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Yesterday we broke the news that back on March 15th eAdGear, parent company of GoFunRewards had filed a lawsuit against Randal Williams and JubiMax (owned by Williams and the parent company of JubiRev).

Buried within the paperwork eAdGear had filed for the suit was a “Notice of Pendency of Other Action” that revealed the existance of another lawsuit, but this time with Williams suing eAdGear and GoFunRewards.

The suit was filed on the 21st of February 2013 in the Western District Court of Texas (case number 5:2013 CV00125), listing eAdGear Holdings USA (a Califonia based company), eAdGear Inc. (a California corporation), GoFunPlaces Inc. (a California company), SeaFreed Travel (a Florida corporation), Francis Yuen (COO of eAdGear), Charles Wang (CEO of eAdGear), Mike Driggers (Vice-President of GoFunPlaces), Paul Nash (“software architect” of GoFunPlaces) and Kent McLaughlin as defendants and Randal Ray Williams as the sole plaintiff.

randal-williams-founder-profit-racer

In the complaint, Williams (photo right) alleges that eAdGear, GoFunPlaces and it’s management and owners are

  • guilty of violating the Texas Business and Commerce Code
  • breaching their contract
  • breaching their fidicuary duty
  • slander and defamation
  • tortious interference with a business relationship
  • damaging a business reputation
  • unfair competition and
  • unjust enrichment

Of interest is the ownership structure of GoFunPlaces, which is for the first time revealed publicly in the complaint:

  • eAdGear Inc. (est in Hong Kong) owns a 50%
  • Paul Nash (GoFunPlaces’ “software architect”) owns 20%
  • Mike Driggers (VP of GoFunPlaces) owns 10%
  • Randal Williams (former President of GoFunPlaces) owns 20%

Williams opens the complaint with a brief history of his involvement in GoFunPlaces, stating that he

  • set up GoFunPlaces with Charles Wang (eAdGear) and Mike Driggers in the British Virgin Islands, and ‘was promised a 20% ownership interest in GoFunPlaces‘
  • ‘expended considerable effort and expense in building up the reputation and customer base of GoFunPlaces‘
  • entered into a joint venture agreement (JVA) on the 16th of July with eAdGear, Opus Solutions (Paul Nash) and On Target Marketing Group (Mike Driggers)
  • achieved sales as President of GoFunRewards ‘represented to the public by eAdGear executives as over $30 million‘
  • has ‘never been provided an appropriate accounting of the 2012 revenues

Two of the more startling pieces of evidence Williams has included with his complaint as exhibits are an email written by Paul Nash and William’s own resignation letter to eAdGear.

Williams claims that the Paul Nash email was written to “create evidence” to “grab Randal by the cojones”.

The email was written on February 6th and is addressed to Sherry Williams (Randal’s wife?);

Sherry,

I am writing to you out of respect for you and your family. I know that you understand full well what Randal and I have been through over the years, starting with Prosperity, then DreamStyle Vacations (DSV) and all the other failures inbetween.

Randal and I have been through a lot together, he has often referred to me as his “best friend”. But unfortunately now, he has become totally irrational, going so far as to declare on multiple occasions that he will “die” for this situation.

Unfortunately, because of his hatred of the parties at GoFunPlaces (GFP), he has taken steps to ruin our friendship, lied to me repeatedly and gone as far as telling people that I am some “lackey” (obviously not in control of my faculties or logical enough to manage my own affairs within the confines of an agreement put together to benefit everybody).

This is despite the fact that I myself have been the CEO of multi-million dollar corporations, with hundreds of people under my control and a long 20-year history of proven leadership in CEO/COO/CTO positions.

Sadly, Randal’s deceitfulness is an ongoing issue. Just yesterday I asked him directly if JubiRev was his new company, and he basically denied it (or tried to change the subject… either way).

I know that he has told his new group that he has not received a penny a penny from GFP. He alleges that GFP was so screwed up that he needed to leave and that he is so beyond reproach that he left all his money on the table just for the benefit of these new marketers.

How on Earth he managed to forget the well over $300K that he received over the course of 5 months in profit advances, profits and salary is in itself is (sic) mind-boggling, especially considering where he was financially prior to this deal.

If that huge lie itself was not enough, yet again he lied to me again both verbally and in writing in an email complaining thathe never received a penny for his expenses, and was still owed $15K for his extended stay out in California.

However, he made this statement 3 days after he resigned from the company and more than few weeks after he had already wired $15K to his personal account in Belize from the company account in Texas.

To say nothing of the fact that he had already stolen another $55K and had it in his posession during that same conversation about his expenses, while I was trying to mediate a situation between him and the board where he could leave the company with a sizable payout.

I felt horrified and disgusted after the board informed me of the embezzled funds. This was only hours after I swore to these people that Randal was a good Christian man and that he might be misguided and angry, but he was NOT DISHONEST and would never do anything to damage the company I was a shareholder of.

I was stunned to be so wrong. Only when he was confronted with the fact that the company was aware of the embezzlement, under the threat of prosecution he re-deposited the money. This opens up a plethora of criminal issues for him.

This is more than just misappropriation of funds. The ethical and legal boundaries that Randal has crossed are too numerous to list.

Although the lawyers will spend time detailing each one by one, here’s just a few examples:

Stealing vendors that were introduced to GFP for his new venture. Using the GFP database to market for JubiMax (this is a corporate assett and Randal’s assertion that it was built using his list and efforts is ludicrous.

He cited a handful of regulars off the list that are also a part of GFP yesterday, but they didn’t come off of a marketing campaign using our DSV list.

I know the truth about how this thing was built and I am tired of standing up for Randal’s lies and mis-steps in his zeal to create something new).

Even Jack Smith (the attorney) was a GFP introduction and Nabile   (from FLA) will be having a candid discussion about his introduction and the underlying situation.

And oh… let’s not forget trying to decimate the company’s downlines by cross marketing a new opportunity out from under GFP in the middle of being on corporate calls and still selling GFP.

If he was a simple marketer in ANY company, he would have been terminated in a heartbeat and would get NOTHING.

Considering he spent the majority of his time (as well as GFP company resources) working on his new thing for over two months BEFORE sending a lame resignation letter to the company in January, complaining about “all the breaches of contract” and “bad-acts” on the part of GFP, is disingenuous at best and illegal at worst.

Randal’s reasons for his resignation and his allegations of GFP being in breach of contract are bogus.

As a simple example, nowhere in our joint venture agreement does it stipulate that we needed a purchasing agent, a credit card processor or anything governing eAdGear in particular.

Frankly, the vast majority of the crap he cited are all things he should have managed and been responsible for himself, but he was unable to implement because he was too busy having breakdowns, tantrums, threatening to quit and inciting chaos in the office, instead of actually behaving like a grownup and navigating a new infrastructure and set of relationships that in the beginning were amazing.

The goodwill shown from the entire organisation was simply impeccable. Sadly, Randal’s incessant complaints about access and the database ruined the relationship on day one.

Sure it was different than what I was used to, but I made do and was fine fitting into the new requirements to be productive. Obviously Randal simply did not have the experience to be able to be the President of an organization of this magnitude.

(For the record, even Bill Gates doesn’t have “access” to the Microsoft website to be able to make changes… he has a vast network of people who are delegated to do the work.

This is the opportunity that Randal had within GFP and the eAdGear organization. But unfortunately Randal simply refused to “delegate” ANYTHING.)

Randal seemed hell-bent on destroying the team spirit within the company and wearied all of us daily with his incessant complaints about not having access and frequent meltdowns, that were quite honestly an embarrassment to witness.

I cannot begin to tell you the number of hours I spent talking him off the ledge and patting him back into shape and and stop him from self destructing and destroying the company’s financial future and mine as well.

It was exhausting and infuriating. His narcissism and blatant disregard for the wellbeing of others, especially someone he claimed was his closest friend, was reprehensible. He never once paused to consider how his actions would affect me, my family, my wife (who was on chemo) and our ability to survive financially during a very stressful time.

I wanted to simply let you know how dangerous the situation is for him at this point. There is no deal now. The settlement is off. The list of complaints against Randal are extensive, some criminal, some civil.

After all the cleanup work that was done by the techies on the database at the end of the year, they uncovered hundreds of unauthorized transactions performed by Randal issuing special credits to individuals (friends and family we suppose).

This included direct deposits of Lifestyle Dollars that either have no record of purchasing an appropriate package or anything. I have seen these transactions myself at this point after telling GFP that they were crazy… Again I vouched for Randal and explained that he was a man of integrity… but I obviously was very mistaken.

I was stunned to learn that the extra credits alone are costing the company over a million in additional bonus rewards (non-earned) and killing profits.

It is apparent now that he knew he was leaving and was deliberately trying to sabotage our operation on his way out. Is this someone I want to business with? Certainly not.

He never told me or any of the other board members of these deposits, even though they affected the bottom line so negatively… this should have been a board decision.

As I understand it, each transaction would be a separate count of embezzlement under federal law. Best case, any deal should have deducted the costs of these acts from any monies he would have gotten.

I am also well versed in litigation and have managed lawsuits that have won over 30 million in settlements. If Randal thinks he has ANY power in this situation, he is sadly mistaken and I for one AM NOT going to let him ruin all the hard work that I have put in for MY FAMILY.

This includes telling the absolute truth to all the parties in JubiMax so that they can make a well-informed decision about whether they want to be in business with someone who is so untrustworthy.

He will NOT go into the sunset simply owning 20% of this business. I personally plan on calling a board meeting to issue additional shares to people who actually have made a positive contribution to the company, including the techies and others.

Furthermore, as the architect of the GFP comp plan, calling the AG to complain (as he threatens to do over and over again) about how illegal it is… is just ludicrous.

They will ask “so who’s responsible for all this?” and he can’t point to anyone but himself. He creates it, then makes a complaint about it? Again… disingenuous at best. Just plain stupid if you ask me.

Plus those guys just want to go after the money… and they will quickly discover that he embezzled and took most of the profits offshore. Hello?

You know, there is an old axiom in the legal profession about having “clean hands”. I wish Randal understood all of the ramifications of his actions… but his hands are most certainly not “clean”.

I have treated Randal with respect for many years. I gave him the benefit of the doubt repeatedly in this situation.

It is deeply disturbing to see someone I thought I knew behave like this. His actions seem almost demonic. Like he doesn’t have any self control and his rational mind is being overridden by hatred and avarice and ego.

He needs a wakeup call or he may never be able to earn a dime in this business going forward, or any other for that matter.

Ask him how fast FriendSwin died after a lawsuit was published against us. It wasn’t pretty. Neither is a perp-walk on camera in San Antonio.

GFP just hired a former judge as a consultant who was an AG himself for 20 years. All indications are that this is the inevitable outcome for Randal if this thing moves forward.

I just wanted to warn you because you and the family don’t deserve to get into this upcoming mess. And I am certain that you have NOT been hearing the truth from Randal.

I have always thought you were great and a really strong asset to Randal in all his business dealings. Great supporter, sounding board, advisor.

I’m really sorry to be writing all of this but out of simple respect you need to know.

Respectfully,

Paul

Honestly I don’t even know where to begin with the above email. It wholly speaks for itself, raising some serious questions about William’s conduct, GoFunRewards business model and the future of JubiRev if this is its foundation.

And then there’s “Exhibit D”, Randal William’s own resignation letter sent on the 10th of January to GoFunPlaces’ “shareholders”:

To all Shareholders of GoFunPlaces Inc.,

First I would like to thank all of the shareholders of GoFunPlaces for the opportunity to be the President of GoFunPlaces Inc.

After much thought, discussion and concern, I wish to inform the GoFunPlaces Inc. board members and shareholders that I; Randal Williams am submitting my resignation as President of GoFunPlaces Inc., with my last day being January 14th, 2013.

This is the result of the fact that I do not agree with the way GoFunPlaces Inc. is being run and controlled by the majority shareholders of GoFunPlaces Inc. and numerous other reasons stated below.

I will be available to assist and consult with issues to help GoFunPlaces Inc. address the concerns that need to be addressed in order to help GoFunPlaces Inc. succeed.

With that being said and based upon my resignation as President of GoFunPlaces Inc., I am executing the option to terminate our Joint Venture Agreement, pursuant to my right to do so at Par. 7(c) of the Joint Venture Agreement for “breaches of… material covenant” that are set forth below:

1. Access severely limited as President of the company. Majority owners have stripped me of any authority to get things done; I have no control over programming, support, personnel, financial operations, etc.

2. Access severely limited for Paul Nash the software architect to properly be able to perform his duties and responsibilities, giving him no access to the server, etc.

3. Lack of credit card processing for customers.

4. Technical and legal concerns that I have addressed that have not been resolved.

5. Lack of support from eAdGear programming department to help deliver the project on time from day one.

6. Numerous weekly if not daily technical issues that have caused great problems and distrust with the marketing field affiliates, due to software bugs that eAdGear programmers have interjected, since they took over.

7. Affiliates are highly upset with the parent company eAdGear and the way they are controlling GoFunPlaces Inc.

8. Customer support tickets are averaging daily from 800 to over 1,000 open or past due support tickets for months now.

9. No purchasing agent has been hired to effectively handle vendors, shipping etc.

10. No Operating Agreement, Bank Account or Corporate Officer Legal Support documents have been put together as of date of this letter, leaving me vulnerable to liabilities.

11. Concerns about my name and integrity being questioned due to the way the majority owners are running the company, software bugs, field communications, legalities, etc… This I will not stand for.

12. As of January 9th, 2013, eAdGear In. has taken in all the money approximately $9.5 million US dollars in from customers and not produced any monthly or annual P&L statements for GoFunPlaces Inc. shareholders nor transferred any to a GoFunPlaces Inc. bank account.

13. Shareholder profit distributions have not been paid out on time or up to date.

14. It’s come to my attention from reputable industry source (sic) that eAdGear Inc. is most likely and from my industry experiences believe it is “illegal” in the USA; therefore I cannot have my name associated with such activities.

15. eAdGear Inc. has offered stock shares to USA members without notifying the SEC or following USA SEC law; in the event eAdGear Inc. has legal issues this could not only cause me legal issues but also harm my reputation as a leader in this industry.

16. According to my CPA and Tax Attorney who specialize in Foreign Controlled Corporations; not collecting tax information to report to IRS on affiliate earnings may be a legal issue. Furthermore the way the operations are being run as well may have legal concerns and open me up for legal liabilities.

17. I further believe and there may be an issue of “co-mingling of funds” and/or basically poor money and financial decisions are being made that may or may not be legal here in the USA that once again may open me up to legal liabilities.

18. If need be as a shareholder and to protect myself, I may have to insist upon a “3rd Party” financial audit of the financials and legalities of how the Foreign Corporations are being managed and operated.

19. Violation of 9. Representations. Subsection “F” of the Joint Venture Agreement;

The majority eAdGear Inc. and the shareholders were in a lawsuit with a former employee and distributor at the time of agreement execution and failed to acknowledge it prior to signing agreement.

20. Plus other numerous concerns not listed.

I understand that the Joint Venture has 30 days to correct the breaches under Par. 8 and that I urge it to do so, but if they are not eliminated within the stated 30 days, I will exercise my right 7(c)   right to terminate the Agreement and distribute its assets and demand full and proper distribution for myself and any proper parties if any, pursuant to the order specified in Par. 17 “Liquidation”.

These breaches must be completed on or before 30 days of receipt of this letter.

I sincerely hope these issues and concerns can be cleared up during the next 30 days. Should the shareholders like to reach an applicable fair solution to resolve this issue please let me know as soon as possible.

This letter and the contents of this letter are considered “Extremely Confidential”. Any violation of this will be punishable to the extent of the law.

Sincerely,

Randal Williams, President

GoFunPlaces

The remainder of William’s compliant essentially focuses on alleged attempts by GoFunRewards and eAdGear to thwart his JubiRev business venture and violating the Texas Business and Commerce Code.

Amongst other things, Williams is seeking “statutory damages” of $30 million USD (not a typo). An additional sum of “actual damages” of $6 million USD is also asked for.

In their own lawsuit against Williams, eAdGear have stated they plan to move for dismissal based on a lack of jurisdiction or if that fails, have the case moved to California.

Going over each side of both cases, it’s hard not to get a sense of vindictiveness arising from failed a failed joint business venture. Whether or not William’s heart was ever in GoFunRewards or he was just there to gain contacts and funding I have no idea, but from eAdGear’s lawsuit and Paul Nash’s email above it certainly doesn’t seem like it.

If anything I get the sense that despite the allegations laid out against him, Williams is incensed that his time at GoFunRewards is now impacting his JubiRev business venture.

How, if the allegations laid out against him are true, this works… I have no idea. One would hope that eAdGear have documented proof of all their claims, and if so, how Williams is going to answer them I have no idea.

Questioning the legality in his lawsuit of GoFunPlaces and being the “architect” of their compensation plan and effective business model isn’t going to help him much either.

Moving forward, whereas with the eAdGear lawsuit it was clear that an “Initial Case Management Conference” has been set for the 11th of June, I’m not entirely sure what happens next in William’s suit.

If eAdGear are to be taken at their word, I’d imagine they’ll be filing a motion to dismiss any day now.

I do know that following breaking of this story yesterday, JubiRev abruptly cancelled their weekly “Executive” call without warning or explanation.

Looking at the bigger picture, what this mess means for the future of both GoFunRewards and JubiRev and whether either company will survive intact remains to be seen.

With the allegations flying between both parties, one can only wonder if the US authorities are sitting in the back somewhere taking notes…

 

Update 4th April 2013 – On the 2nd of April William’s filed an amended complaint containing new allegations and the addition of Lourata Chan (CFO of GoFunRewards) as a defendant. Analysis of William’s amended complaint can be viewed here.