In administration, but what's the story with Zoombits?
Last week the alarm bells rang when Zoombits and Memorybits - two Jersey-based online stores held a massive sale then disappeared; customers reported orders weren't being delivered and staff couldn't be contacted, while the online e-commerce systems were suspended indefinitely.
Sadly, it seems what everyone suspected was happening, was happening. Bitterwallet published the story on Thursday, and on Saturday the Jersey Evening Post carried notice that Zoombits Ltd and Corebits Services Ltd have been placed in administration and that their business assets will be liquidated.
Zoombits Ltd operated both Zoombits and Memorybits (according to the Memorybits website) - company records available from the Jersey Registry state that in January 2010, Zoombits Ltd was owned by Corebits Holdings Ltd, of which Jonathan Ruff was one of two shareholders.
Corebits Services Ltd was a company that apparently had no connection to Zoombits, but according to Jersey Registry was owned by a maze of other companies - Basel One Ltd and Basel Two Ltd (which own half of each other) and Basel International Ltd (which part-owns Basel One Ltd, which in turn part-owns Basel International Ltd) - and all ultimately owned by Basel Holdings Ltd, a group of individuals and businesses.
The PR company that represents Jonathan Ruff (and specialises in crisis management) confirmed to Bitterwallet that Zoombits and Memorybits were sold in February. The Jersey Evening Post states that Brian Welsh is a current director of both Zoombits Ltd and Corebits Services Ltd, and in a comment verified by his PR representative, Jonathan Ruff stated on Bitterwallet that he sold Zoombits Ltd to Brian Welsh on 1 February 2010:
"I WOULD LIKE TO SET THE RECORD STRAIGHT THAT JONATHAN RUFF OR HENRIETTA RUFF SOLD THE MENTIONED COMPANIES ON THE 1ST FEB 2010 AND SINCE THIS DATE HAVE HAD NO PART IN THE COMPANY OR HOLD ANY SHAREHOLDING."
There are, however, a couple of points that remain unclear:
1. We asked Ruff's PR company whether both Zoombits Ltd and Corebits Services Ltd were sold to Brian Welsh on 1 February. We were told:
"Corebits is/was the holding company for Memorybits and was sold to Brian at the same time."
Yet Corebits Services Ltd filed a Special Resolution on 25 February 2010, which was signed by Jonathan Ruff stating he was a director of the company on that date:
If Ruff sold the company on 1 February and had nothing more to do with it, why is he still a director four weeks later?
2. There is no official paperwork available to reflect the changes in ownership and shareholding at either company. So we called Jersey Registry about their filing system, and were told that paperwork must be filed if there is a "beneficial ownership change" to a company. According to a member of staff, selling a company outright and no longer having any shareholding in it would be considered such a change.
Could it take several months to upload paperwork to the registry's website? Is there a backlog? No, not according to staff at the registry - all documents are scanned and added "usually within two working days" of being received. Bitterwallet was told that it wasn't possible that paperwork from February could still be unprocessed.
We put both of these points to the PR agency yesterday, and are still waiting for a response.
UPDATE - the PR agency has now responded with the following information:
1) 100% of the shares of Corebits Holdings (which included the Zoombits and Memorybits businesses) and Corebits Services were sold to Brian Welsh
2) The sale deals took a while to complete and the formal transfers were finally concluded towards the end of February. This is why Jonathan remained a director for most of the month. He resigned all the relevant directorships immediately upon the sale. (Apologies for suggesting that this happened on 1st Feb - a mistake)
3) All the required beneficial change of ownership letters were filed (in a timely manner) with the JFSC and I have attached their letters of acknowledgement.
4) The JFSC does not make this correspondence or any of the sale documentation available online, which for the casual viewer, may give the impression that nothing has changed until the next annual return is filed.