Bashers continually post about legal situations wh

Bashers continually post about legal situations where CWRN is defendant but seems whenever post about CWRN suit against others its deleted as off topic on lieflub on speed dial- allegedly because of connections between lieflub and or various admins and targeted shorting of these stocks-and 1 of those principals admitted to being an informant for SEC-

as I said it smacks of collusion-powerful politician thinks business is evil and has to be stopped-is unsuccessful against big business-so gives SEC etc a political mandate to attack these low priced pennies-reportedly hiring 100's of extra sec lawyers to do so-

sec greenlights dtc/otc etc-they all (w dtc reportedly owned by brokers- dtc restricts and then brokers short using our own stock against us on margin-anywhere else these would be actionable violation of fiduciary duty etc frauds) collude to short these stocks---- thus a constitutional unequal application of the law -punishing longs while rewarding shorts apparently in collusion w sec informants who lead groups to target these companies by targeted shorting of any REAL company (see trading tips posts 40,86,117- they only target companies w real potential so they can repeatedly milk the cow) in an SEC complaint-

like I've said I fight fraud and I've been amazed by the fraud demonstrated by those who use countless artifices to short these stocks for profit by libeling these companies-purposefully creating a culture of fear via their non stop shout fires which they know are fraudulent-so far w impunity-

I think its ripe for a watergate type expose- e.g. the admitted SEC informant leads the group of raiders against CWRN immediately after the sec complaint and said leader has been said by many to be a lieflub admin-various complaints etc against lieflub allege it was created by a stock manipulator to control the information universe w a view primarily to short these stocks-its not a neutral platform, which is why their legal defense claims are so ridiculous

Read about co-mingling below-also helps to explain why CWRN had cash flow problems at times that reduced shipments

CWRN complaint against Geo to be heard June 7,2013 ff

FILED

Jeffrey L. Brown, Esq. [CWRN attorney]

2 SEP -5 FM 2:17

Brown & Farmer, A.P.L.C.
State Bar No. 65321
5520 Wellesley Street, Suite 204


'SAN DIEGO CS(RITY. CJ

La Mesa, California 91942-4401
Telephone (619) 461-6511
Facsimile (619) 464-3824


Attorneys for Plaintiffs

SUPERIOR COURT OF THE STATE-OF CALIFORNIA

COUNTY OF SAN DIEGO, EAST COUNTY BRANCH

COTTON & WESTERN MINING, INCi; CASE NO.: 37-2O12.OOO69241-CU-FR-EC
PANAMERICAN MINERALS VENTURES

S.A. DE C.V., COMPLAINT for
Plaintiffs [CWRN],

1 Fraud - Intentional Misrepresentation;
2 Fraud - False Promise;
V. 3 Fraud in the Inducement;
4 Conversion;
GEO J.S. TECH GROUP, INC.; EDWARD 5 Breach of Contract;
MUI; JIMMY YEE; TMT GLOBAL CORP; 6) Breach of Written Contract;
JWT TRADING CORP., and DOES 1-30, 7) RICO Violation U.S.C. § 1962(c);
inclusive, 8 Conspiracy to Violate RICO;

9 Violation of Unfair Competition Law;

Defendants. 10) Imposition of Constructive Trust;
11 Unjust Enrichment;
12 Injunctive Relief;
13 Accounting and Restitution

Plaintiffs, COTTON & WESTERN MINING, INC. and PANAMERICAN MINERALS

VENTURES, S.A. DE C.V., allege as follows:

GENERAL ALLEGATIONS

1. At all times herein mentioned, PANAMERICAN MINERALS VENTURES S.A.
DE C.V. ("PAN AM"), plaintiff, is a corporation formed in Baja California, Mexico, with its

principal business office located at Blvd. Teniente Azuela No. 130 Int. 213, Ensenada, Baja

California, Mexico, and is a subsidiary of Cotton & Western Mining, Inc. U.S.A., through a

corporate consent resolution, and is a Trustee Company held in trust by officers and directors of

Cotton & Western Mining, Inc., a Nevada corporation.[as IGGY posted -also elsewhere says PanAM is a wholly owned corp-as I posted]


COMPLAINT
Page 1 of 28 Pages

2. COTTON & WESTERN MINING, INC. is a public company incorporated in the
State of Nevada.
3. Plaintiff is informed and believes and thereon alleges Defendant, GEO J.S.
TECH GROUP, INC. ("GEOTECH"), is a corporation formed in the State of Texas, and is not
registered to do business in California.
4. Plaintiff is informed and believes and thereon alleges: defendant, EDWARD
MUI ("MUI"), is the President, CEO, Director and Registered Agent for defendant, GEO J.S.
TECH GROUP, INC.
5. Plaintiff is informed and believes and thereon alleges: defendant, JIMMY YEE
("YEE"), is the Chairman, Chief Financial Officer, and Director of GEO J.S. TECH GROUP,
INC.
6. Plaintiff is informed and believes and thereon alleges: MUI, YEE, and Does 1
through 10, inclusive, have a present ownership interest in or to defendant, GEO J.S. TECH
GROUP, INC.
7. Plaintiff is informed and believes and thereon alleges: the defendants identified
herein as DOES 11 through 20, inclusive, are officers or directors of defendant, GEO J.S. TECH
GROUP, INC.
8. Plaintiffs are informed and believe a, •reon allege: TMT GLOBAL CORP
("TMT GLOBAL") is and at all times relevant • 'n or a fictitious business name
for EDWARD MUI and/or JIMMY YEE.
9. Plaintiff is informed and' dant, EDWARD
MUI ("MU]"), is the President, Director u „ TMT GLOBAL
CORP.
10. Plaintiff is informed and believes and th, defendant, JIMMY YEE
("YEE"), is the Vice President, Chief Financial Officer, and .tor of TMT GLOBAL CORP.
11. Plaintiffs are informed and believe and thereon allege: JWT TRADING CORP
("JWT TRADING") is and at all times relevant was a corporation or a fictitious business name
for JIMMY YEE.

COMPLAINT
Page 2 of 28 Pages

12. Plaintiff is informed and believes and thereon alleges: defendant, JIMMY YEE
("YEE") is the President, Chief Financial Officer, Director and Registered Agent for defendant,
JWT TRADING CORP.

13. Plaintiff is informed and believes and thereon alleges: TMT GLOBAL, JWT
TRADING, GEOTECH, MUI and YEE are and at all times relevant have been alter egos of
each other, there is and at all times relevant was a unity of interest and ownership among them,
they commingled funds, they disregarded corporate formalities and separateness, the entities
were undercapitalized for their purposes and activities, they passed monies back and forth
between accounts and diverted funds from one entity to the other, and from each entity to each
person, and it would constitute an injustice for this Court not to disregard the separateness of
each.

14. Plaintiff is informed and believe and thereon alleges: at all times alleged herein,
each of the defendants was the agent, principal, affiliate, representative, co-venturer, coconspirator,
joint venturer, alter ego and/or partner of each of the other defendants, and in doing
the acts hereinafter alleged, was acting within the scope of such relationship and with the
permission, consent and/or ratification of his, her or its co-defendants.

15. Defendants, and each of them, formed, conceived and operated a conspiracy
against Plaintiffs, and each of them. Said Defendants committed the acts alleged herein in
furtherance of their common design.
16. Plaintiff does not know the names, capacities, or bases of liability of the
defendants sued as Does 1 through 30. Each fictitiously named defendant is in some manner
liable to plaintiff, or claims some right, title or interest in the subject property that is subsequent
to and subject to the interest of plaintiff or both.
17. Plaintiff is informed and believes and thereon alleges: at all times mentioned,
each of the defendants, including Does 1 through 30, inclusive, was and now is the agent, servant
and employee of each of the remaining defendants, and was at all times herein alleged, acting
within the scope and purpose of such agency and employment with the permission and consent
of their co-defendants.
COMPLAINT
Page 3 of 28 Pages

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 (B) " src="http://investorshangout.com/post/678364/smileys/cool.gif" alt="B) " /> 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 ClarkGriswald identifies as Baja 4-a small concession], 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 (B) " src="http://investorshangout.com/post/678364/smileys/cool.gif" alt="B) " /> 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


(B) " src="http://investorshangout.com/post/678364/smileys/cool.gif" alt="B) " /> 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;
(B) " src="http://investorshangout.com/post/678364/smileys/cool.gif" alt="B) " /> 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


"47. As a proximate result of said Defendants' unlawful conduct, Plaintiffs have each
2 suffered damages in amounts not yet fully ascertained, but in excess of the jurisdictional
3 minimum of this Court, for which Defendants are each jointly and severally liable.

4 48. The foregoing conduct by Defendants, and each of them, was intentional,
5 knowing, fraudulent, malicious and oppressive, and each Plaintiff is entitled to recover punitive
6 damages in the amount of at least $10,000,000.00 against each of the Defendants, respectively.
7
SECOND CAUSE OF ACTION
Fraud - False Promise


49. Plaintiffs re-allege and incorporate herein Paragraphs 1- 48 above.
50. Defendants, and each of them, made numerous promises to Plaintiffs, and each of
them, which when made they did not intend to perform. For example, and not by way of
limitation, Defendants promised they would provide 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 not expend any funds that were due to the JV or received
for JV purposes or for the purposes other than the purposes of the JV, would open JV accounts
together with plaintiffs for the purposes of the JV and pursuant to the NA, would maintain all
JV accounts in the name of the JV, would not commingle any of the JV's funds with their own or
with the account(s) of any of them, would maintain accounts for the JV in accordance with
GAAP standards, would comply with the terms of the JVA.
51. Defendants never had any intention to honor these promises.
22 52. Said Defendants made these promises to Plaintiffs with an intent to induce
23 reliance on the part of Plaintiffs. Plaintiffs justifiably relied upon said promises and performed
24 their part of the transaction or series of transactions by working diligently at the mine site,
25 accounting for all ore produced at the mine, stockpiling said ore, keeping making the ore
26 available, paying for labor and materials, except where excused from doing so, and complying
27 with its obligations under the JVA. Defendants did not perform their promises.
28 1 ///

COMPLAINT
Page 14 of 28 Pages

53. As a proximate result of said Defendants' unlawful conduct, Plaintiff has suffered
damages in amounts not yet fully ascertained, but in excess of the jurisdictional minimum of this
Court, for which Defendants are each jointly and severally liable.

54. The foregoing conduct by Defendants, and each of them, was fraudulent,
malicious and oppressive, and each Plaintiff is entitled to recover punitive damages in the
amount of at least $5,000,000.00 against each of the Defendants, respectively.

THIRD CLAIM FOR RELIEF
Fraud In the Inducement

55. Plaintiffs re-allege and incorporate herein Paragraphs 1- 54 above.
56. Defendants, and each of them, made numerous promises to Plaintiffs, and each
them, with knowledge that the representations were false and with the Intent to induce Plaintiff
to rely upon such representations by to or for the benefit of Defendants. These include, but are
not limited to the representations, set forth in paragraphs 44 and 50 above.
57. Plaintiffs, and each of them, justifiably relied upon these false representations
were, in fact, induced by these false representations to enter into the JVA, to perform actions in
compliance with the JVA.
58. As a proximate result of Defendants' unlawful conduct, Plaintiffs have each
suffered damages in amounts not yet fully ascertained, but In excess of the jurisdictional
minimum of this Court, for which Defendants are each jointly and severally liable.
59. The foregoing conduct by Defendants, and each of them, was fraudulent,
malicious and oppressive, and each Plaintiff is entitled to recover punitive damages in the
amount of at least $5,000,000 against each of the Defendants, respectively.

FOURTH CAUSE OF ACTION
Conversion

60. Plaintiffs re-allege and incorporate herein Paragraphs 1- 59 above.
61. Defendants, and each of them, intentionally took possession and control of money
COMPLAINT
Page 15 of 28 Pages

belonging to Plaintiffs, and each of them, based upon fraudulent conduct and without obtaining
Plaintiff's knowing consent, and have never returned such monies or any portion thereof, and
thereby converted such monies.

62. As a proximate result of Defendants' unlawful conduct, Plaintiffs have each
suffered damages in amounts not yet fully ascertained, but in excess of the jurisdictional
minimum of this Court, for which Defendants are each jointly and severally liable.

63. The foregoing conduct by Defendants, and each of them, was fraudulent,
malicious and oppressive, and each Plaintiff is entitled to recover punitive damages in the
amount of at least $5,000,000.00 against each of the Defendants, respectively.

FIFTH CAUSE OF ACTION
Breach of Oral.Written And Implied•ln•Fact Contracts

64. Plaintiffs re-allege and incorporate herein Paragraphs 1- 63 above.
65. Defendants, and each of them, on the one hand, and Plaintiffs, on the other hand,
entered into the written JVA contract, and subsequent agreements evidenced, at various times
and to different degrees, by written documents, by spoken communications and by conduct.
66. Plaintiffs agreed to comply with the term of the JVA, and did comply with the
terms of the JVA. In return, Defendants, and each of them agreed to comply with the terms of
the JVA and with such other subsequent oral, written and spoken agreements and agreements
implied by conduct.
67. Defendants never intended to honor their obligations under any of these
agreements, failed to honor their obligations under these agreements, breached their obligations
under these agreements, and disregarded their obligations under these agreements and in
particular the JVA.
68. As a result of Defendants' breaches, Plaintiffs have each suffered damages in
amounts not yet fully ascertained, but in excess of the jurisdictional minimum of this Court, for
which Defendants are each jointly and severally liable.
///
COMPLAINT
Page 16 of 28 Pages


SIXTH CAUSE OF ACTION
Breach of Written Contract

69. Plaintiffs re-allege and incorporate herein Paragraphs 1- 68 above.
70. Defendants, and each of them, have defaulted under the terms of the JVA, and
have so disregarded the terms of the JVA so as to make the JVA meaningless in terms of the
entitlements of Defendants with respect to that agreement.

71. Defendants, and each of them, have breached the JVA by failing to (i) provide
capital investment as required by ¶4 of the JVA, (ii) failing to provide and produce copies of all
banking statements, transaction, accounting records and financial documentation pertaining to
the Joint Venture in violation of ¶34 of the JVA, (iii) repeatedly utilizing and directing proceeds
of sale of product and paying accounts that were not approved and directed by PAN AM in
violation of 122 of the JVA; (iv) failing to allocate and distribute management fees, retire
Project Capital Funding and properly divide and distribute sale proceeds to PAN AM in violation
of 129 of the JVA; (v) failing to provide consistent records of sales and sale proceeds in violation
of¶ 34 of the JVA; (vi) failing to place proceeds of sale and other Joint Venture funds into
accounts approved by PAN AM, (vii) failing to jointly open 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; (viii) mainlining all Joint Venture related accounts in its own name, and depositing and
keeping Joint Venture funds in accounts in its own name, despite the continuing objections of
PAN AM, in violation of 137 of the JVA; (ix) commingling Joint Venture funds with its own
funds in violation of ¶ 37 of the JVA; (x) by self dealing and treating Joint Venture funds as its
own, having performed fiduciary malfeasance, through conversion, theft, and embezzlement,
placed both the Joint Venture and PAN AM in a dire financial condition, causing financial loss
to both, (xi) failing 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, (xii) providing
accounting records with representations of completeness and accuracy that (1) have
27 discrepancies greater than $1,200,000.00, (2) confirm that more than $962,355.75 of funds
28 resulting from sale of Joint Venture product, that should have been placed in Joint Venture

COMPLAINT
Page 17 of 28 Pages

accounts, and that should have been distributed to PAN AM as required by the JVA, had been
utilized by GEOTECH and specifically for the benefit of Edward MUI and Jimmy YEE, its
president and chief financial officers, respectively, for its and their 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 and its officers individually for their own purposes, 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; (xiii) failing to provide proof
or documentation for the alleged 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.

72. As a result of said breaches, Plaintiffs have been damaged in a sum according to
proof, in excess of the jurisdictional limitations of this court, with interest at the legal rate of
10% from the each date said funds were used by Defendants or any of them for their own
purposes and contrivances, for which Defendants are jointly and severally liable.

73. As a result of said breaches, Defendants, and each of them, should be prohibited
from obtaining any benefits from the JVA and the JVA should be terminated, effective as of the
date of Defendants' breach of their JVA obligations.

SEVENTH CAUSE OF ACTION
RICO Violation U.S.C. 6 1962(c)

74. Plaintiffs re-allege and incorporate herein Paragraphs 1- 73 above.
75. Defendants, and each of them, have violated the federal Racketeer Influenced and
Corrupt Organizations Act ("RICO"), specifically, the provision codified at 18 U.S.C. § 1962(c).

76. Defendants operate a RICO enterprise. MUI and YEE, together with each the
other defendants with whom they are separately related, have formed an association in fact and
upon information and belief all Defendants are associated with the criminal enterprise.
Defendants had and have a pre-existing and ongoing relationship which extends beyond their
unlawful behavior. The RICO enterprise has an identifiable structure, in that MUI and YEE, and
COMPLAINT
Page 18 of 28 Pages

each of their related companies, are based on information and belief, partners in the enterprise of
defrauding people such as investors and mining owners, and partners in other activities, lawful
and unlawful. Upon information and belief, MUI and YEE are, and at ail times relevant have
been, in communication with each other discussing and plotting strategies for the scheme and
carrying out in concert with each other for joint benefit. Upon information and belief, MW and
YEE have shared the fruits of their scheme, including the monies which investors paid them and
the monies that are owing to Plaintiffs from pledged capital contributions and proceeds of sale of
ore produced by Plaintiffs from mining operations. The enterprise is also embodied in the
fraudulent scheme detailed in this complaint. The RICO enterprise may, upon information and
belief, also operate under the name TMT GLOBAL CORP and JWT TRADING CORP. The
criminal enterprise operates in interstate commerce, as evidenced above.

77. MUI and YEE, separately and together with each of the other Defendants with
whom they are separately related, have jointly engaged in a pattern of racketeering activities in
that each has committed two or more RICO predicate acts, within the last ten (10) years.
Specifically, upon information and belief, and without limitation, MUI and YEE have each,
within the last ten (10) years committed two or more acts of wire fraud in violation of 18 U,S,C,
§ 1343, and upon informal and belief, one or both MUI and YEE have traveled Interstate to
facilitate the scheme in violation of 18 U.S.C. 1952.

78. Plaintiffs are not the only victims of said Defendants' criminal enterprise. On
information and belief, there are other victims of Defendants' fraudulent conduct, including
without limitation, (a) Defendants MUI and YEE, representing that they were raising funds for
direct investment into the Joint Venture, sold their personal stock in GEOTECH to investors, and
failed to invest said funds into the Joint Venture based on their claim that they sold personal
stock in GEOTECH and not treasury stock, (b) without the knowledge of investors who
purchased GEOTECH stock from MUI and YEE, MUI and YEE loaned funds they received
from the sale of their stock back to GEOTECH, charging interest on these loans to GEOTECH
and to the investors, while also allegedly loaning a portion of these funds to the Joint Venture
rather than investing funds as capital contributions in the Joint Venture, (c) MUI, YEE and
COMPLAINT
Page 19 of 28 Pages

GEOTECH charged both investors and the Joint Venture with interest on their alleged loans and
repaid themselves for these alleged loans from gross sales receipts of Joint Venture ore, (d) MUI,
YEE and GEOTECH have allegedly failed to pay corporate expenses and structured litigation
through others to sue the investors individually, who bought GEOTECH stock from MUI and
YEE, to pay these GEOTECH corporate obligations, (e) created one or more foreign
corporations allegedly to transfer equipment to the Joint Venture, collected repayment for their
alleged investment of equipment in the Joint Venture in violation of the JVA provisions, failed
to effect the transfer of title from the foreign corporation to PAN AM or to the Joint Venture,
then demanded through the foreign corporation that was not a party to the JVA , for PAN AM to
return the equipment, (f) created foreign corporations to receive letters of credit for Joint Venture
transactions to create false invoices and charges for services rendered to the Joint Venture by
others, (g) substantially overpaid for standard services such as brokerage, shipping, agency fees,
and transport fees, in order to receive portions of the amounts collected from the respective
purveyors of services allegedly rendered to the Joint Venture, (h) routinely overstated costs and
expenses and paid themselves and affiliates for these costs from Joint Venture funds, (1)
siphoned funds from GEOTECH owing to investors for their personal obligations, (j)
represented personal obligations as corporate or business obligations to investors, shareholders,
lenders, and partners and paid these obligations with funds legally owed to others.

79. Due to Defendants' operation of their criminal enterprise and/or their commission
of crimes which are predicate acts under the RICO statute, Plaintiffs, and each of them, have
been harmed and injured in at least the amounts and bases set forth above, for which Defendants
are jointly and severally liable.

80. The foregoing conduct by Defendants, and each of them, was fraudulent,
malicious and oppressive, and each Plaintiff is entitled to recover punitive damages In the
amount of at least $5,000,000.00 against each of the Defendants, respectively.

81. Plaintiffs, and each of them, are each entitled to recover treble damages against
Defendants, and each of them, in amounts according to proof, for which Defendants are jointly
and severally liable.
COMPLAINT
Page 20 of 28 Pages


82. Plaintiffs are also entitled to recover reasonable attorneys' fees, investigation,
litigation-related expenses in an amount subject to proof.

EIGHTH CAUSE OF ACTION
Conspiracy To Violate RICO (18 U.S.C. § 1962(d))

83. Plaintiffs re-allege and incorporate -herein Paragraphs 1 - 82 above.
84. Defendants, and each of them, have violated the federal Racketeer Influenced
Corrupt Organizations Act ("RICO"), specifically, the provision codified at 18 U.S.C. § 1962(d)
in that each has conspired with the other to violate RICO (specifically, to violate 18 U.S.C.
10 § 1962(c)).

11 85. Due to the conspiracy of defendants, and each of them, to violate the RICO
statute, Plaintiffs have been damaged in an amount according to proof at trial, not less than
$1,500,000.00, plus interest thereon at 10% per annum from each transfer date through August
24, 2012, with interest continuing to accrue.

86. The foregoing conduct by Defendants, and each of them, was fraudulent,
malicious and oppressive, and each Plaintiff is entitled to recover punitive damages in the
amount of at least $5,000,000 against each of the Defendants, respectively.

87. Plaintiffs are also entitled to recover reasonable attorneys' fees, investigation and
litigation-related expenses in an amount subject to proof.

NINTH CAUSE OF ACTION
Violation of the Unfair Competition Law

88. Plaintiffs re-allege and incorporate herein Paragraphs 1-87 above.
89. In engaging in the conduct and activities pled herein, defendants, and each of
them, engaged in unlawful, unfair and/or fraudulent business acts or practices in violation of
California Unfair Competition Law (codified at Business & Professions Code § 17200 et seq.

90. As a result of the acts or practices of unfair competition perpetrated by said
defendants, Plaintiffs have each been harmed in the manner alleged above.
COMPLAINT
Page 21 of 28 Pages

"91. Defendants, and each of them, are holding assets which belong to plaintiffs or
which have been purchased with money wrongfully obtained from plaintiffs, which should be
returned to plaintiffs.

92. Plaintiffs are entitled to disgorgement of any and all profits and compensation
received by them by reason of their acts in violations.

93. Injunctive relief is necessary to maintain the status quo as it existed prior to the
start of this dispute.

94. Injunctive relief is necessary to protect the Court's jurisdiction and
judgment, -preserve disputed monies and assets, and to preserve the possibility of equitable
remedies.

95. Injunctive relief is necessary because legal remedies are inadequate or insufficient
to compensate Plaintiffs for the injuries each has sustained prior to the filing of this Complaint
and for the injuries which each will continue to sustain after the filing of this Complaint.

96. Injunctive relief against Defendants, and each of them, is appropriate because the
balance of the hardships and equities favor Plaintiffs.

97. Injunctive relief against Defendants, and each of them, will be in the public
interest.

98. Injunctive relief against said Defendants is appropriate because Plaintiffs will
establish that each has a likelihood of success on the merits.

99. The foregoing conduct by Defendants, and each of them, was fraudulent,
malicious and oppressive, and each Plaintiff is entitled to recover punitive damages in the
amount of at least $5,000,000 against each of the Defendants, respectively.

100. Plaintiffs are entitled to recover their reasonable attorneys' fees, investigation, and
litigation-related expenses in an amount subject to proof.

TENTH CAUSE OF ACTION
Imposition of Constructive and/or Resulting Trust

101. Plaintiffs re-allege and incorporate herein Paragraphs 1 - 100 above.
COMPLAINT
Page 22 of 28 Pages

102. The Court should impose a constructive and/or resulting trust on behalf of
Plaintiffs, and each of them, upon and over all monies and assets which are rightfully the
property of said Plaintiffs and/or which have been purchased by money wrongfully obtained
from Plaintiffs, or from stock of Plaintiffs that was wrongfully sold by Defendants, or received
from one or more of the defendants from funds wrongfully transferred by one or more of the
defendants, but which are currently under the possession, custody or control, of Defendants, and
each of them, due to the fraud, breach of contract and/or other unlawful conduct of Defendant:
and each of them.

ELEVENTH CAUSE OF ACTION
Unjust Enrichment

103. Plaintiffs re-allege and incorporate herein Paragraphs 1- 100 above.
104. Due to their unlawful conduct, Defendants, and each of them, have received
benefits to which each is not entitled at the expense of Plaintiffs, and each of them.
105. Due to their unlawful conduct, Defendants, and each of them must return all of
the property and monies wrongfully obtained from Plaintiffs and that rightfully belong to
Plaintiffs.
106. Due to the unjust enrichment of said Defendants, Plaintiffs have each been
harmed in the amounts alleged herein and in exact amounts as determined by proof at trial.
107. The foregoing conduct by Defendants, and each of them, was fraudulent,
malicious and oppressive, and each Plaintiff is entitled to recover punitive damages in the
amount of at least $5,000,000 against each of the Defendants, respectively, according to proof at
trial.

TWELFTH CAUSE OF ACTION
Injunctive Relief

108. Plaintiffs re-allege and incorporate herein Paragraphs 1 - 100 above.
109. Injunctive relief against Defendants, and each of them, is necessary and
COMPLAINT
Page 23 of 28 Pages

1 appropriate for the reasons alleged in the foregoing paragraphs.
2

3 THIRTEENTH CAUSE OF ACTION
4 Accounting and Restitution
110. Plaintiffs re-allege and incorporate herein Paragraphs 1 - 100 above.
6 111. Plaintiffs hereby demand an accounting of all the whereabouts and disposition all
7 monies that were loaned to, paid on account of and/or due to the Joint Venture and to Plaintiffs,
8 and of all the whereabouts and disposition of all monies that were transferred by Defendants to
9 and/or on behalf of the Joint Venture, Plaintiffs, and Defendants, and each of them. Defendants
have sole custody and control of the documents and records demonstrating such matters.
11 112. Plaintiffs hereby demand an accounting of all the whereabouts and disposition all
12 stock of Cotton & Western Mining, Inc. that was provided to Defendants as security for the
13 capital investment they promised to make to the Joint Venture. Defendants have sole custody
14 and control of the documents and records demonstrating such matters.

16 PRAYER
17 WHEREFORE, Plaintiffs, and each of them, pray for relief against Defendants, and each of
18 them, as follows:
19 A. For general damages in favor of Plaintiffs, including but not limited to monies
owed to Plaintiffs, along with lost interest thereon, in such amounts as are determined by proof
21 at trial, with interest at the rate of 10% per annum from the date of each wrongful transfer by
22 Defendants, and each of them; and that each of the foregoing damages trebled.
23 B. That each Plaintiff, respectively, recover punitive damages in the amount not less
24 than $5,000,000 against each of the Defendants, respectively.
C. That Defendants, and each of them, be ordered to account to Plaintiffs for, and
26 disgorge, all monies that were obtained by Defendants, or any of them, as set forth above and
27 pursuant to proof at trial, and/or to disgorge all monies Defendants have derived, by reason of
28 the unlawful acts complained of above, with interest thereon at the rate of 10% per annum from
COMPLAINT
Page 24 of 28 Pages
the date Plaintiffs were entitled to receive said funds.

D. Disgorgement or restitution of all sums obtained by fraud in the inducement, with
interest thereon, in the amounts of at least $5,000,000.00, with interest continuing to accrue.

E. Rescission, abrogation, cancellation or avoidance of all contracts obtained by
fraud in the inducement, including, without limitation, the Joint Venture Agreement (JVA) and
all oral, written and/or implied-in-fact agreements among Plaintiffs, and each of them, and
Defendants, and each of them.

F. The entry of an order or decree mandating that, for the duration of this civil
action, (1) all persons holding monies which were received by Defendants from Plaintiffs and/or
as gross proceeds of the sale of ore mined by PAN AM, alleged to have been paid by Defendants
on behalf of the Joint Venture or Defendants, and each of them, or affiliated persons, (2) all
persons holding assets which are alleged to have been purchased with monies which Defendants
obtained from Plaintiffs and/or as gross proceeds from the sale of ore mined by PAN AM, paid
to or on behalf of Defendants, and all persons receiving monies for services paid to or on behalf
of Defendants, and each of them, and/or (3) all Defendants holding monies or assets received
from Plaintiffs and/or in an amount equal to or less than the amount determined to be in
controversy by the court in this civil action, but in any case not less than $2,000,000.00 be
prohibited from withdrawing, allowing the withdrawal of, wiring, alienating or other transferring
said funds or assets absent Court Order;

G. An order, decree or judgment mandating that all persons holding monies or
properties which were received by Defendants from Plaintiffs, or from the sale of proceeds of
the Joint Venture, and used or placed in the accounts of Defendants, or any of them, or were
delivered and/or on behalf of Defendants, and each of them, and all persons holding assets which
were purchased with monies or the sale of property which Defendants received from Plaintiffs,
that were wrongfully utilized or paid from their accounts that cannot be documented to have
been properly used, held, and/or paid in accordance with the provisions of the JVA, whether or
not paid to and/or on behalf of Defendants, and each of them, and that Defendants, and each of
them, are required to turn over all said monies or assets to Plaintiffs;
COMPLAINT
Page 25 of 28 Pages


1 H. The imposition of a constructive and/or resulting trust for the benefit of Plaintiffs

over all monies which were transferred, paid and/or loaned by Defendants to and/or on behalf the

Defendants, and each of them, and/or over all assets which were purchased with monies which

were owing to Plaintiffs or to the Joint Venture or its creditors or the creditors of Plaintiffs for

services or materials rendered to Plaintiffs by reason of the purposes of the Joint Venture.

J. Attorneys' fees, investigation and litigation-related expenses to the extent
allowable by law in an amount according to proof;
K. Costs, to the extent allowable by law;
L. Pre judgment interest at the rate of 10 % per annum, to the extent allowable by
law;
M. Post judgment interest, to the extent allowable by law; and/or
N. Such other or further relief as the Court deems just and proper.
Dated: August 2012.

B L Brown, Attorneys for

COTTON & WESTERN MINING, INC.

and PANAMERICAN MINERALS

VENTURES S.A. DE C.V.

COMPLAINT
Page 26 of 28 Pages



VERIFICATION

I, the undersigned, declare that:

I am president of COTTON & WESTERN MINING, INC., a corporation duly organized
and existing under the laws of the State of Nevada. COTTON & WESTERN MINING, INC is a
plaintiff in the above-entitled action, and I have been authorized to make his verification on its
behalf.

I have read the foregoing COMPLAINT and certify that the matters stated therein are
true of my own knowledge, except for those matters stated on information and belief, and I
believe those to be true.

I declare under penalty of perjury under the laws of the State of California that the
foregoing is true and correct.

DATE: Augusts 2012.
Shirley Lee, President

Cotton & Western Mining, Inc.

COMPLAINT
Page 27 of 28 Pages


1 VERIFICATION
2 I, the undersigned, declare that:
3 I am president of PANAMERICAN MINERAL VENTURES, S.A. DE C.V., a
4 corporation duly organized and existing under the laws of Mexico. PANAMERICAN
5 MINERAL VENTURES S.A. DE C.V. is a plaintiff in the above-entitled action, and I have been
6 authorized to make his verification on its behalf.
7 I have read the foregoing COMPLAINT and certify that the matters stated therein are
8 true of my own knowledge, except for those matters stated on information and belief, and I
believe those to be true.
I declare under penalty of perjury under the laws of the State of California that the
foregoing is true and correct.
DATE: August 31 , 2012.
Sharon X-ca
PANAMERICAN MINERALS VENTURES, S.A.
DE C.V.

COMPLAINT
Page 28 of 28 Pages