The 2018 Amalgamation of EMethod and Sharp Mobile: A Contentious Merger Under Trufla Technology

In 2018, EMethod Inc., a digital marketing firm founded by David Vass and incorporated in August 2013, underwent a transformative amalgamation with Sharp Mobile Technology Ltd., a subsidiary of Gemstar Holdings Ltd., to create Trufla Technology Ltd. This merger, finalized on or about March 1, 2018, as outlined in the Amended Amended Statement of Claim filed on May 28, 2025 (Court File Number 2001-11303), marked a pivotal moment for both entities. EMethod had established itself as a profitable venture, offering SEO and web development services, with steady growth since its inception under the ownership of Prosperity Freedom Network Ltd. (PFN) and the David Vass Family Trust. Sharp Mobile Technology, incorporated around 2014 and fully owned by Gemstar, brought insurance technology expertise, particularly in personal and casualty (P&C) insurance brokerage operations under the Sharp Insurance trade name.

The amalgamation’s roots trace back to a 2015 Share Purchase Agreement (SPA) where PFN and the Trust sold 75% of EMethod’s shares to Gemstar, retaining a 25% stake initially (Paras. 24-25). This agreement included the "Aggregator Promise," a set of representations from Gemstar that shaped the merger’s expectations. These promises, detailed in Paragraphs 20-21, assured PFN and the Trust a 25% ownership in a low-commission aggregator division valued at no less than $1.6 million ($400,000 for Vass’s share), a commitment of Gemstar’s resources to the aggregator, and no financial obligation from PFN or the Trust. Gemstar further assured that these commitments remained binding despite not being formalized in writing, claiming the legal drafting was “too complicated” and that Vass could rely on their performance (Paras. 22-23).

The 2018 amalgamation saw Sharp Digital Marketing Ltd. and Sharp Mobile Technology merge with EMethod, forming Trufla. However, the claim alleges that PFN and the Trust’s ownership was diluted to 5.2%, later adjusted to 5.5%, a stark reduction from the promised 25% (Para. 30). A significant point of contention is the valuation disparity. Sherif Gemayel, a key Trufla figure, reportedly applied high-tech valuations to Sharp Mobile, a company with unproven profitability, while valuing EMethod—a profitable entity with a growing client base —at far lower rates.

This approach effectively diminished Vass’s ownership stake, contradicting explicit assurances from Gemayel and Bruce Rabik of Rogers Insurance that his shares’ worth would only increase, never decrease, post-amalgamation (implied in Paras. 20-22). The ethical breach here is glaring: valuing a struggling entity higher than a successful one to dilute a founder’s equity raises questions of transparency and fairness.

The situation escalated on May 10, 2019, when Vass met Tom Reid, Trufla’s president, and Sherif Gemayel at Tom’s House of Pizza. Facing his father’s farm foreclosure, Vass proposed selling his Trufla shares, including compensation for ClickHook, which had proven valuable with the 2019 Lockton contract generating millions in revenue. At that time, Trufla was raising funds at a $20 million valuation. Reid and Gemayel initially agreed to explore a buyout, but weeks later, Gemayel informed Vass in his office that Bruce Rabik had revealed Trufla’s “extreme debt,” slashing its value well below $20 million. This revaluation shocked Vass, who had little knowledge of Sharp Mobile’s debt during the 2018 merger. Post-Lockton success should have bolstered Trufla’s worth, yet the company was valued lower than Sharp Mobile’s pre-amalgamation estimate, further eroding Vass’s shares’ value below their pre-merger worth. This reversal—after promises of growth—highlights a potentially unethical bait-and-switch, exploiting Vass’s trust and financial vulnerability. The full claim is available here.