Here is the latest situation that I have in relation to an email that I sent to HBS, answers high-lighted in yellow ...
As an investor in the above, HBS are obviously aware of the sad passing of Bradley Marr, who was President of TDFC. We were promised further updates as to what is likely to happen next with the FLCC project, but these have not been forthcoming and all other lines of communication appear to be cut off, including the online investors relation form where it states that a reply will be forthcoming in one working day. I and many others have used this form and no replies have been received.
We are aware that TFDC is currently advising its purchasers that it is unable to respond to emails and that an update will be forthcoming shortly. Whilst we sympathise with your frustrations, at the moment AVCS is in a similar position to the LLC Members, in that they are awaiting a further update from TFDC in regards to their future intentions.
I hear that TDFC the development company has apparently gone into liquidation and that, HBS are still collecting the annual fee for and on behalf of AV Corporate Services Ltd for the Services Agreement. As an investor, perhaps you can answer the following ...
why I am still being asked to pay the annual fee?
what kind of return am I likely to see on my investment, if any?
As far as we understand TFDC is still an active entity in that it has not officially entered in to Administration or liquidation and we like yourself are awaiting news on this matter. Until such time as clarification is received it would be wrong for the Manager to hypothecate on what the future holds and how the original investment would be affected.
That said, the LLC of which you are a Member holds title to a plot of land and, in the event of Terra Firma Development Corporation (TFDC) failing to deliver on the project, the LLC’s right to the land it holds is not affected. The LLC also has the additional asset of the Loan.
However, the major issues that could adversely affect the land title are the LLCs not being in good standing (including the taxes and fees related thereto) and/or the annual land taxes not being paid.
In respect of the Annual fees, these are used to pay the relevant disbursements, taxes and fees for maintaining the LLC´s in good standing, duties for which are carried out diligently, paying all corresponding fees and taxes on behalf of the LLC Members and this is on public records. That said, should these disbursements, taxes and fees not be paid this will lead to the LLC falling into a situation of default and a potential scenario of repossession of the land by the Authorities/Government Agencies.
To date there have been sufficient Members paying to cover the fixed disbursements such as agent fees, taxes, legal and other sundry costs, as well as indeed the Manager own time in dealing with the Members of 32 LLC’s. Hypothetically a situation could arise where the Manager may not have sufficient funds to cover the cost of running the LLC’s, in which case the Manager would find itself in a position where it may have to consider if it should continue or not as Manager.
In a hypothetical case of there being insufficient funds, this could also lead the LLC to potentially being struck-off in the State of Delaware (non-payment of State Taxes/Agent Fees) or having the land it holds repossessed in Canada by the Municipality of West Hants, or the State.
As a Land Unit Investor, AVCS the Manager of my Delaware Limited Liability Company (LLC), of which I am a Member, was advised of the passing of Bradley Marr back in November of last year, and I would of thought that, AVCS must have further information that they can put out to investors.
In regards to the passing of Mr. Bradley Marr please note that HBS was notified at the same time as the Manager and the LLC Member. Again until we receive further clarifications from TFDC on the current situation, we are unable to make any detailed comment on the implications of Mr. Marr’s passing.