value of equipment
ostensibly provide by GEOTECH, and a number of other requirements that were beneficial to
Defendants and detrimental to Plaintiffs. Plaintiffs refused to agree to the additional
requirements imposed by Defendants as a condition to restoring the missing provision to ¶ 29 of
the JVA. A copy of a proposed draft of the replacement Joint Venture Agreement provided by
GEOTECH, which was never approved or signed by Plaintiffs, is attached hereto as Exhibit E
and made a part hereof.

39. The JVA provides at ¶ 37 that all funds of the Joint Venture will be held in the
name of the Joint Venture and will not to be commingled with the funds of any other person or
entity, and that all Joint Venture funds are to be placed into accounts designated by the parties.
COMPLAINT
Page 10 of 28 Pages


40. GEOTECH, the party charged with the responsibility of handling the investment
and sales proceeds of the Joint Venture, and the maintenance of all Joint Venture accounts,
placed all funds - loaned, invested and sale proceeds - into an account in its own name,
commingling Joint Venture funds with its own. Plaintiffs are informed and believe and based
thereon allege that Defendants paid their company, related company, and personal expenses
from funds that were the property of the Joint Venture, and treated the funds in said account as if
said funds were the personal property of the officers and directors of GEOTECH.

41. Plaintiffs are informed and believe and thereon allege that GEOTECH, and
Defendants individually and collectively, have violated and/or caused GEOTECH to violate the
terms of the JVA as follows:
(A) GEOTECH has failed to provide capital investment as required by ¶ 4 the JVA,
despite repeated requests and notification that additional sums were needed for mining
operations;
( GEOTECH has failed to provide and produce copies of all banking statements,
transaction, accounting records and financial documentation pertaining to the Joint Venture,
despite repeated requests for supporting documentation, as required by ¶ 7 of the JVA;
(C) GEOTECH has repeatedly utilized and directed proceeds of sale of product and paid
accounts that were not approved and directed by PAN AM in violation of ¶ 22 of the JVA;
(D) GEOTECH has failed to allocate and distribute management fees, retirement of
Project Capital Funding and proper division of remaining sale proceeds to PAN AM in violation
of ¶29 of the JVA;
(E) GEOTECH has failed to provide consistent records of sales and sale proceeds in
violation of ¶ 34 of the JVA;
(F) GEOTECH has failed to place proceeds of sale and other Joint Venture funds into
accounts approved by PAN AM, and has failed to joint in opening of bank accounts in the name
of the Joint Venture despite PAN AM having attempted to open such accounts, in violation of
37 of the JVA;
COMPLAINT
Page 11 of 28 Pages


(G) GEOTECH has maintained all Joint Venture related accounts in its own name, and
deposited and kept Joint Venture funds in accounts in its own name, despite the continuing
objections of PAN AM, in violation of ¶ 37 of the JVA;
(H) GEOTECH has commingled Joint Venture funds with its own funds in violation of ¶
37 of the JVA;
(1) GEOTECH, by reason of its fiduciary malfeasance and self dealing, has placed both
the Joint Venture and PAN AM in a dire financial condition and has been the direct cause of
damage and financial loss to PAN AM;

(J) GEOTECH has failed to keep accurate and complete books of account of the
transactions it claims to have handled on behalf of the Joint Venture in violation of ¶34 of the
JVA, and of those accounting records provided by GEOTECH with its representations that the
records were full and complete, the accounting records provided by GEOTECH to PAN AM (1)
have discrepancies greater than $1,200,000.00, and (2) confirm that more than $962,355.75 of
funds resulting from sale of Joint Venture product, that should have been placed in Joint Venture
accounts, and that should have been distributed to PAN AM as required by the JVA, had been
utilized by GEOTECH for its own purposes unrelated to the Joint Venture, and (3) provided
evidence that more $1,000,000.00 of Joint Venture generated funds were utilized by GEOTECH
for unapproved payments and non-project related expenses, and (4) GEOTECH had failed to
provide any information on more than $1,000,000.00 in retentions;
(K) GEOTECH failed to provide proof or documentation for the alleged capital
contribution of $1,500,000.00 in cash specified in the JVA as having been "committed" by
GEOTECH to the Joint Venture, or documentation of the value of the equipment allegedly
contributed by GEOTECH to the Joint Venture as stated in the JVA.

42. Based on the information currently available to PAN AM, in addition to obvious
material breach of contract as to numerous provisions of the JVA, it is Plaintiffs' belief that the
factual background of GEOTECH's self dealing and the self dealing of defendants MUI and
YEE, constitutes repeated and continuing breaches of fiduciary duties owed by GEOTECH to
PAN AM, conversion of funds due to PAN AM and to the Joint Venture, embezzlement of Joint
COMPLAINT
Page 12 of 28 Pages

Venture and PAN AM funds that should have been held in trust by GEOTECH, theft of monies

2 received for the benefit of both PAN AM the Joint Venture, intentional fraud, deceit and material
3 non-disclosures and misrepresentations.

FIRST CAUSE OF ACTION
Fraud - Intentional Misrepresentation


43. Plaintiffs re-allege and incorporate herein Paragraphs 1 - 42 above.
44. Defendants, and each of them, made numerous material factual representations
Plaintiff, with knowledge that the representations were false. For example, but not by way of
limitation, Defendants falsely represented that they would abide by the terms of the JVA, would
provide additional capital required by the terms of the JVA, would provide and produce invoices
for the operations they claimed to have paid for the purposes and benefit of the JV, would and
did not expend any funds that were due to the JV or received for JV purposes for the purposes of
itself or themselves or any of them or for other companies owned or controlled by any one or
more of them, would open JV accounts together with plaintiffs for the purposes of the JV and
pursuant to the JVA, would and had maintained all JV accounts in the name of the JV, would
and had not commingled any of the JV's funds with their own or with the account(s) of any of
them, would and had maintained accounts for the JV in accordance with GAAP standards.
45. The above representations -along with dozens of others were false, and
Defendants knew they were false at the time that each communicated the false representation to
Plaintiffs.
46. Defendants, and each of them, communicated these false representations to
Plaintiffs with an intent to induce Plaintiffs, and each of them, to rely upon them by entering into
the JVA with Defendants, and after entering into said JVA continuing to allow Defendants to
handle JV operations, accounts, deposits, transportation, and sales of ore from the JV mine.
Plaintiffs justifiably relied upon these false representations by, among other things, entering into
the JVA with Defendants and continuing to allow Defendants to control the JV funds, accounts,
transportation and sales.
COMPLAINT
Page 13 of 28 Pages