The irony of investing in Drew Morrison-CityGuru is there is no transparency of fiscal accountability for investors—yet Investors have been subjected to unnecessary and even damning contractual documentation!

We surveyed Drew Morrison-CityGuru Investors/Shareholders for their experiences with certain contractual documents they have been asked to execute before investing in Drew Morrison-CityGuru.  For many of them, these documents left them vulnerable and exposed to excessive risks.

In this post, we now present the top six Drew Morrison-CityGuru contractual documents and agreements that have caused the most angst among the company’s investors;  the same documents you–as a New Drew Morrison-CityGuru Investor–may one day be requested to execute.

You should NOT execute the following contractual/agreement document with Drew Morrison-CityGuru without the appropriate legal counsel.   For FREE assistance to existing and would-be investors please see our HOT TIP below).

CITYGURU BAD IDEA #1 –PROMISSORY NOTE

A Promissory note is a contractual promise to pay.  It can either be a “unsecured” note in that you will have only the promise of the Debtor to pay you leaving you with the only recourse of suing for breach of contract and then trying to collect on your own.  A “secured” note is one in which the Debtor offers you the security of collateral, or something of equal or greater value in the event he defaults on his promise.  This could mean instant pay-off.  An excellent example is where title to real estate is offered for security.

Unfortunately, Drew Morrison-CityGuru have used only Un-secured promissory notes in the past—and have defaulted on them all without consequence.   In these cases, burden for legal recourse (and costs) belonged to the investor.   While legal costs of suing for breach of contract  may be included in a resulting Court-ordered Judgment, the investor is still left with the burden of collecting on that Judgment.  Plus, the Debtor (to whom the Judgment has been awarded against) can use a common tactic of filing bankruptcy and having the Judgement discharged!

Therefore, The CITYGURU Investor Suggests the following for investors:

  • Do not enter into a Promissory Note with Drew Morrison-CityGuru unless the appropriate security of equal or greater value is offered.
  • Do not enter even a secured Promissory Note with the company, CityGuru being named as the Debtor. Always name the Founder, Drew Morrison as the Debtor.  This is important because even though founder Drew Morrison received your investment funds and defaulted, only the company, or CityGuru, is held liable for the consequences of Default.
  • Do not accept Shares of CityGuru Stock as security for presently there is not value to the Share Price and therefore the offered Security is worthless rendering it not much more than a un-secured promissory note.

CITYGURU BAD IDEA #2–PRIVATE PARTY MEMORANDUM (PPM)

These are contractual agreements used commonly throughout the investment community, and always presented to accredited high net asset investors as a form of representation and certifications to that investor of all possible risks he/she faces.

All PPM’s clearly state that the full scope of the investment risk extends to the full and complete loss of your investment funds.

Accredited investors with a high net asset worth are usually comfortable with these type of risks.  But small investors who cannot afford to lose any or all of their investment funds should heed carefully what a PPM is really saying.

As one CityGuru Investor so aptly describes:  “A PPM is a License to Lose Your Investment!”  The document even says loss is likely given the current situation.

Given the fact that CityGuru is already extremely high risk with little or no accountability for how its investor resources are consumed, a PPM is certainly the ticket for one trying to get out of having to explain why your investment funds are no more!

Therefore, The CITYGURU Investor Suggests the following for investors:

  • There is no need to sign and execute a PPM for any CityGuru investment. The risks are great enough with no accountability for its sole officer to encourage further risk by signing up for a “License to Lose”.  Founder Drew Morrison will still accept your investment funds without an executed PPM!

CITYGURU BAD IDEA #3–DIRECT DEPOSIT

Until recently, all investor funds were wired directly to founder Drew Morrison, acting as a Direct Deposit into his personal bank account.  With this Direct Deposit, each investor unwittingly surrendered control over to the sole signatory authority on that account, Drew Morrison.

With no company accounting or records, at least $637,000 of investors funds have evaporated with nothing in return.   Plus, as sole signature authority over the deposit account, Drew Morrison justifies the spending of your investment funds as his discretion due to his prominent position in the company as “The Talent”.

Therefore, The CITYGURU Investor Suggests the following for investors:

  • Never agree to wire money into an unknown account. Your wire acts as a direct deposit.
  • Always use a Third Party to receive and manage your investment funds in an account which YOU have signatory rights. Your Accountant or Attorney can suggest the best methods of using a Third Party.
  • Dole out the investment funds to founder Drew Morrison only after his justification for expenditure satisfies you that it is properly being used for business purposes only.

CITYGURU BAD IDEA #4–POWER OF ATTORNEY

This is a contractual document which grants limited or total authority to another party to manage (and spend) your investment money with or without your prior approval or knowledge.

CityGuru founder has insinuated at deposition inquiries that he has assumed power of attorney in expending investment funds as he deemed necessary.

Therefore, The CITYGURU Investor Suggests the following for investors:

  • Never grant Power of Attorney to the founder or officers of CityGuru. Use a Third Party who is not affiliated with the company.
  • Create your own agreement in which founder Drew Morrison will agree to seek your prior written permission for use of investment funds. If you use a Third Party, this will not be necessary.
  • If you do grant anything resembling a power of attorney, always insist upon a provision which provides you with a monthlyor quarterly account statement tracking the use and balance of your investment funds.

CITYGURU BAD IDEA #5–RELEASE OF LIABILITY AGREEMENT

Creditors to Promissory Notes with Drew Morrison-CityGuru have been requested to sign Releases of Liability as consideration for the Promissory notes.  These should always be closely inspect for intent and purpose before signing.  The Founder or Company may be seeking to be released of liability for something they know has serious consequences.

While in cases of fraud or criminal intent such Releases can be ruled void, it is always wise to ask questions of reasons for such agreements.

Therefore, The CITYGURU Investor Suggests the following for investors:

  • Always seek the advice of your attorney before signing a CityGuru Release of Liability.
  • Always question the necessity of a Release of Liability by any officer of CityGuru.

CITYGURU BAD IDEA #6–NON-DISCLOSURE AGREEMENT

Drew Morrison-CityGuru have in the past requested Non-Disclosure Agreements or NDA’s of their investors.  The real intent—and incorrectly assumed—these NDA’s were to discourage investors to speaking among themselves, outside parties and to anyone that might otherwise question CityGuru motives and actions.

Today, CityGuru owns no known assets of technology or Intellectual Propoerty that a NDA might be applied to.

Therefore, The CITYGURU Investor Suggests the following for investors:

  • Do not sign a CityGuru NDA. It is not necessary for you the investor or CityGuru to conduct business.
  • Do not sign a CityGuru NDA without prior review and advice from your attorney.
  • If you are persuaded to execute a NDA, have your attorney to draft a Mutual or Two-way NDA that applies to CityGuru as well. (or we can suggest a template)

ALTERNATIVES TO SAFE INVESTING IN DREW MORRISON-CITYGURU, INC. 

To ensure prudent and sound investing, documentation of contractual commitments and agreements are a MUST.  But as we have pointed out in this post, not all contractual agreements are good or safe for the Drew Morrison-CityGuru Investor.  Again, we highly advise that before there is ever an exchange of money between you and Drew Morrison-CityGuru that you form your most basic and essential investment team consisting of a trusted attorney and accountant as described in our post: “Who Are Your CityGuru Advisors?”  .   They will help safeguard you in any contractual interaction with the company and founder.

Based upon our own survey we can certainly suggest certain contractual documentation that you SHOULD seek out before wiring in your savings or investment funds.  They are:

CITYGURU GOOD IDEA #1–STOCK CERTIFICATE

You invested funds in CityGuru (formerly known as On The Go Technologies) in return for shares of the company.  It is imperative that this transaction be documented sufficiently enough that you can affirm and substantiate your stock ownership.  Typically, this is determined by receipt of a stock certification.  Or, the company’s Stock Agent may provide written confirmation of your company ownership.

Therefore, The CITYGURU Investor Suggests the following for investors who have already placed your savings or investment funds with Drew Morrison in return for shares of the the company:

CITYGURU GOOD IDEA #2–REPRESENTATIONS AND CERTIFICATIONS

In summary, Representations and Certifications are notices to investors intended to instill confidence and transparency into how their funds will be managed.

A representation is an account or statement of fact concerning a company  and its capabilities and abilities to perform. It is viewed legally as an inducement to parties to enter into a contract. It may introduce terms into a contract and affect performance. Representations may be a vital part of a contract, a “condition” of an award and an untruth may be the basis for an award being withdrawn. A “warranty” may allow the investor to claim damages.

Representations will also advise the investor of pending risks such as judgments, collections, governmental sanctions and litigation that could affect one’s investment in the company.

Certification – A certification is the submission of documents that serve as guarantees that the company meets certain standards or will comply with certain ethical and legally-prescribed acts.

Therefore, The CITYGURU Investor Suggests the following for investors:

  • Insist upon Drew Morrison-CityGuru presenting in writing its representations and certifications to include:
    • Its intent of accounting and managing your personal account
    • Its legal liabilities and pending litigations and how they may affect your investment’
    • Its intent and projections of how your investment will earn interest or dividends and how they will be paid.
    • What portion of your investment funds will be expended to supporting the lifestyle of the founder, or “The Talent”.
    • When you may reasonably expect a return on your investment
    • What portion of the company do you own via corporate stock and written certification of that fact
    • What percentages of the company do other investors own and how that will affect your voting rights.
    • Accurate identification of all company officers and advisors and point of contact information.
    • Accurate address of operations for the company.

CITYGURU GOOD IDEA #3–ALL DOCUMENTS, CONTRACTS, AND AGREEMENTS PROPERLY AND DULY EXECUTED.

At all cost avoid a “Gentleman’s Agreement” with CityGuru founder or officers.  This is a handshake and word of honor which has demonstrated in countless occasions it does not work in the case of CityGuru.

If there is an expressed or implied agreement or understanding between you and Drew Morrison—and there is to be an exchange of money or collateral of value—then it can and should reasonably be expected to be detailed into a writing agreement.  The Agreement should be duly executed by both parties, and signatures notarized.

Therefore, The CITYGURU Investor Suggests the following for investors:

  • Due to past experiences and occasions when founder Drew Morrison has called into question the authenticity of his own signature (Deposition inquiry, May, 2015), it is a wise thing to not only have your documents executed in front of a sworn Notary Public, but to insist upon the addition of signatures from two witnesses at Drew Morrison’s own signing of the document(s).  These should be individuals whom you can readily contact at a later date if need be, and who are willing to provide their own testimony of witness.

FINAL WORD OF CAUTION

Almost every On The Go Technologies/CityGuru investor has experienced the sense of urgency expressed by either the founder or other CityGuru representative in wiring in your investment funds ASAP.  Timing for the business opportunity was of the essence many of them have been told.

As imprudent as it may seem to wire those funds BEFORE you have had the chance to appropriately review and document all agreements, it is by far more potentially damaging to hastily execute contractual documentation without the proper review for the sake of meeting the company’s time line.

Wiring in your investment funds should be the LAST step in your process of investing in CityGuru, or any investment opportunity.  What if the process is delayed because you and your attorney have taken issue with certain CityGuru agreements, and you are countering with agreements of your own?  Or what if you and your attorney have determined the CityGuru contract/agreement is not necessary, and you refuse to execute it?

Again, from the survey of our own Investors’ experiences: Founder and Company will not refuse your money simply because you don’t want to execute their documents or you want them to execute yours.  So, take your time and do it right: safely and prudently.

Being pressured that “time is of the essence” in wiring in your money before the opportunity soars off the charts?   Be advised by those before you, that the Drew Morrison-CityGuru “opportunity” has not advanced any further today than it has since its inception in March, 2011.  According to CityGuru’s own Annual Report, it is not likely to leave the train station anytime soon!  So, take your time.

READY TO WIRE YOUR MONEY TO DREW MORRISON?

You and your advisors have now established the contractual documentation/agreements that best safeguard your investment into CityGuru.  You are now ready to wire your money to founder, Drew Morrison as instructed.   For grins and giggles, read this last post before you pull the trigger:  Know How You Will Exit With Your Savings and Returns In Tact. 

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