Marek Zmyslowski was accused of defrauding Nigerian investors. We set out to find the facts and this is what we discovered

The story shook the Nigerian tech ecosystem. This is a breakdown of everything as it happened, complete with facts, evidence, and testimonies from all sides. But first, let us introduce you to the characters.

The characters

Marek Zmysłowski: A Polish entrepreneur and co-founder of HotelOga (Hospitality Technology Solutions), an online hotel booking platform based in Nigeria. Marek is also the co-founder and erstwhile majority shareholder in another company, HotelOnline.

Maciej Prostak: Marek’s co-founder and fellow stakeholder in both HotelOga and HotelOnline.

HotelOga (a.k.a. Hospitality Technology Solutions): An online hotel booking platform in Nigeria founded by Marek and Maciej.

HotelOnline: A Polish company co-founded by Marek Zmyslowski and Maciej, with a third party investor, SpeedUp Investments Group. While both HotelOnline and HotelOga were founded by Marek and Maciej, they existed as separate entities. HotelOnline, however, owned the technology with which the other company, HotelOga, operated in Nigeria.

SpeedUp Investment Group: The third shareholder in HotelOnline, the Polish company.

Maneesh Garg: Maneesh Garg is an Indian investor and businessman who invested in HotelOga in Nigeria. He is the CEO, Afriglobal Group and a former analyst at the World Bank. He is the character whom Zmyslowski refers to as ‘the godfather’ in his article.

Savanna Sunrise Ltd: Savanna Sunrise Ltd is a Kenyan online hotel booking platform. Savanna Sunrise would go on to merge with HotelOnline, inject new capital into it, and assume its trading name. Marek initiated a conversation with Savanna Sunrise to sell HotelOnline to them. However, while the talks were ongoing, Marek exited HotelOnline by giving all his shares to the other shareholders.

Nightsbridge: A South African online hotel booking platform that Marek approached to sell HotelOga to. The sale did not go through, however, after the window for the sale agreement lapsed.

Mr Zmyslowski’s claims

In his article, Mr Zmyslowski writes, "During the startup fight for growth and survival, a conflict (around the company vision and management style) between myself and the Godfather arose. It reached a threshold when he, together with our CFO, tried to kick me out of the management board and take control of the company.

“They failed because my team, my co-founder and other shareholders came to my defence. The conflict, however, paralysed our operations for months and almost made us go bankrupt. We were able to save the company by merging with our biggest competitor from East Africa."

Later on, Zmyslowski was arrested at Warsaw International Airport by the Polish border security after being flagged by Interpol. Interpol Abuja had received a petition accusing Zmyslowski of theft and embezzlement of company funds. With the help of a lawyer, he was released eventually, but his name remains on the Interpol list. (See details of Interpol petition and bank statements here.)

Zmyslowski attributed his appearance on Interpol’s Red Notice to the dispute between himself and ‘the Godfather’, Maneesh Garg. He was an investor in Zmyslowski’s startup, HotelOga (trading as Hospitality Technology Solutions).

A case for money laundering?

Attached to the Interpol petition were bank statements showing money meant for HotelOga moving into Zmyslowski’s account. This, he corroborated. However, Zmyslowski told Business Insider Sub-Saharan Africa that when HotelOga first started operating, the company did not have a dollar account, so Travelscape (Expedia) and Bookings.com, both of whom were doing business with HotelOga, found it easier to pay in dollars into the HotelOnline account in Poland. This was also due to the volatility of the Naira, Zmyslowski added.

A total of $83,800 was sent from the HotelOnline account to Zmyslowski’s account in Nigeria. He says that he transferred all the money from his account to the HotelOga company account. Evidence proved this to be false.

Bank statements shown to us by Zmyslowski reveal that at least N20 million moved from his personal account to the HotelOga company account between May and November 2016. (See the bank statements here.) At N306 to the dollar, which was CBN’s official exchange rate for 2016, $83,800 amounts to N25,642,800.

This means at least N5 million remains unaccounted for, that is, going by the official exchange rate. However, HotelOga auditors informed us via phone call that Zmyslowski transferred money at black market rate, not the CBN rate (Black market rate at the time was over N400). Which implies that a lot more money is unaccounted for. This, however, they did not provide evidence for.

Zmyslowski also mentioned that he personally funded HotelOga with $165,000 out of his pocket. But we were unable to verify this.

In any case, it is unethical for a CEO (or employee) to send company funds through their personal account. A domiciliary account could easily have been set up over this period. We found this behaviour to be part of a pattern of disregard for corporate governance ethics on Zyslowski's part as we will establish throughout this story.

While investigating this matter, we also found out Zmyslowski is being accused of stealing a former Polish business associate’s idea.

What is the dispute with ‘the godfather’ and how did it begin?

In his article, Zmyslowski writes that the dispute between him and Maneesh Garg was around “company vision and management style”.

Zmyslowski began HotelOga in Nigeria around the same time the Polish entity was registered. This Polish entity, HotelOnline, where Zmyslowski was a majority shareholder, owned a hotel management technology (the Intellectual Property) and it was with this technology that HotelOga did business in Nigeria.

A rebuttal of Zmyslowski’s post by Edmund Olotu, an advisor with one of Zmyslowski's investors, claims that he was unaware, first, of the existence of HotelOnline and HotelOga as separate entities and, secondly, that the technology belonged to HotelOnline, not HotelOga.

Olotu also said that upon finding out, the Nigerian investors asked for a merger of both entities since the shareholder agreement they signed with Zmyslowski gave them the right to “any entity in other jurisdictions incorporated or run by Marek and/or his associates carrying on the same or substantially the same activities as the Company (HotelOga) using the same or similar technology as that used by the company.”

The agreement also gave the shareholders rights to “any intellectual property owned by the Company now or in the future.” This would have given the investors rights to own or co-own HotelOnline and its technology.

The minutes of a shareholders meeting from August 17, 2016, which Zmyslowski attended, show that all parties present agreed that the two entities (HotelOnline and HotelOga) be merged to become one corporation registered in Mauritius.

When questioned about this, Zmyslowski said it was impossible for the Nigerian investors not to have known about the existence of HotelOnline because he and Garg knew each other for 2 years before the company even started, so it was a case of friends/acquaintances getting into business together.

“Maneesh was helping me find investors for the merged company, showing he knew,” Zmyslowski said in response to our questions.

However, the documents he provided us with only show correspondence between him and Garg in 2017 (the documents can be seen here) where they discussed the possible merger with Savanna Sunrise. They did not prove that Garg was indeed helping him find new investors.

Mismanagement of company funds and disregard for corporate governance ethics

During the meeting, the shareholders also asked Zmyslowski to transfer all company assets purchased in his name. When asked about the company assets in question, Zmyslowski was unclear what this meant at first. After showing him minutes of the meeting, he said, “I think I know what this is. It must have been the company car, it was bought before we had the entity, so I bought it under my name, but I never had the chance to register it back for the company. We had to sell it and we used [the money] to pay HotelOga debts. It was a N2 million Toyota Sequoia."

Shareholder Meeting Pulse Nigeria

Zmyslowski did not provide us with evidence for this transaction. When we asked if the car was purchased by him under his name, with his money, explaining that this would make it a personal asset, and not the company's and that it would only a company asset if it was bought with company money, Zmyslowski simply replied, "It was bought by my private money, but we agreed I will give it to the company." This did not add up.

Evidence shown to us also revealed the following:

Zmyslowski’s personal expenses charged to the company account, including a stay at Protea Hotel, Ikeja in December 2016 and a 2-week stay of one Ms Taiwo Smith, who we found to be his then-girlfriend’s sister, at Oriental Hotel in June/July 2016. He did not deny these expenses, but replied that both were paid back to the company.
N22 million borrowed from Lidya, a small business loan provider. This loan was allegedly made without the board’s consent but Zmyslowski insists the board knew about it. When asked to provide evidence, he said, “You need to understand that it was a company run by 4 investors -- Me, Maciej, Maneesh, Speed Up. Most of decisions were made on the call, we didn’t need to have formal meetings on email about it. That's what Maneesh is taking advantage of now.”

Zmyslowski further explained to us that the plan with his shareholders all along was to merge both companies into one entity at a later time.

“The plan was always to merge all the shares of the two entities into the Mauritius/Dubai entity,” he said. “Maneesh was also helping to facilitate the merger between HotelOga and Savanna Sunrise.”

What really happened?

While seeking buyers for HotelOga, Zmyslowski says he approached several parties. However, only Savanna Sunrise and Nightsbridge were interested.

He began talking to two of them. Savanna Sunrise operates in Kenya and Nightsbridge in South Africa.

In his Medium article, Zmyslowski writes, “We were able to save the company by merging with our biggest competitor from East Africa [Here, he refers to Savanna Sunrise, which merged with and adopted the name of HotelOnline]. This allowed me to exit the company and remove myself from the equation, hoping that this move will release the tension between stakeholders.”

Savanna Sunrise has since come out to state that Zmyslowski was not in the picture when both companies -- HotelOnline and Savanna Sunrise -- merged, even though he was present during the initial stages of the conversation.

While talks for the merger were still ongoing, Zmysłowski exited HotelOnline, giving all his shares to his other shareholders -- Maciej Leszek Prostak, his co-founder, and SpeedUp Investments Group.

It was during the later stage of the conversation with Savanna Sunrise that the company became aware of Zmyslowski’s dispute with his Nigerian investors. “One of our board members was contacted regarding a conflict with the Nigerian company. We had no link to them and hence took no action. This was after our transaction with the Polish company had been concluded,” Håvar Bauck, founder and chairman of HotelOnline (F.K.A. Savanna Sunrise) told us in an email.

When asked about his reason for removing himself from the talks while they were still ongoing and giving away his shares in HotelOnline, Zmysłowski said, “Because I was tired of fighting with everyone -- Maneesh, my CFO. I was fighting for a year when all I was doing was trying to find investors.”

His exit from the conversation meant that the Nigerian investors in HotelOga were left with nothing. A Letter of Intent concluded on February 7, 2017, with Zmysłowski, Prostak, Bauck, and his partner Endre Opdal as signatories, recognised both HotelOnline and HotelOga as one entity and required the merger of the singular entity (referred to as HotelOga in the LOI) through the “acquisition of 100% of the shares in HotelOga by Savanna Sunrise, and the issuance of new shares in Savanna Sunrise equivalent to 50% of the shareholding in the merged company (the ‘Transaction’).”

The new shares would then have been transferred as compensation to all the shareholders of HotelOga and the company would have adopted a new name agreed to by all parties involved.

The deal with Nightsbridge

Zmyslowski also approached, Nightsbridge, a South Africa company. While talks were ongoing, Nightsbridge received a Notice of Dispute from HotelOga investors to stop the sale and bring forward the following allegations against Zmyslowski:

Mismanagement of HotelOga and HotelOga funds
Unlawful transfer of assets from HotelOga to HotelOnline
Breach of fiduciary duty to HotelOga
Breach of contract

In a response to the notice, Nightsbridge explained that the sale agreement they had with Zmyslowski had already lapsed when conditions were not met. They also attached a Notice of Creditor’s Claim revealing that the company had already paid Zmyslowski $30,000 for a software licensing agreement and $43,000 in total for sale of assets.

Creditor's notice from Nightsbridge (1) Pulse Nigeria

Creditor's notice from Nightsbridge (2) Pulse Nigeria

Nightsbridge also expressed their disturbance by the fact that HotelOnline, after merging with Savanna Sunrise, entered into the Nigerian market, claiming all previous contracts and clients of HotelOga by way of “business as usual”.

HotelOnline, however, denies this. “We had no contracts with any hotels in Nigeria when we entered the market. All our clients were contracted by our Nigerian sales team. While some of those hotels were former HotelOga clients, they all have contracts with us,” Bauck said.

Zmyslowski says he has refunded Nightsbridge. “Yes, I paid the money back, from my private pocket. I had a deal with Nightsbridge (and their investor Travelstart) that my other company will provide them [with] services at a value of $30,000. They agreed, and I delivered, you can confirm that with them if you want, he said.

Nightsbridge Managing Director, Theresa Emerick told Business Insider Sub-Saharan Africa, “The creditor note was for $43,000… Mr Zmyslowski settled the debt to the value of $30,000 over a period of 18 months.”

In an email seen by us, Zmyslowski was accused of using the $43,00 to settle personal debts before Emerick proposed a payment plan of $5,000 for six months to recover $30,000 at least.

The court case in question

Marek Zmyslowski has repeatedly said he won a case in court against the police.

The court case here refers to the one he (Marek Zmysłowski) won at the Federal High Court ordering Zenith Bank to unfreeze his Nigerian account, for which he won damages of 2 million Naira. Despite this, he remains on Interpol Red Notice.

Court judgement, page 12 Pulse Nigeria

Court judgement, page 13 Pulse Nigeria

There is also another case in question, detailed in an affidavit sworn in the Lagos State High Court by Zmyslowski’s lawyer. (See affidavit here.)

Zmyslowski’s lawyer wrote to Interpol and Zenith Bank to request a copy of the Magistrate court order instructing the bank to freeze Zmyslowski’s account. The bank refused to furnish the order and Interpol refused to acknowledge receipt of the lawyer’s letter.

The lawyer then filed a suit against at the Federal High Court, forcing the bank to finally produce the court order. On finding out that the order was issued by a Magistrate court at Tinubu, Lagos, by Magistrate Mrs K.B. Ayeye, the lawyer proceeded to there to authenticate the court order. Getting there, he was informed by the court registrar that no copy of the order existed in the court’s files and that the Magistrate had merely appended her signature on a draft copy of the order produced by Interpol Nigeria. This, in itself, is against the law.

Furthermore, the court order authorising the Interpol Red Notice that prompted the arrest of Zmyslowski at Warsaw International Airport, Poland was issued by Magistrate Mrs A.F.O. Botoku of the Lagos State Magistrate Court at Igbosere, Lagos. However, the court’s registry was unable to provide a copy of the order as it was also not on file. The lawyer then asked for a copy of the arrest warrant for his client. That, too, was not on file.

Upon discovering this, the lawyer then wrote to Magistrate Botoku about this. The court registrar, a Mr Jide, refused to acknowledge receipt of the letter. This brought the lawyer to the conclusion that Interpol Nigeria’s manner of investigation “is not being carried out within the limits of Nigerian law” and that the judgement of the Federal High Court “confirms the breach of law and due process”. (See the Federal High Court judgment here.)

What are the lessons to learn here?

We’ve not heard the last of this case. Many more reports will spring up, as will arguments and counter arguments. But, more than anything else, this should be a teachable moment for the Nigerian tech ecosystem, for investors and for entrepreneurs.

From the start, do things by the book. Document everything and never overlook the importance of proper corporate governance. Don’t pass company money through your account just because it seems like the most convenient option at the time.
For investors, it’s not enough to be wowed by an idea or the charisma of an entrepreneur, as Maneesh Garg told VentureBurn was the case with Marek Zmyslowski. Garg complains to the publication that after he got into business with the Pole, he experienced firsthand the latter’s disregard for due process. Zmyslowski would cancel meetings last-minute and disregard quarterly board meetings for personal reasons, calling Garg “old-fashioned”. Also, Theresa Emerick of Nightsbridge told VentureBurn that Zmyslowski is the type of person who “will tell any story just to have a good image” and that she did not trust him.
Trust is hard to build but very easy to squander. One minute, you could be doing business with someone, investing $150,000 into their company. The next, you’re finding out that the company you invested in did not own the Intellectual Property it was running on and that the company that owned the IP also has said entrepreneur as a shareholder.
Finally, it will always be safer to do business with someone whose history and reputation you can verify, especially through your local network. History never lies, and it will always repeat itself.