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Nigerian investors have accused Polish entrepreneur and former founder of Nigerian startup HotelOga Marek Zmyslowski of defrauding them. Zmyslowski claims he’s the victim of investors who are trying to extort $300 000 by using an extradition request sent through Interpol.
While Zymslowski (pictured above) continues to deny that he defrauded investors, investors claim he siphoned off tens of thousands of dollars in company funds into his private account, that he went behind their backs to make deals to sell the company and that he ran a secret Polish-registered entity where the hotel management software platform’s intellectual property (IP) was held.
But how did the whole story begin in the first place?
Ventureburn, which is carrying out an investigation (see this story). Has produced a timeline of events so that readers can better work out what went transpired. Here it is:
5 November 2015: Polish entrepreneur Marek Zmyslowski’s Nigerian entity — Hospitality Technology Solutions (HTS) Ltd was registered, according to this blog post.
9 November 2015: Zmyslowski has a Polish entity, Hotel Online sp. z.o.o, formally registered, shows a copy of company registration displayed on a blog post last week by one of his Nigerian investors.
Nigerian investors claim they never knew about Marek Zmyslowski’s secret Polish entity, that he siphoned off company funds, brokered unauthorised deals
21 December 2015: Hotel Online sends $50 000 to Zmyslowski’s personal account at Zenith Bank, shows a screengrab of the account history of his bank account at Polish Alior Bank, displayed on a blog post last week by one of his Nigerian investors.
7 February 2016: A shareholder agreement is signed between Zmyslowski, his company Hospitality Technology Solutions and Nigerian investors, Marathon Real Estate, shows a screengrab of the agreement on a blog post last week by one of his Nigerian investors. Maneesh Garg, who is also the founder of the Afriglobal Group invests $150 000 in Hospitality Technology Solutions.
17 August 2016: A board meeting is held at the Eleganza Plaza Hotel in Lagos. The minutes of the meeting state that both Garg and Zmyslowski were present. A screengrab of the minutes is displayed on a blog post last week by one of his Nigerian investors. The first item of the minutes notes a matter “arising from minutes of 20th April 2016”. The minutes explain that Zmyslowski is to “incorporate the Mauritius entity and the Poland entity of Hospitality Technology Solutions Ltd; and get agreement signed between the Mauritius entity and the Poland entity to make the HotelOga software developed by the Poland entity the property of Hospitality Solutions Ltd, Mauritius. This suggests then that the Nigerian investors did know, at least by April 2016, of the existence of some “Polish entity”.
30 August 2016: Hotel Online sends $4400 to Marek’s personal account at Zenith Bank, shows a screengrab of the account history of his bank account at Polish Alior Bank, displayed on a blog post last week by one of his Nigerian investors.
19 September 2016: Hotel Online sends $500 to Marek’s personal account at Zenith Bank, as shown on the same blog post.
October 2016 (date not clear): Hotel Online sends $1000 to Marek’s account to Marek’s personal account at Zenith Bank, as shown on the same blog post.
21 October 2016: Hotel Online sends $12 000 to Marek’s account to Marek’s personal account at Zenith Bank, as shown on a blog post last week by one of his Nigerian investors.
24 October 2016: An email shared by Zmyslowski with Ventureburn, shows Garg telling the Polish entrepreneur that he can meet him to discuss a possible deal that he has lined up for funding with a “Jameel”. “Please calibrate with Jamaal (sic) to meet up. Either in Dubai or Lagos,” Garg tells Zmyslowski.
8 November 2016: Hotel Online sends $6000 to Marek’s personal account at Zenith Bank, as shown on the same blog post.
January 2017: According to Savanna Sunrise co-founder Havar Bauck, Zmyslowski contacted him to say that Hotel Oga was struggling financially and needed a partner in order to carry on. Bauck said it was he who registered the Hotel Online domain name. Savanna Sunrise changed its name to Hotel Online and then after Zmyslowski transferred his shares in Hotel Online sp. z.o.o to his Polish partners (date uncertain by Ventureburn), the new company Hotel Online acquired Hotel Online sp. z.o.o.
20 February 2017: A press release by phocuswire.com originally published on tnooz, states that HotelOga has merged with Savanna Sunrise (it makes mention of HotelOga and not Hotel Online sp. z.o.o which later did indeed merge with Savanna Sunrise). This, despite both Zmyslowski and Bauck last week telling Ventureburn that the deal never went through. The press release states that “HotelOga’s Marek Zmysłowski will become CEO of the new entity and Havar Bauck will assume the role of executive chairman”.
7 March 2017: The domain name HotelOnline.co is registered under Havar Bauck of Savanna Sunrise, shows a receipt from GoDaddy sent to Ventureburn.
22 March 2017: As per a screenshot that Zmyslowski shared with Ventureburn, the Polish entrepreneur sends an email and pitchdeck to the same Jameel to pitch for funding, where he also announced an agreement to merge between HotelOga and Savanna Sunrise (the email was copied to Garg along with the pitchdeck which also notes the merger between the two — and not between Savanna Sunrise and the Polish entity, Hotel Online sp. z.o.o). The pitchdeck claims the merger was concluded between Savanna Sunrise and HotelOga in February 2017 and that the new entity has offices in Nairobi, Kampala, Lagos and Warsaw. It says the new merged entity is seeking $1.6-million “for global expansion” at a valuation of $8-million and that an IPO is envisaged by 2020. It also has it that the “NewCo” will receive and processes payment from guests”.
4 April 2017: Zmyslowski contacts NightsBridge managing director Theresa Emerick to seek an asset sale of $100 000 for HotelOga. A term sheet is signed on 8 April.
21 April 2017: After the deal between Savanna Sunrise and HotelOga collapses, Savanna Sunrise signs a binding Letter of Intent for the transaction with the Polish entity Hotel Online sp. z.o.o. According to Bauck, the signatories were Endre Opdal and Havar Bauck for Savanna Sunrise, and Maciej Prostak, Damian Dabrowski and Szymon Peplinski for the Polish company. What is also not clear is that in an email to Ventureburn dated 25 February, Bauck said Savanna Sunrise took HotelOnline as “our trade name” in January 2017 after completing the transaction with the Polish company. However in a subsequent email he says a “binding” Letter of Intent for the transaction with the Polish company was signed on 21 April 2017. Why the difference?
24 April 2017: Hotel Oga sends an invoice for $30 000 for a “software licensing agreement set up of code base environment”. Payment is to be made to a Citibank account in Canary Wharf, London in name of Hospitality Technology Solutions, as shown in a screengrab on a blog post last week by one of Zmyslowski’s Nigerian investors.
25 April 2017: Emerick signs a formal sale of assets agreement with HotelOga. This would enable her company to take over employees and the hotel contracts, but not the software itself. She told Ventureburn that as HotelOga was in dire straits, her company made several payments towards salaries, operating costs and settling some of the debt to hotels during the due diligence phase, to keep operations going until the deal was concluded.
21 May 2017: Emerick sends Zmyslowski a formal creditor’s claim demanding he repay $43 000, stating that the agreement had lapsed (it was still in the due diligence phase) when it became clear that he didn’t have the consent of his other investors, which was a condition precedent to the sale. The claim is shown in a screengrab on a blog post last week by one of his Nigerian investors.
29 June 2017: A cease and desist order is sent to Nightsbridge from Garg and investors, stating that Zmyslowski does not have the authorisation from investors to proceed with the deal, as shown in a screengrab on a blog post last week by one of his Nigerian investors.
30 June 2017: Emerick sends an email to a Mr Piotr Rychta in Poland, who appears to be an attorney acting for the Nigerian investors, as shown in a screengrab on a blog post last week by one of his Nigerian investors. She says she has been “very perturbed by the actions of HotelOnline after being bought by Savannah Sunrise, as they re-entered the Nigerian market claiming all previous contracts and clients of HotelOga. The claim to the market is that HotelOga (Hotel Technology Solutions) had been set up as a reseller only of the HotelOnline technology.” She wonders if such an agreement even exists. “I’m very happy to provide proof of these actions, as I think it is reprehensible”, she says.
31 July 2017: Garg, his attorneys and Ferox Associate and Partners Limited (who it is believed represented former HotelOga CFO Gulbet Kiros ) file a petition with Nigerian police for an Interpol Red notice, shown in a screengrab on a blog post last week by Olotu. In the petition the attorney says their clients were offered the opportunity to invest $220 000 in HotelOga and that a shareholder agreement was signed between Marathon Real Estate and HotelOga. They write that “unbeknown to them Marek diverted revenues derived from the customers of HotelOga to a Polish entity called Hotel Online Limited without authorisation from the management of Hotel Oga. “Sometime in February 2017 clients of HotelOga noticed that jobs executed for them especially those executed for Expedia were being paid to HotelOga Limited in Poland with payments returned back to Nigeria into Marek’s personal account rather than HotelOga’s. In addition, they claim Marek also “fraudulently” leased HotelOga’s code to Nightsbridge (Emerick however, claims the $30 000 was not to purchase any code, but to help port HotelOga employees over to her platform).
August 2017: Zmyslowski refunds Nightsbridge with $30 000. Emerick doesn’t pursue the remaining $13 000, telling Ventureburn that it had mainly been used to back-pay staff salaries, some of whom she eventually employed.
December 2017: Marek says he flew to Dominican Republic and Poland for Christmas. Then he says his plan was to fly to London. That’s where he found about the Red Notice. He is arrested at the airport in Warsaw by Polish border authorities and jailed before being released.
6 February 2018: An extradition request is sent by the Nigerian government to their Polish counterparts.
12 July 2018: Zmyslowski holds a call between himself and Garg, which he records. In the call Garg is recorded saying that should he pay all the $300 000, the case will be dropped. Zmyslowski will later argue that this is proof that a Nigerian Godfather (Garg) is trying to extort him. Garg is also recorded saying to Zmyslowski: “You didn’t do anything bad, yea, you had, we had a business decision. There were some issues there. Ok fine. I mean. And alo I know that I It had something to do with circumstances. You know, We all do things because of circumstances. That’s all you know”. Ventureburn Garg that if indeed Zmyslowski had defrauded investors, why he had said he “didn’t do anything bad”. Garg said he couldn’t recall the context in which he said that.
14 February 2019: Zmyslowski publishes a blog post on Medium saying he is being extorted by investors who accuse him of fraud.
21 February 2019: A Edmund Olotu, who is the founder of Nigerian fintech Tech Advance, publishes a post on Medium with screengrabs which he claims is evidence that Zmyslowski defrauded him and Garg. It’s not known currently how Olotu is linked to the matter. Olotu has so far declined various attempts by Ventureburn to get comment from him, including on how he is linked to this matter. However what is known is Olotu’s current CFO Gulbet Kiros is the former CFO of HotelOga. According to Zmyslowski, Kiros contributed cash of $20 000 to the business, when he accepted the position at HotelOga. Zmyslowski said it is possible that Olotu was the person who did indeed front Kiros’s contribution. But Zmyslowski says he never dealt with Olotu.
Read more: Did Polish tech entrepreneur Marek Zmyslowski defraud Nigerian investors?
Read more: It’s a lie, says investor over Polish man’s Nigerian ‘Godfather’ blackmail claims
Read more: How Nigerian business partner tried to bribe, take over my startup – Polish man
Editor’s note (13 March 2019): Additional entries on the timeline were made for 7 March and 21 April 2017.
25 February 2019: It’s not known currently how Edmund Olotu, who wrote a revealing blog post of the matter on 21 February, is linked to the matter. Because of this, we have added this note to the story and amended the story accordingly.
*Correction (25 February 2019): The initial version of this timeline referred to 7 December 2018 as the date that Marek Zmyslowski and Maneesh Garg had the phone call which Zmyslowski recorded. Zmyslowski alerted Ventureburn that the date was in fact 12 July 2018.
Featured image: Polish entrepreneur and former HotelOga founder Marek Zmyslowski (Facebook)