Our esteemed readers,
We write to inform you that this article was not the result of investigative journalism, balancing all sides for fairness. We sincerely apologise for this and regret any inconvenience this may have caused you or the subject, Mr. Zmyslowski.
We promise to continue to uphold best practises in journalism by ensuring balance, accuracy, independence, fairness, impartiality, and accountability in telling the facts as we become aware of them at all times.
“It’s Africa, Stupid.”
That is the name of a TED Talk that has been viewed 1.7 million times on YouTube. The speaker is a charismatic Polish entrepreneur called Marek Zmyslowski who spent 4 years working in Nigeria’s startup ecosystem. To the uninitiated, he is Marek Zmyslowski, former CEO of Jovago who later founded Hotel Oga and currently a board advisor of Launch Africa, a VC company. To those in the know however, he is ‘Marek Chinedu,’ a successful Polish-born entrepreneur, public speaker and master of the razzle dazzle.
An engaging storyteller who is not shy about self-promotion, Marek has built up a following over the past 7 years, aided in no small part by the wild story of his 2018 arrest by Interpol, purportedly on the orders of a Nigerian-based “Godfather”. This story, the exact details of which vary considerably depending on who you ask, is documented across several parts of Marek’s vast storytelling franchise. There is a Medium post that has been read tens of thousands of times. There is another viral Medium post that talks about it. He gave a TED Talk about it. He even wrote a book about it.
The basic thrust of the story according to Marek goes thus:
The protagonist and hero, a charming, good-looking Polish entrepreneur with global ambitions moves to Africa to co-found the “Amazon of Africa”. After successfully launching Jumia Travel, he then moves on to found Hotel Oga, a startup with growth potential and great prospects. A certain heavyweight Nigerian-Indian investor whom we come to know as the “Godfather” comes into the picture, and the entrepreneur is convinced to accept this investment because said Godfather apparently holds the keys to regulatory favour and ease of business in Nigeria.
Like all good stories, there is a twist – a personal and professional conflict develops between the hero and the Godfather over their different visions for the company. The Godfather then does what Godfathers do, and tries to metaphorically whack him via his puppet CFO and an orchestrated boardroom hit. The hero survives because his co-founders come to his rescue, but this marks the start of an ugly conflict as the Godfather adopts tactics that belong in Mario Puzo’s book. The company suffers as a result and nearly goes bankrupt.
Eventually our hero gets tired of fighting an uphill battle against this super-connected Nigerian-Indian investment whale and negotiates a sale to a major East African competitor which offers him an exit from the Godfather’s African stomping ground. Unfortunately he has underestimated the sheer power and maliciousness of said Godfather, and on January 14, 2018, he is arrested at Warsaw Okecie Airport where he is told that he is the subject of an Interpol Red Notice and he is wanted in Nigeria. Apparently the Godfather’s tentacles extend as far as Interpol, and he is told that he might be extradited to Nigeria.
Our hero struggles to understand how an institution like Interpol could have been compromised by a Nigerian-Indian Godfather until he realises that it accepts donations from private organisations. The obvious inference is left hanging in the air, but – possibly for legal reasons – unspoken. Upon getting out of detention, he receives 3 phone calls: the first from his Nigerian banker informing him of a police order to freeze his accounts; the second from a Nigeiran journalist with an interestingly-timed tipoff about his arrest; and the third from a lawyer representing Il Capo Tutti Nigeriano himself.
“Pay $300,000 into this unknown, nondescript account, and my boss will make all your problems go away,” says the female voice on the phone.
Despite learning from two other startup founders in Nigeria that his experience in the Godfather’s hands is not unique, and despite the entire Nigerian legal and law enforcement apparatus being at the beck and call of said all-powerful man, our hero decides to fight his case in court – a Nigerian court no less. The fresh-faced, idealistic European kid thus goes up against the battle-hardened, cash-loaded, worldly wise Godfather in his own backyard – and he somehow pulls off a stunning victory! On July 23, 2018, the court rules in his favour and just like in any good story, there is emotional closure as the good guy wins and faith is restored in humanity.
As unlikely as it is gripping, it is a story that thousands of people around the world have read, watched and listened to Marek Zmyslowski tell over and over. From time to time, its contents are vigorously disputed by people with knowledge of the matter, but it has always been difficult to establish any coherent counter-story. This is mainly because the “Godfather” and his conniving CFO puppet have not come out swinging like Marek. In the court of public opinion, it is often the person who gets the most words in that wins by default. Right from February 2019 when Marek began telling this story, this has always been the case.
The Godfather and his Friends – Not Quite As Portrayed
When you think of the “Godfather” in Marek’s story, you would probably imagine someone who looks like the conceptual offspring of Amitabh Bachchan and Aliko Dangote – a stern faced industrialist and seasoned political operator whose eyes have watched many a horse head being placed at the foot of a rival’s bed over the decades.
Horse beheading aside, Maneesh Garg would appear to satisfy all these parameters. He is the seasoned industrialist you have probably never heard of, who has over 27 years of experience in various Nigerian sectors including chemicals, commodities, healthcare, supply chain management and integrated logistics. Since quitting a job with the World Bank in 1993 to join his family business in Nigeria, he has transformed Nagode Industries into Afriglobal Group, a multi-sector behemoth with an annual turnover in excess of N30 billion. There are possibly some things that he does not know about operating a business in Nigeria, but in all probability, they are not very many.
That however, is where all the similarities between the Godfather of Marek’s story and the real life Nigerian-Indian investor end. In reality as I discovered while digging into him, Maneesh Garg’s main skill as a businessman appears to be knowing what sectors to target, followed by silent, ruthless execution and a keen eye for further investment opportunities – as against whacking people. Also as he revealed in the TED Talk below, he has found himself inside a cell at Kirikiri Prison over a business debt – hardly the calling card of a super-connected Nigerian “godfather.”
You could describe him as an experienced entrepreneur or even a powerful investor. “Godfather” would appear to be pushing it a bit.
The CFO, for whom special words of contempt are reserved in Marek’s story, is Gulbet Kiros, an American citizen of Eritrean and Ethiopian descent. Kiros, who has lived and worked in Nigeria since 2014, is the Co-Founder and CEO of Faya Media Inc, a cloud-based advertising management platform for media buying and selling. Completing the list of the Godfather’s henchmen in the story is Edmund Olotu, founder of Techadvance, a startup offering Business Process Outsourcing, payment and data management solutions. Kiros and Olotu are also co-founders of Ferox Partners, a company that plays an important role in this story.
Olotu had previously responded to Marek’s story with a Medium post of his own, which was later taken down. Marek claims that Olotu removed the post because it contained libelous claims. Olotu insists that he did no such thing, and that it was in fact Marek who got Medium to remove the post by making a copyright claim on an image of his book cover which was included in the post. An archived version of the post is available here.
The full and unredacted cache of materials I got my hands on while researching this story are far too voluminous to fit on this page. They include bank statements, board meeting minutes, payment receipts, invoices, e-mail exchanges, corporate registration documents and legal notices. As a compromise I have included only relevant screenshots in this article. Every screenshot will be linked to a PDF version of the full document where it is taken from.
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When placed side-by-side with Marek’s claims, the documents often tell a different story altogether to the one that has gone around the world twice, but ultimately my opinion is immaterial. Marek has told his story. Now for the first time, we get to see the metaphorical receipts in great detail, as well as hear from Gulbet Kiros, the CFO and alleged henchman of “The Godfather” directly. Then it is up to the reader to draw any conclusions.
The Shareholder Agreement and the Polish Company
The fundamental origin of the conflict between Marek and his adversaries lies in the contents of a Shareholder Agreement (SHA) that brought Maneesh into Hotel Oga as a board member and shareholder. Under the terms of this SHA which can be viewed here, Maneesh uses his investment vehicle, Marathon Real Estate. Marek claims that this SHA is completely invalid and that he has never acknowledged or recognised it. He also claims that his agreement was with Maneesh personally. As such, he contends that the listing of Marathon Real Estate in the SHA is proof that it is invalid.
The validity of this SHA forms the basis for most of the argument put forward by the creditors turned investors. Based on this agreement they say, they documented their ownership share in Hotel Oga and all its intellectual property (IP) at home and abroad. Kiros insists that no other SHA exists and alleges that Marek is simply lying through his teeth. As can be seen above, this SHA appears to have Marek’s signature on it. Furthermore this May 2016 email exchange between Marek and Kiros clearly shows Marek agreeing to terms of investment from Ferox Partners.
Here are the publicly verifiable facts:
As confirmed by Marek, he was the CEO of both Hotel Online, a hotel indexing and booking online startup registered in Poland, and Hotel Oga, an identical company registered in Nigeria. Both companies used intellectual property and operating infrastructure owned by Hotel Online. Under the terms of the settlement agreement however, Maneesh and Kiros were recognised as investors and shareholders in both entities, and thus part owners who were entitled to a percentage of their total share value.
Marek however, claims that both entities were separate and the Hotel Oga investors had no claim on the assets of Hotel Online. In what will become a recurring feature in this story, the investors categorically insist that this is a flat out lie. I was able to get my hands on an email exchange and the minutes of a board meeting from 2016 that appear to show Marek not only acknowledging that the Nigerian shareholders expected value from both entities, but also agreeing to collapse both Nigerian and Polish business entities into one as instructed by the board.
The real smoking gun however, is when I get access to a cache of Hotel Oga’s internal files including a document showing Hotel Oga paying salaries for Hotel Online staff in Poland. At this point, Marek’s story of greedy African investors trying to steal the IP of a plucky Polish entrepreneur starts to look increasingly tenuous. Why would a separate Nigerian company that has no connection with the Polish company have the Polish company’s staff salaries on its books?
The only explanation that could possibly explain these disparities is that these documents are not genuine. If they are, then major holes have already started to appear in the Black Unicorn saga.
Marek’s other claim that purportedly invalidates those of Ferox and Marathon is that he registered Hotel Oga in February 2016. He has previously posted this document online as proof of this claim.
The documents I saw however, suggest something entirely different. Below is a CAC registration document from 2015 for Hospitality Technology Solutions (Hotel Oga’s trading name). This document it turns out, also has Marek’s signature on it. Once again, it is either the document is not genuine or Marek has significantly misstated the true state of affairs.
I sighted a Polish registration document for Hotel Online which shows that it was registered in 2015. Given that Marek claims to have registered both companies in 2016, both stories can definitely not be true at the same time. Also tellingly, there is a document showing that investment inflows from Maneesh into HTS started in 2015.
When I spoke to Kiros, he claimed that what really drove a wedge between Marek and Maneesh was Marek’s routing of company finances through Poland. The following documents show an odd arrangement where booking revenue from Expedia would not be paid into Hotel Oga’s account in Nigeria, but would be paid in Hotel Online’s account in Poland. From there it would be remitted through Marek’s personal account to Nigeria where it would then be logged as a loan on the company’s books.
Marek has previously shared screenshots of transactions that appear to show him transferring naira amounts cumulatively worth $165,000 to Hotel Oga. These documents appear to indicate that these funds were in fact never actually his, but were merely set up to pass through his account. And all of this is really just for starters as the story embarks on a winding journey down a rabbit hole of questionable financial management, poor corporate governance and ultimately the involvement of law enforcement.
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Expensive Habits and Missing Money
When looking at the background material for the story, it is clear that Marek projects the air of a self confident investor and a net contributor to Nigeria’s tech space and economy. He went as far as sharing the invoice online, as proof that he paid his own rental expenses and was not in fact an expensive burden to company finances as Olotu had claimed.
The problem with this is that one of the documents in the cache I accessed strongly suggests that something else entirely took place. The bank statement below from 2016 clearly shows Hotel Oga paying for Marek’s flat as well as making several unexplained cash payments to his personal account.
I reached out to the company’s erstwhile auditor, Toyin Fatunmbi to confirm the veracity of the documents in this story. He informed me that while for professional reasons he could not comment about the documents directly, he did however completely trust my source whom I named to him. I put the question to Kiros and his theory is that Marek must have requested an invoice from the company, ostensibly for his personal records, only to later put it out on the internet as proof of his non-freeloading ways.
It must be noted at this point that I have never actually met Marek Zmyslowski in person. Apart from a few whispered rumours from some of his former employees about his allegedly less-than-professional behaviour and my personal observation of his obvious desire to brand himself as a rockstar founder, I had never until recently had any cause to disbelieve anything he said or wrote about his time in Nigeria.
When I started looking through the incredibly detailed web of payment receipts, bank records, registration documents and email exchanges, this started to change significantly. The document below for example, tells a very familiar story about poor corporate governance, typified by the “Business Meeting and Entertainment” expenses over a 4-month period in 2016.
While Marek insists that he put his own funds into Hotel Oga and it was “the Godfather” whose greed and ambition forced him to exit, Kiros insists that he was in fact living parasitically off the company, all the while also commanding a relatively high salary, with his rent, car and living expenses paid for by the company.
The email exchange below typifies the level of support that Marek enjoyed from his investors at Hotel Oga. Stating that he did not have a U.S. account to receive funds in, Marek convinced one of them to send him a $10,000 personal loan through his fiancee’s U.S. account
With every new internal Hotel Oga document I looked though, a new picture emerged of Marek Zmyslowski. As against the clean-cut Polish heartthrob who fell in love with Nigeria to the point of adopting the name “Chinedu” only to become the victim of a ruthless gang-up, it starts to look like he may in fact be the one who led a gang-up of his own. The documents portray someone who could well be a perfectly capable entrepreneur when he feels like it, but who carries out a litany of questionable actions that raise several red flags.
My lengthy oral and written correspondence with Kiros yielded several anecdotes about his time working with Marek – many of them too colourful to go on record – but this quote from a written statement he sent to me stands out as a summary of his experience:
“Marek is a great sales guy and a silver-tongued storyteller. He has a great instinct for promotion and marketing. However, his weakness was apparent when it came to management, strategy, and execution. The latter requires attention to detail, discipline, and focus. Unfortunately, those shortcomings and his lack of self-awareness and an ingrained sense of entitlement would become his undoing. Worse, when you overpromise and under-deliver consistently, you lose credibility and expose your incompetence and/or inexperience. Especially when you are vain and insecure, you start doing irrational, and if not criminal, things, to preserve the illusion.”
It was this tendency toward the unethical he says, that brought Marek into open confrontation with him after he came in as Hotel Oga’s full time CFO early October 2016 in an attempt to stem leakages and institute proper financial controls like daily reporting of revenue directly to board level. One of the things he claims he discovered was evidence of under-remittance under the odd arrangement of sending revenue from Nigeria via Poland back to Nigeria via Marek’s personal account.
I took a look at the November 2016 Cash Management Report and I spotted a few things that would appear to corroborate Kiros’s claim. For example, if you look at the report and focus on October alone, you will see that Marek remitted or “lent” N3.7 million. The problem is that according to Hotel Online Bank Statements, the money sent that month was $13,000, which means that at the official rate of N315-$1, this figure should have been N4.09 million. At the then black market rate of N363-$1, the figure should have been N4.72 million. This means anything from N300,000 to N1,000,000 disappeared into a financial black hole somewhere between Marek’s account and the company’s account just for the month of October alone.
Marek has not offered any explanation for the discrepancy or even referenced his unusual cash warehousing arrangement with Hotel Oga.
Eventually, when tensions between both men came to a head, Marek tried to politely fire the CFO by suggesting that he should resign and focus on his duties as a board member. According to Kiros, he would have done exactly that, were it not for the fact that the safety of his own investment was tied to Maneesh, who in turn wanted him there to keep an eye on Marek.
Marek Goes Rogue
At this point in the timeline of Hotel Oga’s eventual demise, there was an email exchange between Gulbet Kiros and Maciej Prostak, Marek’s Polish cofounder. As can be seen in the attached conversation transcript this conversation did not go well at all. In January 2017, the relationship between Marek and Kiros deteriorated even further, principally because of what Kiros alleges, was Marek’s unilateral decision to borrow N22 million from a newly-launched micro credit startup called Lidya – and this is where the story gets really interesting.
According to this spreadsheet, Lidya was charging Hotel Oga annualised interest rates going from 55 percent to as much as 206 percent. Even worse, I then spotted an email exchange between Marek and Kiros on January 24, 2017 where Marek asked his CFO and board member to make a payment to Lidya without an invoice. This apparently was where Kiros had finally had enough and finally drew the line.
In his written account, Kiros says:
“I said no to paying without an invoice. I would also add that the investors couldn’t understand how he borrowed so much at absurd rates with board approval (per SHA rules) nor could they understand how Lydia extended credit without any documentation, not to mention take a 22MM risk on a start-up. Furthermore, his refusal to terminate the relationship, even when the investors offered the same credit terms, raised suspension and tensions about the arrangement. This seems to be justified given that Lidya co-founder, Ercin, personally transferred 5K USD as seed money, right after Kiros paid the first invoice submitted by Lydia.”
Marek’s response was as swift as it was sudden. On February 3, 2017, he unceremoniously fired Kiros as Hotel Oga CFO – a decision that predictably did not go down well at board level. A CEO firing a board member from a position within the company is an exceptional occurrence to say the least.
The timeline below showing the period between the Lidya loan facility and Lidya’s successful funding round fits well with Kiros’s theory.
More importantly, shortly after Kiros’s ouster, Marek then secretly concluded plans to sell Hotel Oga to Savannah Sunrise, a Kenyan competitor. Neither Kiros nor Maneesh were informed about this and in fact it was whistleblowers within the company who reached out to the board with written evidence of the deal from Marek’s Slack conversation with Maciej.
After finding out that Marek was planning to sell the company behind his investors’ backs, this email exchange involving Marek, Maneesh, Edmund and Kiros then ensued. The outcome as acknowledged by Marek below was a new shareholding structure which gave Maneesh a further $40,000 worth of Hotel Oga shares in exchange for buying out $40,000 of Kiros’s shares. Documents informing Savannah about the settlement were also dispatched. This was done with the understanding that the Savannah deal would still go ahead, in which case Maneesh’s investment in Hotel Oga would be fully documented and he would get full payment from Savannah for his investment.
Unknown to them, while still finalising this settlement agreement, Marek had begun secretly negotiating a sale with a South African company called Nightsbridge. As seen in the email below, on April 28, 2017, Kiros received information from a third party stating that the Savannah deal was off, Marek had sold the company to Nightsbridge, and he had not returned to Nigeria from Poland after travelling for the Easter holiday.
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In his statement, Kiros describes what happened:
“While Marek & Co. were rushing to sell Hotel Oga, they were also purposely delaying signing the settlement agreement, effectively robbing us of our investment. If it were not for the notice I received with proof of the invoice from concerned staff on April 28, 2017, he would have stripped the company of all the assets and left us at the mercy of the courts in Poland, since by then he had sold all the company assets and traveled to Poland. This is when the lawyers rushed to file an injunction on all the accounts and sought to serve Marek the court order and petition. Despite his tale of not running away, he wasn’t found at the apartment, which the company had paid for him, he didn’t answer any of our calls either. Around this time, we found out that he had sold the company car and other assets, which led us to believe he fled the country. Owing to the actions highlighted above, we had to file a police petition to hold Marek accountable for such a blatant attempt to defraud his creditors and investors. Since he was not in Nigeria, the recourse available to us was to notify Interpol about the case we had filed. The Interpol petition (here) was filed in August of 2016.”
While Marek says that he “won his case in Nigeria,” no such thing in fact ever happened. His case remains open and unresolved. The case he refers to is a separate procedural case challenging the process that was used by the police to freeze his Nigerian bank accounts. While he did indeed win that case against the Nigeria Police Force, his case with Marathon Real Estate and Ferox Associates & Partners in fact remains very much open – a fact he has never publicly disclosed.
Worse still, as the email exchange below shows, many months after the Interpol notice was issued, Marek continued communicating with both investors, promising an amicable resolution of the issue, and that Maneesh would get full value for his share in Hotel Oga and Hotel Online. He even expressly acknowledged Maneesh’s shareholding in both entities in this exchange.
After 4 months of negotiating a $293,000 settlement which included the value of the investment made into Hotel Oga and Hotel Online, loans given to him, legal fees and interest, Marek changed his tune. On February 19, 2018, the same day he published this viral Medium post which kick started his publicity campaign, Marek sent an email to Maneesh stating that he would no longer negotiate a settlement and his lawyer would handle matters going forward. Said lawyer then proceeded to inform Maneesh on February 22 that Marek owed no debt and the investors should sign a document waiving their claim.
Even more incredibly, while this was playing out, Marek then sent a proxy party to intercede on his behalf in Nigeria, begging Maneesh to drop the case and let Marek off the hook for the sake of Nigerian-Polish relations. The message below from the emissary even included a confidentiality agreement which the investors were apparently supposed to sign and thus gag themselves while Marek was going to town globally with his story of Nigerian ‘godfathers’ versus a plucky Polish upstart.
“The fact that after he publicly demonized and defamed us, he had the galls to send us a confidentiality agreement was stunning. Unfortunately, for him, I declined to participate in the fourth round of settlement talks and severed the PoA given to Maneesh to purse my own recourse and justice.”Gulbet kiros
The Great Showman
Marek Zmyslowski has achieved great individual success by leveraging the brand he has built, which largely stems from his thrilling story of frontier capitalism in the Wild Western corner of the Dark Continent. His story has got him a book deal and several speaking engagements, plus the perceived credibility that has netted him several lucrative board and advisory positions on Africa-focused investment vehicles.
The problem with the edifice he has built is that it is seemingly built almost entirely on omission, mischaracterisation, and exaggeration. The documents and testimony explored in this article are just a small fraction of the weight of evidence pointing unmistakably in this direction.
What he is more than anything else, is a storyteller. He specialises in crafting readable, watchable, believable and engaging narratives.
The fact that he almost got sued by Jovago after a bitter departure? It’s the French guy’s fault. Allegedly running afoul of Polish mobsters while doing business back home? Poor, oppressed, serially targeted little Marek. It’s not his fault that everybody wants a piece of him.
Showed off his Nigerian fiancee and declared her to a TEDx audience as the “love of his life” while allegedly on the run from a legal case in Nigeria, after which the relationship ended? No matter, he just moved on and got himself another African girlfriend.
“Built the Amazon of Africa?” Not even close to true. He was never on Jumia’s management team and he was never a Jumia Co-Founder. He was actually the MD of a tiny Jumia division called Jovago which he left acrimoniously five months before it was collapsed into the Jumia brand. But that doesn’t matter, because it’s Marek. He’ll put it on his LinkedIn profile anyway
He sees a story about the tragic murder of Gokada founder Fahim Saleh? Before the corpse is even cold, he exploits the opportunity to use Saleh’s death as a *nudge wink* in the direction of alleged shady Nigerian investors. Only of course it turned out somewhat ironically that Fahim was actually murdered by someone who worked for him.
Keeps on claiming that he “won” his legal case in Nigeria? He did no such thing. He won an ancillary case against the famously efficient and process-driven Nigeria Police Force about procedural issues surrounding the freezing of his accounts. His substantive legal case in fact remains unresolved. He will of course never set foot in Nigeria to demonstrate that he has no outstanding legal issues here. Conveniently, this refusal will be “the godfather’s” fault.
Shopping his fictional account of events to Nigerian tech influencers so as to saturate the ecosystem with his story? That is Marek all over. He even pitched it to Edmund Olotu – the very same Edmund Olotu of Ferox Partners whom he allegedly stole from.
Knowingly uses storytelling to sway public opinion and simultaneously sidestep and disrespect the Nigerian legal system? Again Marek all over.
Constantly talks himself up as a “bestselling author?” The book in question actually ranks at number 1,208,435 overall in the Amazon Kindle Store sales and does not make it into the top 100 by sales in any book category except “Amazon Brazil Travel Guides,” which tells a story on its own.
Somehow, using a mixture of the real privilege his white skin bestows on him in Africa, his storytelling abilities and sheer, razor sharp audacity, Marek Zmyslowski has managed to dazzle his way through a 7-year African tech career, failing his way up into board and advisory positions at some of the continent’s most important tech and investment organisations. Anyone who is familiar with the story of the American missionary Renee Bach who showed up in Uganda and killed 105 people by pretending to be a doctor, will immediately notice the alarming similarities between both stories.
It is a depressingly familiar story – the white saviour from Ohio or Koszalin who waltzes into Africa to cosplay a Mathew McConaughey movie role, then successfully bullshits their way through the system and becomes genuinely powerful and dangerous – simply because nobody thought to check if anything they said is actually true. That is how this guy:
Has conned the world into seeing him as this guy:
Unfortunately, there is absolutely nothing there. Nothing that is, except a good story.
Gulbet Kiros sums up his damning opinion of Marek Zmyslowski in these words:
Overall, Marek is an opportunist and a delusional grifter with a penchant for publicity and self-promotion. When I see his public declarations, I genuinely question if his sense of reality is that far detached from the one the rest of us experience.hotel oga investor and advisor, gulbet kiros
NOTE: This reporter reached out to Marek Zmyslowski for a statement, and we will publish an update to the story when he responds.
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