Founder Drew Morrison sold you shares in CityGuru, Inc in return for your investment funds? He has testified that he keeps no records; has no roster of investors who bought shares; how many or at what value. In fact: there are no stock certificates. The problem for you, now, you may be stuck with something that is not real: Phantom Stock.
A recent Shareholder ADVISORY has raised a red flag that every On The Go Technologies (OTG) or CityGuru, Inc. Shareholder/investor should pay particular heed to (See our HOT TIP below). If you believe you are an OTG/CityGuru Shareholder it is vitally important that you can certify the authencity of those shares. Chances are: you can’t, and this post is written for YOU.
Who Really Owns–What?
The history of CityGuru, Inc. and how the shareholders and investors became entangled with the company presents a few “phantoms” of its own.
As early as 2010, evidence shows investment funds were being raised by founder, Drew Morrison for a new venture based in Seattle, Washington he called “On The Go Technologies, LLC” (OTG). Abruptly, abandoning a previous business venture, Path Investments Group, LLC, in Phoenix, Arizona Morrison enraged certain Path investors who alleged he converted Path funds into seed money for OTG. However, not all Path Investors were as alarmed since Drew Morrison was offering equity into a new business venture featuring a technology that was certain to “replace Microsoft”. In fact, some contributed more funds to get at the equity at the ground floor.
So enamored with the new OTG venture was Drew Morrison, he moved his base of operations from Scottsdale, Arizona to Seattle, Washington to join forces with a Co-founder who had begun developing the technology that was to be a game-changer.
In 2011, the Co-founders went separate ways leaving Drew Morrison as the sole founder of OTG–and its equity–in return for his Co-founder taking his intellectual property, the OTG technology, with him. Without the technology that was to “replace Microsoft”, Drew Morrison was forced to pivot in his business direction. The name OTG was changed to “CityGuru” and registered as a Delaware corporation under a new team leadership consisting of Drew Morrison, Founder and Director, Jim Billmaier, CEO, Director and Promoter and T. Olin Nichols, CFO and Director.
An all out fund-raising campaign began, focusing on small investors who were promised shares of the new company.
…And the Plot Begins to Thicken…
By 2013, evidence shows Drew Morrison had raised a significant amount of new funding from several small investors who, in later interviews, stated they were led to believe they now owned shares of CityGuru.
In May, 2013, Morrison, Billmaier and Nichols, filed an Exempt Offering of Sale of Shares under SEC Form D. 10,000,000 shares of common stock was established for CityGuru, Inc. with an offering of “debt instruments” in return for $100,000 in funding. Without basis, a value per share was later reported at $0.000101.
$80,000 was raised from among (4) unknown investors who–persumingly–received some sort of “Debt Instrument” for their funds, leaving more senior shareholders with concerns how this action and these (4) investors might now preempt title of previous Shareholders investing from 2010 through 2013.
Sightings of the Phantom Stocks…
Though Drew Morrison was entangled with legal woes before 2013, they began to exponentially explode into full blown litigations by 2014 as the discovery process of one lawsuit began delving into both Drew Morrison and CityGuru records and documentation. Naturally, the records of CityGuru’s stockholders and stock transactions became the focus of the discovery as Defendant Morrison continual resistance/refusal to cooperate with Court orders only fueled further questions.
This finally resulted in alarmed Shareholders issuing their own Shareholder ADVISORY after learning of Drew Morriosn’s testimonies during a Deposition hearing in May 28, 2015. While under oath and being video-taped, Drew Morrison triggered the alarm when he made testimonies that so conflicted with known evidence that the credentials of CityGuru stock was instantly questioned.
The most disturbing piece of Drew Morrison’s testimony was that he had no idea where stock records or a stock ledger might be found–though he later recanted–saying his law firm, Perkins-Coie, kept those records.
However, when contacted by a OTG/CityGuru Shareholder, Perkins-Coie revealed that not only did they no longer represented Drew Morrison–but did not posses CityGuru documentation on Shareholders and Company stock that had been issued.
The question still remains: “If Perkins-Coie has no records of CityGuru Shareholders, the shares they own, or the value of those shares–we know Drew Morrison doesn’t have those records–then HOW ARE WE TO KNOW WHO OWNS WHAT?
Is the CityGuru Shares we thought was being issued to us as equity in the company in return for our investments really only: Phantom Shares? Consider the magnitude of this possibility:
1. Without a Stock Certificate; a letter from a CityGuru Stock agent certifying one’s title to ownership or even records identifying you as the Shareholder, the amount you paid, and the number of shares you received–how do you prove you own CityGuru Stock?
2. Perhaps you have had verbal communication, or even email correspondence with Drew Morrison or CityGuru Officers in the past whereas they stated you owned “X amount” of CityGuru Shares for “X amount of money”–you still face the challenge of trying to sell your shares (assuming there is a market) to another investor who may not accept Drew Morrison’s email as authenticity of the CityGuru shares or their value.
3. With Drew Morrison’s own testimony that the funds he received from investors were actually “loans” rather than “investments” also complicates your status as a CityGuru Shareholder. After all, neither he or the company keeps records or accounting of funds received (his own testimony). There may be evidence of you having actually wired in money to founder Drew Morrison, but that same evidence shows that it was wired into a personal account–and there is no documentation of what the money was intended. Thus Drew Morrison can–conceivably–argue that ALL of us were simply trying to be good friends to him when we ALL “loaned” him over $717,000!
And that, Fellow CityGuru “Shareholders”: is the plight of the CityGuru Phantom Stocks.
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