Dear CityGuru Shareholders:
It has been five years of silence and little transparency into the performance of your investment funds for CityGuru, Inc. According to Delaware Division of Corporations, the last Annual Report was published in 2013 yet it was never distributed to Shareholders.
To assuage growing Shareholders’ concerns over the status of their investments, CityGuru founder, Drew Morrison finally made an attempt at an open forum with them via a telephone conference in 2015. While it was a noteworthy attempt to communicate with us, the information consisted primarily of unsubstantiated projections and a very sanitized “State of the Company” address.
Evolving from Path Investments Group, LLC in 2009 to On The Go Technologies, LLC and finally to CityGuru, Inc. in 2011, the company has evolved much but has reported little or no progress to Shareholders. This continues to contribute to a stream of miscommunications that only frustrates Shareholders and Investors.
According to Delaware Division of Corporations CityGuru, Inc. is lagging at least two years behind in both taxes due and Annual Reporting. And judging by no reply or response to our invitation to both Drew Morrison and his “Advisors” to contribute to what is probably the first-ever Shareholder Annual Report, a 2015 Report did not seem likely to be forthcoming. Meanwhile new and disturbing facts continue to surface from ongoing litigations/allegations into Drew Morrison’s business dealings that must be addressed. We joined forces to compile one another’s due diligence findings and to attempt this Annual Report for the benefit of all CityGuru Shareholders and Investors.
While there are gaps and incomplete data provided in this report–given what little information we have to work with–but we believe this is a pretty darn good description of the State of our Company, CityGuru. Like it or not.
It is our intent to keep our fellow Shareholders and Investors fully informed of the true nature of their investments, infuse new transparency and stave off further erosion of facts and news that concern all who are heavily invested in CityGuru, Inc.
Several events throughout 2014 and 2015 have made it painfully clear the company has little focus and absolutely no leadership. Perhaps this is why the current drought on any distributions or ROI to CityGuru Shareholders has lasted for five years and likely to go another five unless we do an about-face. To perform such a mammoth job of getting the company back on track will require immediate damage control and re-organization if we ever expect a return on their investments.
CityGuru’s most overwhelming obstacles to surmount throughout 2015 and going into 2016-2017 will be establishing solvency and legitimacy to the CityGuru brand. Whatever corporate talent and leadership we had in 2012 has completed deterioated. Of the $637,000 + investment funds raised between 2009 and 2015 for CityGuru, Inc., all are now exhausted–and with no accounting of its use and nothing to show for it. What revenue the company now generates from its Seattle events planning is hardly enough to pay his own rent according to Drew Morrison. Litigations continue to grow and threaten to linger well into the next three years and pulling the company into its whirlpool.
Of course, continuing operating without any accounting system, financial reporting or demonstrated fiscal responsibility will only frustrate any attempts to conquer our company’s obstacles.
This places all Shareholders and Investors in bit of a quandary. To assure solvency, new capital and investment funds will be necessary. Yet, current Shareholders/Investors have already lost their entire investments for all practical purposes; raising more funds will require a painful bite of the bullet. Likewise, until the shadow of litigation is finally removed, a credible administrative structure consisting of fiscal check and balances and accounting based on integrity is firmly put into place, new capital from Angel Investors or Venture Capitalists is highly unlikely. How can they justify such risks given CityGuru’s management track record. In a word: legitimacy will be an absolute necessity in which to grab the attention of new investors.
To begin to find our bearings, we have to stop and ponder: “Where We Were; Where We Are Now; Where We Are Going” . Hopefully, this Report will give us a start on finding our bearings.
Can CityGuru be rendered fully capable of bearing fruit and instill confidene in its Shareholders and Investors? Perhaps, but remedial action must begin now. The medicine will not be pleasant, nor will the task of administering it be easy.
This Annual Report is a start. Continuous and open stream of current, accurate and complete information among all Shareholders will be vital going into the next year. To encourage this sharing of vital information, CityGuru Shareholders now have a repository of information, blogs, documentation and news at: http://www.CityGuruInvestor.com-What You Should Know . Here, Shareholders have free and ready access to free information, forums and services. Please bookmark it on your computer.
It is time to roll up our sleeves, CityGuru!
Your Fellow Shareholders
The CITYGURU Investor Association
CITYGURU FIRST ANNUAL REPORT
Marketing & Performance
Looking Forward: Challenges
The company that was to become CityGuru was organized loosely under three co-founders, Chris Rosenquest, Drew Morrison and Nicholas Sveslosky forming the management team of On The Go Technologies, LLC. In 2011. Sveslosky and Rosenquest headed the technological development while Drew Morrison “bootstrapped” operations presumingly with seed money from his Arizona real estate venture, Path Investments Group, LLC.
When co-founders Sveslosky and Rosenquest departed the company soon afterwards, Drew Morrison continued with the concept of On The Go Technologies, LLC until he was joined by others who would become the company’s new team in 2012.
Joining him was Jim Billmaier, serving as the company’s first Chief Executive Officer (CEO) along with his associate T. Olin Nichols serving as Chief Financial Officer (CFO). The collective business acumen of Billmaier and Nichols provided direction and discipline the company needed, and the team was expanded to include other experts such as Kevin Mansel, Senior Developer, Susie Paik, Director of Operations and 3-4 business advisors. Registering it as a Delaware corporation, the team changed the company brand and its name from On The Go Technologies to CityGuru.
Even after additional funding was raised in May, 2013 the Team disintegrated by late summer, leaving only Drew Morrison at the helm as the Sole Proprietor and single employee of CityGuru, Inc., a role he maintains today.
CityGuru’s business and place of operations is registered as the same for CEO James Billmaier’s address which is:
900 First Avenue South, STE 412
Seattle, Washington 98134
However, since the departure of Billmaier, CityGuru’s business address is now the same as founder Drew Morrison’s residence which is:
66 Bell Street, Unit 100
Seattle, Washington 98121
Marketing & Performance
The genesis of CityGuru can be traced to Drew Morrison’s Arizona real estate venture, Path Investments Group, LLC. Co-founded with the investment capital of Rochelle Rice, who would leave the company by early 2010.
Shifting resources and pivoting business plans in 2010, Drew Morrison teamed with On The Go Technologies, LLC Co-founders Rosenquest and Svelosky in 2011. Using technology first developoed by Svelosky, the trio targeted application to concierges of high end hotels as a mobile technology to enhance the conceirges’ own services for travel guests.
When Svelosky departed the company he also took with him the intellectual property rights to the technology, leaving Drew Morrison as sole founder and a need to venture into a new target market requiring no technology.
Competition and Scalability
Today, CityGuru focuses on the Service/Restaurant industry providing “VIP service with exclusive social events” to a Seattle market. Its service can be described more simply as the hosting and planning of events; highlighting Seattle’s best restaurants and venues. Morrison uses a Subscription Model to raise revenue through monthly membership fees. It seems to be CityGuru’s only source of revenue and subsidizes the founder’s lifestyle. But then: there are no accounting/financial records to measure the Company’s earning power (See Financial Statements).
Drew Morrison often refers to CityGuru as a “Startup” company, and his reason why income isn’t yet sufficient enough to support profits that might be used to develop the company and for Shareholder distributions. However, by definition the venture is probably too old to be classified as a Startup–more resembling a Sole Proprietorship and therefore unable to achieve the disruption and growth scalability in its market that Startups are defined and noted for. CityGuru offers neither revolutionary technology nor service that can disrupt the Service/Hospitality marketplace. Combined with its Subscription Model of generating revenue renders CityGuru such that the company cannot rapidly scale its marketplace and capture all or most of the market share.
Outside of advertising subscriptions, the Subscription Model utilized by CityGuru is hardly unique and subject to intense competition. There are no barriers to market entry by newcomers or the muscling in on market share such as The Seattle Met who continues to scale and compete in CityGuru’s own marketplace. With the weight of more stable working capital/funding, and a larger audience reach with its promotions, The Seattle Met by far represents CityGuru’s stiffest competitor!
In 2014, Drew Morrison announced through social media his intent of expanding CityGuru into other U.S. cities, notably: San Francisco, Los Angeles, Austin, Boston, and Chicago.
At first glance, the obstacles to his plan seem insurmountable and probably imprudent at this point in time. For one, as a Sole Proprietorship; the Managerial talent simply is not available to cover the logistics of such a wide geographical area.
With current funding all but exhausted, any form of growth and development within its present market is greatly inhibited. Current Shareholders/investors are not likely to introduce new funding without some sort of fiscal leadership and responsibility.
Arguably, any resources left are best focused on the survival of CityGuru, Inc. in Seattle, Washington.
IPO and Buyout
Much of Drew Morrison’s success in past fund-raising rode on the promises of CityGuru either being acquired by a larger, more solid company (Microsoft) and/or eventually offering an Initial Public Offering (IPO) on its stock.
With the state of the company in 2015 dependent upon solvency and legitimacy, those promises are long forgotten. At least for now. Unfortunately, as a company, we have no means to measure and determine the value of our company or its stock, nor can other larger companies or stock exchanges. Like Morrison’s dream of expansion into other cities, the idea of an IPO or Buyout is simply out of CityGuru’s reach throughout 2015-2017.
Incredibly, CityGuru—a Delaware corporation—does not maintain corporate records and financials. Without a credible, auditable accounting system, financial reporting to Shareholders is impossible.
However, in the spirit of attempting to publish the first ever Shareholders Annual Report, we will offer comment here on what little is known/documented about the financial health of CityGuru, Inc.
Certain liabilities are known: taxes, debt, judgments but nothing in the form of assets, such as cash reserves, are documented well enough to produce a Balance Sheet.
Profit Loss Statement
Since CityGuru files no tax returns according to Drew Morrison’s own deposition testimony, there are no records of business incurred expenses as offset by business earnings save Mr. Morrison’s own bank statement. Without these records it is impossible at this time to determine the health of Shareholder’s investments.
Cash Flow Statement
While we can attempt to “guess-estimate” cash flow generated by CityGuru membership subscriptions, we cannot determine burn rates, income flow or even a Cumulative Balance to Date.
Though Drew Morrison has testified no taxes are filed in behalf of CityGuru, we can ascertain recurring taxes as well as taxes owed, thus giving us an idea of the company’s biggest liability. According to the Delaware Corporate Records CityGuru, Inc. incurs an Annual Delaware Corporate Tax of $75,175.00. We also know that the company is now delinquent in back taxes of $111,919.60.
According to Drew Morrison’s own observation, CityGuru hardly earns enough to pay his rent. It is sufficed to suggest that should government agencies intervene to enforce tax payment, the tax liability, alone, may surpass CityGuru’s earning capability to such an extent that it threatens the company’s solvency.
For obvious reasons, Shareholder equity in the form of company valuation, share price and profit/assets cannot be determined at this time without the proper accounting and financial reporting.
Shareholder ADVISORY ALERT:
A Shareholders’ ADVISORY ALERT has been issued to all CityGuru/On The Go Technologies Shareholders advising them to validate any claim they may think they have to company stock. This followed in the wake of a deposition inquiry of Drew Morrison when he testified under oath much of the funds raised from 2009-2015 were personal “loans” to him rather than “investment” funds (in exchange for shares of stock). Several of the investor names he provided are known to believe they own stock in CityGuru/OTG. When asked if these same investors were listed in the CityGuru Stock Ledger, he answered that he was “not sure”, and upon further inquiry revealed that neither did he know the whereabouts of the Ledger. He “thought” perhaps the law firm Perkins-Coie/Seattle held the Ledger. If you believe you are a CityGuru Shareholder, you should consult with both Drew Morrison and Perkins-Coie asking for certificates of stock ownership and/or written confirmation of such ownership.
Distributions, Interest, Dividends
Unfortunately for us all, CityGuru Shareholders and Investors will not see any return on their investments in 2015 through 2017 without significant remedial action being implemented immediately.
Looking Forward: Challenges
In behalf of all CityGuru Shareholders and Investors we wish to conclude this Annual Report with what we, collectively, believe to be the most prudent and urgent goals for 2015-2016. Our Resolutions are:
- Lead and direct with a professional leadership demonstrating business acumen. This should include an experienced, seasoned CEO/CFO.
- Proactively stop the spiral of liability that is likely to continue for the next 3-5 years by settling and resolving all legal issues incurred by founder and company.
- Determine our solvency and valuation by implementing and maintaining an auditable financial reporting system to monitor and measure our business success.
- Firmly Establish CityGuru’s legitimacy by maintaining our good standing within all state and local governments where we are required to license for doing business.
- Bring current all taxes due, debt owed and liabilities created for Drew Morrison-CityGuru, Inc. to avoid eventual calamity with Government agencies and tarnishing of Corporate branding.
- Keep all Drew Morrison-CityGuru, Inc. Shareholders, Investors, Creditors and other Stakeholders informed with consistent, accurate, and current transparency into their state of their investments.
- Establish CityGuru, Inc. as a viable, credible and solid investment opportunity in which to attract New Investors and much needed capital through a demonstrated accomplishment of all Resolutions above.