Reinventing Senior Living the Art of Living With Purpose Passion and Joy Laurence J Pino
ENT> Part Ii 2 partii.htm
United states of america
SECURITIES AND Substitution Committee
WASHINGTON, D.C. 20549
FORM 1-K
ANNUAL Study
Annual Study PURSUANT TO REGULATION A OF THE SECURITIES Deed OF 1933
For the fiscal twelvemonth ended December 31, 2019
TUSCAN GARDENS SENIOR LIVING COMMUNITIES, INC.
| Florida | 6500 | 38-4088423 |
| (State or Other Jurisdiction of Incorporation) | (Primary Standard Classification Code) | (IRS Employer Identification No.) |
Larry Pino
Master Executive Officer
189 South. Orange Ave, Suite 1650
Orlando, FL 32801
Telephone: 407-206-6577
(Accost, including nix lawmaking, and telephone number,
including area code, of registrant's principal executive offices)
Please send copies of all correspondence to:
Pino Nicholson PLLC
189 South. Orange Ave, Suite 1650
Orlando, FL 32801
Phone: 407-206-6577
Email: ljp@PinoNicholsonLaw.com
(Proper name, address, including nothing code, and telephone number,
including surface area code, of agent for service)
TUSCAN GARDENS SENIOR LIVING COMMUNITIES, INC.
FOR THE Year ENDED DECEMBER 31, 2019 AND
Catamenia FROM JULY 20, 2018 (INCEPTION) TO Dec 31, 2018 TABLE OF CONTENTS
| Folio | ||
| Item 1. | Business | 1 |
| Particular 2. | Management'due south Give-and-take and Analysis of Financial Condition and Results of Operations | 6 |
| Item three. | Directors and Officers | 6 |
| Item 4. | Security Ownership of Management and Sure Securityholders | 8 |
| Particular 5. | Interest of Management and Others in Certain Transactions | eight |
| Detail half-dozen. | Other Information | thirteen |
| Item 7. | Financial Statements | 14 |
| Detail 8. | Exhibits | fifteen |
| Signatures | 16 | |
Office Ii.
Frontward-Looking Statements
The post-obit information contains certain forwards-looking statements. Forward-looking statements are statements that estimate the happening of futurity events and are not based on historical fact. Forrad-looking statements may exist identified by the apply of forward-looking terminology, such as "may," "could," "expect," "approximate," "anticipate," "plan," "predict," "probable," "possible," "should," "continue," or similar terms, variations of those terms or the negative of those terms. The forward-looking statements specified in the following information accept been compiled by our management on the basis of assumptions made by management and considered by management to be reasonable. Our time to come operating results, however, are impossible to predict and no representation, guaranty, or warranty is to be inferred from those forwards- looking statements.
ITEM 1. Business concern
Overview
The Company has made an initial offering that was qualified by the Securities and Commutation Commission on November 25, 2019 (the "Offer") whereunder the Company seeks to raise majuscule $50,000,000 on a "best efforts" basis using its Class A non-voting preferred shares.
The Visitor was organized to invest in wholly-owned subsidiaries that develop ("Development Projects"), acquire ("Acquisition Projects"), or convert other existent estate properties including hotels ("Conversion Projects") into senior living rental communities ranging from $15,000,000 to $100,000,000 per community, consisting of contained living, assisted living and/or memory care for approximately fifty (fifty) to two-hundred and fifty (250) residents ("Visitor Properties"). The Company's chief focus for purposes of Development Projects will be on southeastern markets, and for purposes of Acquisition Projects and Conversion Projects will be on national markets, that it considers to take favorable adventure-return characteristics. The Visitor, operating through wholly-endemic special purpose entities ("SPE") as real estate owner-operators, intends to create, operate and hold a portfolio of Visitor Properties on a long-term basis, approximating seven years, and ultimately dispose of them to generate revenue for the Company. The Visitor is not a registered broker-dealer, an investment adviser, or a funding platform.
In order to accomplish this objective, the Company regularly reviews opportunities for the acquisition or development of Visitor Properties.
Project Evaluation Criteria
The Company'due south development focus on southeastern domestic markets, and acquisition and conversion focus on national markets, where demographics and competitive supply, offering the potential to achieve bonny returns. The Company intends to identify opportunities that financially benefit from the favorable demographic shift associated with the "aging of America".
The Company'due south diligence includes an evaluation of a potential project's desirability based on: (1) overall market depth for senior living communities based on the age, need, and income qualified population in the property's chief market area, (2) current and future marketplace penetration based on electric current and forecast supply relative to the market depth, (3) household income and average home auction prices every bit these are the master sources from which residents of Company Backdrop fund their living expenses, (4) five twelvemonth forecast growth rate for senior population, and (5) the market position of the potential projection relative to competitor price and quality. Once a project passes the Visitor'due south preliminary due diligence, financial risks and returns are modeled to determine if the project is able to come across its fiscal projections and attain Company render targets. This includes stress testing and sensitivity analyses on projected greenbacks flows using fiscal models to gauge the projection's financial strength, rate sensitivity, occupancy and lease-up sensitivity, and exit capitalization rate sensitivity.
Other project evaluation criteria include the post-obit:
| · | Geography: Urban and suburban neighborhood throughout i) the southeastern United States for purposes of development, and two) the United States for purposes of acquisition and conversion. |
| · | Investment target size (per project): Senior living rental communities ranging from $fifteen,000,000 to $100,000,000 per community, consisting of independent living, assisted living and/or memory care for approximately fifty (50) to two-hundred and 50 (250) residents. |
| · | Maturity: Maturity is flexible and may range between three and vii years, at which bespeak the ownership interest is intended to be liquidated (disinterestedness) or the chief is expected to be repaid in full (debt). In some cases, equity products may include contractual mechanisms in order to facilitate an earlier exit for Investors. |
| · | Returns: The Company will seek to pursue Development Projects, Acquisition Projects, and Conversion Projects that have the potential to provide ongoing income to Investors in the Preferred Shares, paid or accrued monthly based on an 8.0% cumulative, non-compounded annual return on $1,000.00 par value ("Preferred Dividend"), plus potential capital letter appreciation through additional dividends ("Special Dividends") based on l (50%) percent participation in the net gain generated by the Company from the Holdco disposition of Company Properties. All the same, as the Offering is a blind pool and the Company has no runway tape, there can be no guarantee that such returns can or will be achieved. |
In order to accomplish targeted returns, the Company typically seeks to develop to a stabilized unleveraged yield of 250 basis points greater than underwritten exit capitalization rates, acquire properties with an underwritten stabilized net operating income at predictable disposition of 200 ground points greater than underwritten go out capitalization rates, and convert other real estate backdrop including hotels with an underwritten stabilized net operating income at predictable disposition of 225 basis points greater than underwritten exit capitalization rates.
Expansion of Company Focus to include the Mid-Market in Addition to the Class A Luxury Segment
The Company intends to build upon Management'southward feel developing, acquiring, and operating Sponsor Affiliate luxury Grade A senior living communities, by standing to focus on the development of luxury, Form A senior living communities in southeastern markets, as well as expanding on a national ground into the underserved mid-market segment that offers greater affordability in response to an emerging social crisis for aging Americans unable to afford $5,000 or more for senior living communities.
This growing, underserved mid-market segment known as "the missing middle" represents a demographic segment that can neither afford Class A luxury senior living communities, nor is eligible for authorities income-based subsidies that are available to residents of low-income senior living communities. By pursuing price-effective acquisitions, and conversions of other existent manor properties including hotels for adaptive reuse into senior living rental communities to serve this market segment on a national basis, Management believes information technology can provide a compelling, differentiated offer to residents that i) satisfies their need for prophylactic and care, two) provides a positive resident experience at more than affordable levels than the evolution or conquering of purpose-built senior living communities, and 3) achieves operating margins that are consistent with Sponsor Affiliate properties through reduced marketing costs due to shorter lease-up periods driven by favorable need elasticity at lower monthly rates.
Leverage of Strategic Relationships
The Sponsor, Nugget Manager and Advisor accept forged numerous strategic relationships with marketplace leaders in the senior living arena that will be engaged by the Company as appropriate on a customs specific basis. This group of highly-qualified, key strategic vendors includes merely is not limited to, the post-obit:
| (i) | Bessolo Design Grouping. Bessolo Pattern Grouping is the Architect for Tuscan Gardens of Venetia Bay. Its services included architectural design of the retentivity care and assisted living facilities, as well as the design of the fountains, landscape and irrigation, the low voltage system, Security, Cable Television, Computer Audiovisual system, as well equally mechanical, plumbing and structural engineering. |
| (ii) | Baker Barrios Architects. Baker Barrios Architects is among the most innovative commercial architecture and pattern firms in the Southeast. The company has been in business organisation over 2 decades and has offices in downtown Orlando. The visitor provides compages, interior design, planning, landscape compages, brand strategy and communications, and structural engineering. The company is currently providing services with respect to Tuscan Gardens of Palm Coast. |
| (3) | 5G Studio Collaborative. 5G Studio Collaborative is the architecture house for Tuscan Gardens of Delray Beach. The company was founded in 2005 to aggrandize the parameters of blueprint beyond traditional architectural practice. With projects in over 10 different countries, the company provides an assortment of design services. |
| (iv) | Mosaic Design Studio. Mosaic Design Studio specializes in design projects related to senior living and independent intendance communities. Mosaic developed its own line of article of furniture especially for these types of facilities and designs interiors to accommodate the needs of the residents and to positively influence all who use the space. Mosaic designed the furniture plans and decorative lighting plans for the Tuscan Gardens of Venetia Bay Welcome Center and the Function. |
| (v) | Core Structure Services. Cadre Structure Services provides the loftier-quality services of a nationwide leader while using a local workforce to create customized buildings. The company constructed Crane's View Lodge and is the contractor for Tuscan Gardens of Venetia Bay, Tuscan Gardens of Palm Coast, and Tuscan Gardens of Forest Acres. |
| (vi) | SageAge Strategies. SageAge Strategies is a senior living marketing and business consulting firm. Having been in business for 30 years, it has produced results for more than than 400 retirement communities and senior service providers. As a result, SageAge has received numerous national and international honors for excellence and achievement from a variety of organizations. Its services include consulting, market inquiry, creative, technology, online marketing, and media and directly marketing. SageAge is currently providing strategic branding, marketing, public relations, online marketing and sales management support services for affiliates of the Company. |
| (seven) | Oracle Healthcare Belongings Advisers. Oracle Healthcare Property Advisors provides objective and reliable appraisals and market studies to the seniors housing and healthcare real estate manufacture. Its market feasibility services are used past the Company for marketplace pick, competitive analysis, rate/pricing determination, and appraisals. |
Functioning of Visitor Properties
The Company's Management volition rely on the Advisor'southward recommendations for the acquisition and purchase of Company Properties. The Asset Manager will oversee the day to day operation of communities past the Customs Director to ensure underwritten operational quality and financial results are achieved.
In order to clinch the successful operation of Company Properties, the Asset Manager, in its capacity as asset director for the Company, typically focuses on the following areas on an ongoing basis post-obit licensure of Development Projects, Acquisition Projects, or Caused Projects:
| ane. | Immediately place issues and prioritize areas to meliorate overall performance of the properties |
| ii. | Deploy iii-pronged transformation programme (staff evaluation, resident experience, marketing effectiveness) through full-time Regional Director(s) of Operations working with the Customs Manager |
| 3. | Ongoing data-driven performance comeback though Primal Operation Indicator ("KPI") direction systems to ensure effectiveness of staff, resident satisfaction, and marketing performance. |
Specific Improvement Initiatives include:
Staffing Reorganization
| i. | Evaluate Current Staff and Facility Needs |
| a. | Evaluate electric current levels of staffing and broaden, reduce, replace as necessary |
| b. | Execution bolstered by a dedicated, total-fourth dimension Regional Managing director of Operations reporting to Asset Director |
| 2. | Update Staff Processes and Protocols |
| a. | Regular on-site meetings to align and update staff on the needs of the facility |
| b. | Monthly review of menus, proposed activities, community clan suggestions, and audit of Roundtable Resident Synopsis |
| c. | Quarterly employee review process |
| d. | Daily Intendance Incident Reporting Reviews |
| east. | Weekly engagement with TG corporate office including consistent TG management presence ,daily review of Flash Reports and weekly on-site sales and marketing reviews |
| 3. | Organizational Development |
| a. | Annual market place compensation review and annual calibration |
| b. | New acquaintance orientation programming |
| c. | Quarterly associate grooming programs |
| d. | Operation agreements and evaluations |
| e. | Re-training all senior leadership on clinical acuity cess, empathy training, and hospitality protocols to ensure an optimum balance of care delivery and resident feel |
| 4. | Differentiate through Resident Experience |
| a. | Research-Based Memory Intendance |
| b. | Implement research-based proprietary memory care programming and add a defended MC Director and MC Program Director |
| c. | Ongoing Review of Level of Care |
| d. | Ongoing conversations (vs. periodic evaluations) with residents and their developed children as well equally assessments to identify changes in level of intendance and properly charge for services to eliminate revenue leakage and management gamble |
| e. | Improve medication regimens, reduce falls, evaluate acuity levels, and reduce recidivism rate to hospitals and rehabilitation facilities |
| f. | Ameliorate programming and dietary offerings |
| m. | Implement resident satisfaction (and developed children decision makers) assessments to generate leading-indicators in areas that need management attention |
| h. | Increase care service offerings to include hospice and respite |
| i. | Comprise exceptional programming such as monthly food-based experiences and field trips to dinner, theaters or other venues, all solar day dining, lifelong learning opportunities, yoga, performing arts etc. (constantly evolving based on each community residents' preferences) |
| j. | Leverage local community for monthly events such as fine arts exhibit, recitals, piano recitals, car shows |
| k. | Highlight resident stories for customs engagement and involvement |
| fifty. | Incorporate monthly community town hall meetings with local residents, referral network, and key stakeholders (i.e. medical community and caregivers) to raise market presence and receive feedback on opportunities for improvement |
| five. | 1-time Capex – typically $200,000 per acquired holding will exist required to rejuvenate the assets. A more detailed assessment will be made by Mosaic Ltd., a recognized FF&E and interior design leader in the senior living space |
| a. | Branded Effect Marketing |
| b. | Incorporate ambitious branded event marketing |
| c. | Monthly events directed to customs referral sources (i.e. medical community and caregivers) |
| d. | Monthly events directed to local residents, prospects, Power of Chaser (POA) and family members |
| east. | Associate and Resident Referral Program |
| f. | Implement associate and resident referral program |
| g. | Monthly associate and resident community referral award consequence |
| h. | $1,000 cash referral bonus (doubles as a resident activity of involvement) |
| i. | Boosted focus on increasing and expanding acquirement from the resident and associate population |
| ii. | Accelerate collection of accounts and implement auto-pay with all past-due residents |
| iv. | Review pricing strategy based on marketplace need/occupancy for each suite type (e.grand. i BDR vs. 2 BDR) |
| five. | Address "Friendship Suite" rate strategy (combining residents into semi-private rooms) immediately to shift these securely discounted rates (upwardly to 48% off published rates) to 20% premiums |
| i. | As the Company continues to scale its platform, it will benefit from synergies from direction systems, Regional Director(s) of Operations and outside vendors |
| 1. | Use of regional vendors to heighten resident experience (east.chiliad. farm to table) and referrals |
| 2. | Staff cross training, interim coverage (holidays, turnover) and all-time practice pollination |
| three. | Retention though a culture of family feel vs. institutional employment |
| i. | Additional clinical, CRM, and accounting systems assessment will be provided as part of the detailed due diligence plan to be prepared with Sage Historic period, and the Asset Manager prior to endmost |
Financial Performance of Company Backdrop
The Company targets developments and acquisitions that generate a leveraged internal charge per unit of render ("IRR") of 20% or more than based on underwritten occupancy of 93%, annual rate growth (3%), and operating margins (35-36%). Based on market place demand and competitiveness of each Company Property, the Visitor incentives its regional customs managing director to outperform confronting underwriting and is bonused on the achievement of stretch goals typically set at 95%+ occupancy, and 4-6% annual rate growth, and target operating margins of 40%.
Take a chance Analysis
Prior to proceeding to acquire or develop a potential property, the Company reviews the following potential risks:
| one. | Contingencies: Environmental, Zoning, Title, and Survey contingencies. Full review financial of operation through hire rolls etc. |
| ii. | Property Condition Study: A PCR is typically ordered as part of due diligence. |
| 3. | FF&East Improvements: appraise and recommend improvements to the FF&Eastward. |
| four. | Financing: A financing contingency for each transaction is typically provided. |
| v. | Appraisement: Typically required past lender, provides boosted comfort to underwriting. |
| half dozen. | Supply Risk – based on increasing state prices and entitlement challenges in the PMA and vicinity, the risk of a new entrant coming in at a market basis and seeking development returns would outcome in rates well in backlog of those currently forecast for the adjacent five years. |
| vii. | Occupancy Risks: Average length of stay, departures per month due to natural causes. |
| 8. | Rental Rate Take chances: Market occupancy and rates may result in brusk-term pricing premiums or challenges at any given time. |
| nine. | Involvement Rate Hazard: If in that location is a significant rise in LIBOR rates the returns could be lower than projected. |
| x. | Execution Chance: projection specific concerns, if any. |
Ongoing Operations
Based on the foregoing, the Company intends to operate Company Backdrop through a Customs Manager in a fashion which is consistent with Sponsor and Sponsor Affilates' operation of Tuscan Gardens at Venetia Bay. Details of this project are available on the Municipal Securities Rulemaking Board ("MSRB") Electronic Municipal Market place Access ("EMMA") Website https://emma.msrb.org/IssueView/Details/EA357818
Nevertheless this objective, the prior functioning of the Sponsor, Sponsor Affiliates, and their respective affiliated entities may non predict the future performance of the Visitor and its affiliated entities or the render on an investment in the Preferred Shares. Therefore, there is no balls that the Company will achieve its investment objectives or that the Preferred Dividend and/or cash distributions volition be paid to the holders of Preferred Shares.
Item 2. MANAGEMENT'S DISCUSSION AND Assay OF Fiscal CONDITION AND RESULTS OF OPERATIONS
As the Company has not yet commenced operations, it has no employees that receive compensation, and has no Results from Operations for which it can provide Direction Word and Analysis or Trend Information.
As the Company has insufficient liquidity and capital reserves to commence operations, it will rely entirely on the proceeds from the Offering for the liquidity and capital letter reserves necessary to commence operations.
ITEM 3. DIRECTORS AND OFFICERS
The following table sets forth information about our executive officers and directors.
DIRECTORS, EXECUTIVE OFFICERS AND Pregnant EMPLOYEES
Below the Company provides information regarding the executive officers and significant employees of the Company. The Company does not have any other employees at this time every bit information technology relies on Company Affiliates to provide Asset Direction under the Asset Management Agreement, Advisory Services under the Advisory Agreement, and other Company Affiliates to provide all authoritative and other services to the Visitor at fair market value.
| (a) | Directors, Executive Officers and Significant Employees of the Visitor |
| Proper noun | Historic period | Title | Term of FunctionNotation ane | Approximate Hours Per Week | |||
| Larry Pino, Esq. | 68 | Director, President and Master Executive Officeholder | July 2018 | 20 | |||
| William N. Johnston | 58 | Director, Secretary Treasurer, Chief Investment Officer and Chief Fiscal Officer | July 2018 | 20 | |||
| Christopher P. Young | 60 | Managing director, Principal Evolution Officeholder | July 2018 | 20 | |||
| Charles C. Smith | 72 | Director, Manager of Special Projects | July 2018 | 20 | |||
| Sean D. Casterline | 50 | Corporate Equity Officer and Director | July 2018 | 10 |
Note 1 – The Company expects each Executive Officer to continue in the aforementioned capacity equally their predecessor Company Affiliate roles outlined beneath, not all Visitor Executive Officers will be focused on all aspects of the Visitor'due south business initiatives, but will rather focus on specific business initiatives in accordance with their area(s) of expertise.
Prior service with a Tuscan Gardens Direction Corporation, a Company Affiliate:
| Name | Age | Title | Term of Office | ||||
| Larry Pino, Esq. | 68 | Chief Executive Officer | January 2012 | ||||
| William Northward. Johnston | 58 | Chief Investment Officer and Primary Fiscal Officer | January 2015 | ||||
| Christopher P. Immature | 60 | Chief Development Officer | January 2015 | ||||
| Charles C. Smith | 72 | Managing director of Special Projects | November 2012 | ||||
| Sean D. Casterline | 50 | Corporate Equity Officer | November 2012 |
| (b) | Family relationships. |
None
The Company's Management, each of which reside in Orlando, Florida, has feel in the finance, development and acquisition of senior living projects, commercial mixed use projects, shopping centers, office buildings, and single and multi-family residential properties. Management has also been involved in the formation, development, and growth of companies in the healthcare, finance, and insurance industries. The following are Management's biographies:
Larry Pine, Esquire, Chairman and CEO. Mr. Pino is responsible for establishing the overall strategic of the Visitor and ensuring that the Visitor achieves its financial and operational goals and objectives. Prior to founding the company, Mr. Pine was the Founder and CEO of a private equity development and direction company focused on starting, developing and growing business concern enterprises. He has served as Chairman or Board Member for many of those investments. Past groundwork, Mr. Pino is a commercial litigation attorney specializing in business and investment law. He graduated with a Bachelor'south Degree from the University of Notre Dame and a J.D. degree from New York University Law School. He has received Certificates of Report from the University of Madrid, Fifty'Alliance Francaise in Paris, and the Centro Linquistico Italiano Dante Alighieri in Rome. Subsequently, he was admitted to practice law and is in skillful standing as a member of the confined in Florida, New York, and California, as well every bit in diverse federal courts across the land. Mr. Pino currently teaches a grade equally an Adjunct Professor on Rapid Enterprise Development for the Hamilton Holt School at Rollins College in Winter Park, Florida, and he is pursuing a Doctorate in Business Administration at the Warrington College of Business at the University of Florida. In the last thirty years, Mr. Pino has conducted some 5,500 speaking engagements, speaking to over i million people and appearing on 140 radio and television talk shows. Mr. Pino has authored twelve books including among others: Finding Your Niche (Berkley-Putnam Publishing), Finding Your E-Niche, The Desktop Lawyer, Cash In On Cash Flow (Simon & Schuster), and Reinventing Senior Living: The Art of Living With Purpose, Passion & Joy (Impact Publishing). He also co-authored Morphing: Radical Development for Revolutionary Times with Dr. Craig McAllaster, retired Acting President Emeritus of Rollins College.
William Northward. Johnston, Main Investment Officeholder and Chief Financial Officer. In his role, Mr. Johnston provides financial oversight of the Company, and is responsible for institutional investor relations and capital allocation. Over the course of his career, Mr. Johnston has raised and invested more $1.v billion of uppercase in various forms ranging from private disinterestedness to structured debt and has multi-sector institutional real estate finance, development, and operations experience. Mr. Johnston's domestic and international leadership background leading high-growth teams as a strategic partner to Fortune 50 companies brings relevant growth expertise to the Sponsor. Prior to joining the Sponsor, Mr. Johnston served as Primary Investment Officer at Unicorp National Developments, a leading developer of retail, mixed utilise, and multifamily properties, EVP Corporate Development and Interim Main Operating Officer at Digital Risk, LLC, where he delivered over $11million of annual operating margin growth through operational improvements and supported the 2012 auction for $175 billion to Mphasis Ltd., (an HP Company), and Chief Operating Officeholder at Liberty Investment Properties, Inc., where he led national hotel development programs with Goldman Sachs and Angelo Gordon. Mr. Johnston started his public accounting career as a financial modeling specialist and IT systems specialist at PriceWaterhouseCoopers, LLC. He has held diverse global corporate finance roles which include North American Main Financial Officer, Director of Global Financial Services and head of North American Real Estate for London-based multinational Tibbett & Britten Group, PLC through the growth of its North American functioning from a startup to over xi,000 team members handling $35 billion of goods annually. Mr. Johnston holds an Executive MBA from Harvard University, Chief of Accountancy, and Bachelor of Commerce degrees from McGill University. He is a Certified Public Accountant (Illinois) and Chartered Professional Accountant (Canada) and holds a Series 79 FINRA License.
Christopher P. Immature, Chief Development Officer. Mr. Young is responsible for the on-fourth dimension, on-upkeep commitment of the Visitor'south development projects. He has previously served as the principal operating officer for a regional senior living developer based in central Florida, where he was in charge of the solar day-to-twenty-four hours operations of the companies and the development of assisted living division. As chief operating officer, he created the business organization model for the site conquering and market place penetration criteria. While in that location, he was responsible for the development of three assisted living facilities with an approximate value of $100 million. He has over thirty years of operational and executive-level experience with small and large corporations, including General Motors and Full general Dynamics. This experience also includes minor and large-scale construction projects, with up to $300 million in total structure toll. Mr. Young earned a Bachelor of Arts degree in administration and pre-police force from Michigan State University and is finishing his Chief of Science in acquisition and contracts from the University of West Florida. Mr. Young resides in Orlando, Florida.
Charles C. Smith, Jr., Director of Special Projects. Prior to joining the company in 2012, Mr. Smith was the CEO and Founder of Delta Advisory Group, Inc., a federally registered investment informational house and a Co-Founder and Partner of Delta Realty Advisors, Inc. a existent estate investment company. During his 40-year business organization career, he has been a chief party in the formation, capitalization and operational aspects of an all-encompassing number of business concern enterprises. These ventures accept spanned a wide range of sectors including cyberbanking, retail, multifamily residential development, commercial retail development, marina services, and radio station syndication. He has organized and served equally a managing partner in real manor projects with capitalization in excess of $200 meg and equally a managing principal of market place equities in excess of $150 million. Mr. Smith is an alumnus of the Academy of South Carolina in Columbia where he served as an intern in the Role of Dean of Student Affairs and a Page in the South Carolina State Senate. Postal service-graduation, he engaged in studies of philosophy and apologetics at Fifty'Abri Fellowship in Huemoz, Switzerland under the leadership of founder Dr. Francis A. Schaeffer.
Sean D. Casterline, Corporate Equity Officer. Mr. Casterline began his career with Delta First Fiscal as an asset managing director. During his time at Delta, he progressed through the visitor to somewhen land as the Senior Portfolio Manager with the house. In 1998, he left for an opportunity to work with Wealth Management Financial Group as their Senior Portfolio Director. While there, Mr. Casterline managed client assets totaling over $200 million and co-hosted a syndicated financial radio show, which was broadcast nationwide in such cities as New York, San Francisco, and Dallas. Mr. Casterline earned both his Bachelor's Degree in Finance and Principal's Degree in Business concern Administration from the University of Florida. He also has the distinction of existence a CFA Charter holder and was an Arbitrator for the NASD. Mr. Casterline is an active member at the University of Florida Alumni Clan and has also served as a Director for the CFA-Orlando Club. He has been involved with other charitable organizations such every bit the Fellowship of Christian Athletes, Big Brothers/Big Sisters of Gainesville and Habitat for Humanity. He is a fellow member of YPO (Young Presidents' Organization) and The CFA (Chartered Financial Analysts) Institute.
Compensation of Directors and Executive Officers
To date, our executive officers and directors accept not received any greenbacks compensation.
ITEM four. SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITY HOLDERS
The Company is a newly-formed entity organized on July twenty, 2018. Tuscan Gardens Capital Partners, LLC (the "Sponsor") a Florida limited liability corporation, is the sole common shareholder having purchased 50,000 Common Shares for a cash consideration of $50,000.00 on August 7, 2018.
No other Common Shares or Preferred Shares have been issued.
The post-obit table displays, as of December 31, 2018, the voting and non-voting securities of the Visitor:
| Championship of Class | Proper name and Address of Beneficial Owner | Amount and Nature of Beneficial Ownership | Per centum of Form | Percentage of Visitor Total Voting Power | |||||||||||
| Common Voting Shares ($1.00 par value) | Tuscan Gardens Capital Partners, LLCNote 1 | $ | fifty,000.00 | 100.0 | % | 100.0 | % | ||||||||
| Class A Non-Voting Preferred Shares ($1,000.00 par value) | None issued | Due north/A | N/A | 0.00 | % | ||||||||||
| Total | $ | 50,000.00 | 100.00 | % | |||||||||||
Note ane - Tuscan Gardens Capital Partners, LLC ("Sponsor") is a Direction controlled Company Affiliate.
Particular five. INTEREST OF Management AND OTHERS IN Sure TRANSACTIONS
The Nugget Manager, Advisor and other Sponsor affiliates (collectively "Company Affiliates") volition exist engaged past the Company and its affiliates to perform diverse value add services for day to day management of the Company including the investment of its assets, the acquisition, evolution, financing and disposition of properties, and offering placement services. Visitor Affiliates will receive fees and compensation for such services equally described in this section. None of the agreements for such services are the outcome of arm's-length negotiations. The Visitor believes, notwithstanding, that the terms of such arrangements are reasonable and are comparable to those that could be obtained from unaffiliated entities. The timing and nature of these fees could create a conflict between and among the interests of the Community Manager, Asset Manager, the Counselor, the Sponsor, the Company, and those of the Investors.
Property Direction Services to the Company. Tuscan Gardens Management Corporation ("Community Manager"), volition be responsible for the day to twenty-four hours operation and management decisions for Company Properties under a community direction agreement ("Community Management Agreement") for each Company Property. Community Management Agreements volition provide the Community Manager with a monthly community management fee equal to 5.0% of monthly Company Belongings acquirement, plus reimbursement for diverse corporate resource costs including accounting, sales & marketing, information technology, and payroll processing.
Nugget Manager Services to the Company. In order to ensure the generation of revenue for the Company, ongoing operation of Company Properties will be overseen by an affiliate entity, Tuscan Gardens Senior Living Communities Asset Manager, LLC ("Nugget Manager") pursuant to an agreement between the Nugget Manager and the Company ("Nugget Management Agreement"). The Visitor's strategy is to hire its affiliate, Tuscan Gardens Management Corporation ("Community Director") to operate the senior living communities that it builds or acquires, and to leverage the Asset Manager's expertise and oversight of the Community Manager to ensure operational and financial performance objectives are achieved past the Customs Managing director.
Counselor Services to the Company. In order to achieve its investment objectives, the Company will engage an advisor to oversee the Company's acquisitions, developments, financing, and disposition activities including without limitation the negotiation and execution of all agreements pertaining to development, acquisition, financing, and disposition of the Company's assets. Tuscan Gardens Advisors, LLC (the "Counselor") will serve as the direction and business advisor to the Company pursuant to an informational understanding with the Company (the "Informational Agreement") to advise on all business matters of the Company pursuant to the Advisory Agreement. The Counselor is a wholly-endemic, captive affiliate of Tuscan Gardens Management Grouping, LLC ("TGMG"), a Florida limited liability visitor, is not a registered investment advisor under the Investment Advisers Human action of 1940, and exclusively provides direction and concern consulting, rather than investment advisory services, to the Company and its majority-endemic affiliates which include Tuscan Gardens Senior Living Fund, LLC and Tuscan Gardens Senior Living Income Fund, LLC. TGMG is a existent manor private equity company specializing in senior living customs evolution and acquisitions. TGMG'due south leadership has over 100 years of collective experience investing in income producing existent estate including senior living communities, hospitality, retail, multifamily, industrial, restaurant and other existent estate sectors. The Counselor may terminate the Advisory Agreement with or without cause and without penalty, by giving sixty (threescore) days' prior written notice to the Visitor.
Services performed past Company Affiliates include the following:
| Service | Determination of Corporeality | Estimated Corporeality | ||
| Organization and Offering Stage | ||||
| Organizational and Offering Expenses | The Visitor will reimburse the Asset Manager, the Counselor, or Company Affiliates for Organizational and Offer Expenses upwardly to five (v.0%) pct of Maximum Offering Corporeality. As used herein, "Organizational and Offer Expenses" means whatever and all costs and expenses, exclusive of the Placement Fee, the Marketing Support Fee, the Dealer Managing director Fee, and the Conquering Fees incurred by the Company, the Asset Managing director, the Counselor or whatsoever Company Affiliate in connexion with the formation, qualification, organization and registration of the Company and the marketing, distribution and issuance of Preferred Shares, including, without limitation, the following: legal, accounting and escrow fees, costs of press, amending, supplementing, mailing, and distribution costs; filing, registration, and qualification fees and taxes; personnel costs associated with processing Investor subscriptions, the training and dissemination of organizational and Offering documents and sales materials, and the attendance past the Company or Company Affiliates at sales meetings; telecopy and phone costs, all advertising, promotional and marketing expenses, including the costs related to Investor and broker-dealer sales meetings or events paid or reimbursed by the Visitor; and bona fide due diligence expenses incurred by the Placement Agent and Participating Brokers. | If the Company raises the Maximum Offering Amount, Organizational and Offering Expenses will equal $two,500,000. |
| Service | Decision of Amount | Estimated Corporeality | ||
| Organization and Offering Stage | ||||
| Reimbursement of Counselor Operating Expenses | The Company will cause each respective Holdco to pay the Advisor and its Affiliates, as applicable, for Advisor's ongoing operating expenses incurred on behalf of the Company, the Holdcos or their affiliates. These amounts are expected to be funded with working capital reserves established with Offer proceeds prior to such time equally the Company receives distributions from the Holdcos in amounts sufficient to pay such operating expenses. These amounts are estimated to exist 2 (two.0%) percent of the Company'due south prorata percent of full Holdco preferred buying interests multiplied by Full Project Costs. | As bodily amounts are dependent upon the Offering gain the Visitor raises, any leverage information technology employs, and the costs of the Advisor'south operations, the Visitor cannot determine these amounts at the present time. | ||
| Placement Agent Services | Delta Securities Visitor, LLC ("Delta"), a FINRA-registered broker-dealer, is a Sponsor Chapter by virtue of information technology beingness owned by the Visitor's Corporate Equity Officer and Director, Mr. Sean Casterline. Delta has entered into, or will enter into arrangements with the MBD for compensation and fees as a participating FINRA-registered banker-dealer under the MBD'south standard Participating Dealer Agreement attached equally Showroom 1. The compensations and fees paid to Delta will be consequent with those paid past the MBD to participating broker-dealers who are not Affiliates of the Company. | As actual amounts are dependent upon the Offering proceeds raised by Delta, the Company cannot decide these amounts at the present time. |
| Acquisition Services | The Company will cause each respective Holdco to pay the Advisor acquisition fees (the "Acquisition Fees") for the selection, purchase, underwriting, financing, evolution or construction of the Communities equal to 3 (three.0%) pct of the Visitor's prorata percentage of total Holdco preferred ownership interests multiplied by estimated Full Project Costs, as defined herein, upon the acquisition of each Visitor Holding. In the event the Acquisition Fees are paid to the Advisor in connection with whatsoever belongings that is not ultimately acquired by the Company, such Acquisition Fees shall be promptly repaid by the Advisor to the Company. | Equally actual amounts are dependent upon the Offering proceeds the Company raises, whatever leverage it employs, and the Total Projection Costs of Company Properties, the Company cannot make up one's mind these amounts at the present time. |
| Service | Conclusion of Corporeality | Estimated Amount | ||
| Acquisition and Development Stage | ||||
| Development Services | The Company relies upon dedicated, affiliated community specific evolution entities ("Devco") to achieve on-time, on-budget completion of each Company Property it develops. These Devcos are responsible for the successful date with sellers, regulatory officials, and other parties necessary to secure land utilize entitlements, requisite evolution approvals and permits, as well as the oversight of general contractors. In consideration for these services, the Company will crusade each respective Propco to pay the applicative Programmer Entity a site evolution fee in an amount equal to v (v.0%) to seven (7.0%) percentage of Full Project Costs (including financing costs and interest expense, pre-opening operating expenses and working capital reserves) for pattern and evolution services. Upon showtime of construction at each site, or sooner every bit provided for under the applicable evolution agreement between each respective Propco and the applicative Programmer Entity, an amount not to exceed seventy-five (75%) percent of this fee volition be due and payable for the respective Company Property, with the residual paid in installments over the projected site construction menstruum, which is typically eighteen (xviii) to xx-four (24) months, bailiwick to any boosted lender requirements. | Equally actual amounts are dependent upon the Offer proceeds the Company raises, any leverage information technology employs, and the Total Project Costs of Visitor Properties, the Visitor cannot determine these amounts at the present time. |
| Asset Managing director Acquisition Expenses | The Company will reimburse the Nugget Managing director for bodily expenses incurred in connection with the choice or acquisition of an investment, whether or not information technology ultimately acquires the investment. | As actual amounts are dependent upon the Offering proceeds the Visitor raises, whatsoever leverage it employs, and the costs and frequency of the Asset Manager'due south selection or conquering of investments, the Company cannot make up one's mind these amounts at the present time. | ||
| Financial Guarantee | The Company volition cause each corresponding Holdco to pay the Counselor, on a monthly basis, an annual Guarantee Fee (the "Financial Guarantee Fee") equal to three quarters of i (0.75%) percent of guaranteed amounts under total amass financing ("Guaranteed Corporeality") for each Company Belongings for which Counselor or its affiliates provide financial or carve-out guarantees. The Company will pay the Advisor the Fiscal Guarantee Fee earned with respect to the Guaranteed Amount upon the execution of guarantees by Counselor or its affiliates at each Company Property. In the event the Financial Guarantee Fee is paid to the Advisor in connection with any Company Property that is not ultimately developed or acquired by the Company, such Financial Guarantee Fee shall exist promptly repaid past the Advisor to the Company. These amounts are expected to exist funded with working capital reserves established with Net Proceeds prior to such time every bit the Company receives distributions from the Holdcos in amounts sufficient to pay such fees. | As actual amounts are dependent upon the Offer gain the Company raises, whatsoever leverage it employs, the Full Project Costs of Company Properties, and the frequency and magnitude of lender requirements for fiscal guarantees, the Company cannot determine these amounts at the nowadays time. |
| Service | Decision of Amount | Estimated Corporeality | ||
| Operational Stage | ||||
| Nugget Management | The Asset Manager is responsible for the oversight of day to mean solar day Company Holding management decisions by the Community Manager pursuant to an agreement between the Asset Director and the Company ("Nugget Management Agreement"). Nether the Asset Management Agreement, the Company will pay the Asset Managing director, on a monthly basis, an annual Nugget Management Fee (the "Asset Management Fee") equal to 2 (2.0%) percent of Gross Assets under management. In the effect the Nugget Management Fee is paid to the Asset Manager in connection with any community that is non ultimately acquired by the Company, such Asset Direction Fee shall exist promptly repaid by the Asset Managing director to the Visitor. These amounts are expected to be funded with working uppercase reserves established with Net Offering Gain prior to such time every bit the Company receives distributions from the Holdcos in amounts sufficient to pay such fees. | Every bit actual amounts are dependent upon the Offer proceeds the Company raises, any leverage it employs, and the costs and frequency of the Nugget Manager'southward selection or acquisition of investments, the Company cannot decide these amounts at the nowadays time. |
| Disposition Services | The Company will cause each respective Holdco to pay the Advisor disposition fees (the "Disposition Fees") for the disposition, recapitalization, or sale of Communities equal to three (three.0%) percent of the Visitor's prorata percentage of full Holdco preferred ownership interests multiplied by the bodily selling price or recapitalized corporeality, as defined herein, upon the sale or recapitalization of each Company Holding. In the event the Disposition Fees are paid to the Advisor in connectedness with any Company Property that is non ultimately sold or recapitalized by the Visitor, such Disposition Fees shall be promptly repaid past the Advisor to the Visitor. | As actual amounts are dependent upon the Offering proceeds the Company raises, any leverage information technology employs, the frequency and magnitude of dispositions of Visitor Backdrop, the Company cannot determine these amounts at the present time. |
Conflicts of Interest
There are conflicts of interest between and among the Company, the Asset Director, the Advisor, the Sponsor, the Development Entities, and other Visitor Affiliates. Asset Director and Counselor may provide services to other affiliate companies in add-on to the Company. All of the agreements and arrangements between Company Affiliates and the Visitor, including those related to compensation, are not the result of arm's-length negotiations. The Company will endeavor to residual the interests of Company Affiliates with the interests of the Company. However, to the extent that the Company takes actions that are more than favorable to Company Affiliates than the Company, these actions could accept a negative impact on the Company's financial operation and, consequently, on the dividends to holders of Preferred Shares and the value of those securities. The Company has not adopted, and does not intend to adopt in the futurity, either a conflicts of interest policy or a conflicts resolution policy.
The Company relies on central real estate professionals, including Larry Pine, William Northward. Johnston, and Christopher P. Young (collectively "Management"), for the solar day-to-day operation of its business. Equally a upshot of their interests in other Visitor Affiliates, their obligations to other investors, and the fact that they appoint in and will continue to appoint in other business activities on behalf of themselves and others, Direction volition confront conflicts of interest in allocating their time among us, the Asset Manager, the Advisor, other Company Affiliates, and other business concern activities in which they are involved. However, the Company believes that the Asset Director, Advisor, and their respective affiliates take sufficient existent estate professionals to fully discharge their responsibilities to the Company.
Sean Casterline, the sole benign possessor of Delta Securities Visitor, LLC ("Delta") beneficially owns more than 10% of the Company'south outstanding common stock. Delta is anticipated to execute a participating dealer understanding and participate in the offering. Every bit a result of Mr. Casterline's benign buying of the Company and Delta, Delta is deemed to have a "conflict of interest" inside the significant of Dominion 5121 of the Financial Industry Regulatory Authority ("FINRA").
Accordingly, this offering is being made in compliance with the applicable requirements of FINRA Rule 5121. Nether FINRA Rule 5121, the date of a qualified independent underwriter is not necessary in connection with this offering, because the FINRA member primarily responsible for managing this offering does not take a disharmonize of interest, is not an affiliate of any member that has a conflict of involvement and meets the requirements of paragraph (f)(12)(Due east) of FINRA Rule 5121. No FINRA member with a conflict of interest will ostend sales to any account over which it exercises discretionary authority without the specific prior written approval of the business relationship holder.
There are no other fabric relationships or related party transactions.
Detail 6. OTHER Information
None.
Detail 7. Financial Statements
TUSCAN GARDENS SENIOR LIVING
COMMUNITIES, INC.
Financial Statements
and
Independent Accountant's Written report
December 31, 2019 and 2018
TUSCAN GARDENS SENIOR LIVING COMMUNITIES, INC.
Table of Contents
| Folio | |
| Independent Auditor's Written report | F-2 |
| Financial Statements: | |
| Remainder Sheets | F-3 |
| Statements of Operations and Changes in Equity | F-4 |
| Statements of Cash Flows | F-5 |
| Notes to Financial Statements | F-vi |
INDEPENDENT AUDITOR'S Report
To the Shareholders of
Tuscan Gardens Senior Living Communities, Inc.
Nosotros have audited the accompanying financial statements of Tuscan Gardens Senior Living Communities, Inc. (a Florida Corporation, the "Company"), which comprise the residual sheets equally of December 31, 2019 and 2018, and the related statements of operations and changes in equity and greenbacks flows for the year concluded December 31, 2019 and for the catamenia from inception (July 20, 2018) through December 31, 2018, and the related notes to the financial statements.
Management'due south Responsibility for the Financial Statements
Management is responsible for the preparation and fair presentation of these financial statements in accord with accounting principles mostly accustomed in the United states of america of America; this includes the pattern, implementation, and maintenance of internal controls relevant to the preparation and fair presentation of financial statements that are gratuitous from material misstatement, whether due to fraud or error.
Auditor's Responsibility
Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards by and large accustomed in the Us. Those standards require that we program and perform the audit to obtain reasonable balls about whether the financial statements are costless from material misstatement.
An inspect involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the cess of the risks of material misstatement of the fiscal statements, whether due to fraud or error. In making those gamble assessments, the auditor considers internal controls relevant to the entity'due south training and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, only not for the purpose of expressing an opinion on the effectiveness of the entity's internal controls. Accordingly, we express no such stance. An audit also includes evaluating the appropriateness of bookkeeping policies used and the reasonableness of significant accounting estimates made by direction, every bit well as evaluating the overall presentation of the fiscal statements.
We believe that the inspect evidence we have obtained is sufficient and appropriate to provide a basis for our audit stance.
Opinion
In our opinion, the financial statements referred to above nowadays fairly, in all material respects, the financial position of Tuscan Gardens Senior Living Communities, Inc. every bit of December 31, 2019 and 2018, and the results of its operations and its greenbacks flows for the year ended December 31, 2019 and for the period from inception (July xx, 2018) to Dec 31, 2018, in accordance with bookkeeping principles mostly accepted in the Usa of America.
Orlando, Florida
February 24, 2020
TUSCAN GARDENS SENIOR LIVING COMMUNITIES, INC.
Residue SHEETS
AS OF DECEMBER 31, 2019 AND 2018
| 2019 | 2018 | |||||||
| Electric current Avails | ||||||||
| Cash | $ | l,000 | $ | 50,000 | ||||
| Full ASSETS | $ | 50,000 | $ | 50,000 | ||||
| LIABILITIES AND Equity | ||||||||
| Current LIABILITIES | ||||||||
| Accounts payable and other accrued liabilities | $ | - | $ | - | ||||
| Total LIABILITIES | - | - | ||||||
| Equity | ||||||||
| Common shares - l,000 shares issued and outstanding ($1 par value) | 50,000 | l,000 | ||||||
| Course A non-voting preferred shares ($i,000 par value) - l,000 authorized | - | - | ||||||
| Retained earnings | - | - | ||||||
| Full Equity | 50,000 | l,000 | ||||||
| TOTAL LIABILITIES AND EQUITY | $ | 50,000 | $ | 50,000 | ||||
See accompanying notes to financial statements.
TUSCAN GARDENS SENIOR LIVING COMMUNITIES, INC.
STATEMENTS OF OPERATIONS AND CHANGES IN Disinterestedness
FOR THE YEAR ENDED Dec 31, 2019 AND THE PERIOD FROM INCEPTION THROUGH December 31, 2018
| 2019 | 2018 | |||||||
| Acquirement | ||||||||
| Revenues | $ | - | $ | - | ||||
| TOTAL REVENUE | - | - | ||||||
| OPERATING EXPENSES | ||||||||
| Expenses | - | - | ||||||
| Full OPERATING EXPENSES | - | - | ||||||
| Internet LOSS | $ | - | $ | - | ||||
| Disinterestedness, Outset OF YEAR | $ | 50,000 | $ | - | ||||
| Issuance of common stock | - | fifty,000 | ||||||
| Disinterestedness, Terminate OF Yr | $ | l,000 | $ | 50,000 | ||||
Run across accompanying notes to fiscal statements.
TUSCAN GARDENS SENIOR LIVING COMMUNITIES, INC.
STATEMENTS OF CASH FLOWS
FOR THE Yr Ended DECEMBER 31, 2019 AND THE Catamenia FROM INCEPTION THROUGH December 31, 2018
| 2019 | 2018 | |||||||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||
| Proceeds from issuance of common stock | $ | - | $ | 50,000 | ||||
| NET CASH PROVIDED BY FINANCING ACTIVITIES | - | 50,000 | ||||||
| NET (Subtract) INCREASE IN CASH | - | 50,000 | ||||||
| CASH, BEGINNING OF Twelvemonth | fifty,000 | - | ||||||
| Cash, END OF Yr | $ | fifty,000 | $ | 50,000 | ||||
See accompanying notes to financial statements.
TUSCAN GARDENS SENIOR LIVING COMMUNITIES, INC.
NOTES TO Financial STATEMENTS
December 31, 2019 AND 2018
NOTE one – DESCRIPTION OF BUSINESS
Tuscan Gardens Senior Living Communities, Inc. (the "Company") was organized on July 20, 2018 and is a Florida corporation. The Company was formed to invest in wholly-owned subsidiaries that develop ("Development Projects"), acquire ("Conquering Projects"), or convert other real estate properties including hotels ("Conversion Projects") into senior living rental communities ranging from $fifteen,000,000 to $100,000,000 per customs. The Communities will consist of independent living, assisted living and/or memory care facilities. The Visitor'due south chief focus for purposes of Development Projects will exist in southeastern markets, and for purposes of Acquisition Projects and Conversion Projects volition be in Usa markets, that information technology considers to have favorable risk-return characteristics. The Company, operating through wholly-owned special purpose entities ("SPE") as real estate owner-operators, intends to create, operate and concord a portfolio of Company Properties on a long-term ground, with the goal to sell each belongings after approximately seven year, and ultimately dispose of them to generate revenue for the Company.
Annotation 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting
The accounting policies of the Visitor adapt to accounting principles generally accustomed in the The states.
Cash
The Company maintains its greenbacks deposits at a bank. Cash deposits could, at times, exceed federally insured limits. Equally of Dec 31, 2019 and 2018, there was no uninsured rest.
Use of Estimates
The training of fiscal statements in conformity with accounting principles generally accepted in the Us requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities, if any, at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
TUSCAN GARDENS SENIOR LIVING COMMUNITIES, INC.
NOTES TO FINANCIAL STATEMENTS
Dec 31, 2019 AND 2018
Notation 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Connected)
Income Taxes
There are no open up federal or state taxation years under audit. Fiscal Bookkeeping Standards Lath issued ASC 740-ten (Accounting for Uncertainty in Income Taxes), which prescribed a comprehensive model for how a company should measure, recognize, nowadays, and disclose in its financial statements uncertain tax positions that an organization has taken or expects to take. The Visitor adopted ASC 740-10 and has not taken whatsoever uncertain tax positions that require disclosure in the financial statements.
Fair Value of Financial Instruments
The FASB ASC Topic "Financial Instruments" clarifies the definition of fair value for financial reporting, establishing a framework for measuring fair value, and requires additional disclosure about the use of off-white value measurements in an effort to make the measurement of fair value more consistent and comparable. The carrying corporeality of cash approximates fair value due to the short maturity of this fiscal instruments.
Annotation 3 – Equity AND FUTURE Equity
The Company currently has 2 authorized share classes: common voting shares with $1 par value per share ("Mutual Shares") and Class A non-voting preferred shares with $1,000 par value per share ("Preferred Shares"). On August 10, 2018, the Company established an disinterestedness basis through this issuance of 50,000 shares of $one par value Common Shares.
The Visitor has made an initial offering ("Offering") on a "best efforts" basis to raise capital using its Course A not-voting preferred shares. The Company seeks to raise $l,000,000 from the Offering of Preferred Shares. The Company volition seek to pursue Development Projects, Conquering Projects, and Conversion Projects that have the potential to provide an ongoing income to investors in the Preferred Shares, paid or accrued monthly based on an viii.0% cumulative, not-compounded annual return on $1,000 par value ("Preferred Dividend"), plus potential capital appreciation through additional dividends ("Special Dividends") based on fifty (50%) percent participation in the cyberspace gain generated by the Company from the disposition of Company Properties. However, as the Offer is a blind puddle and the Company has no runway record, there can exist no guarantee that such returns can or will be achieved.
TUSCAN GARDENS SENIOR LIVING COMMUNITIES, INC.
NOTES TO Fiscal STATEMENTS
DECEMBER 31, 2019 AND 2018
Notation three – Equity AND Hereafter EQUITY (Continued)
The Preferred Shares have no public marketplace and will not exist listed on any national securities exchange or on the over-the-counter inter-dealer quotation system. As the data statement was qualified by the SEC on November 25, 2019 (with a current Offering termination appointment of Dec 31, 2020), the Company has begun to solicit sales of the Preferred Shares. The Offer period may be extended, or the Offering terminated at any fourth dimension by the Visitor in its sole discretion. The Preferred Shares are existence offered pursuant to Regulation A under the Securities Act of 1933, every bit amended, for Tier ii offerings. The Preferred Shares will be issued just to purchasers who satisfy the requirements set forth in Regulation A. Funds from the Offering volition be made bachelor to the Company once the Offer raises a minimum of $2,000,000 excluding sales to Company affiliates ("Minimum Offering Amount"). There are no provisions for the return of funds once the Minimum Offering Amount is sold.
Notation 4 – SUBSEQUENT EVENTS
In preparing the financial statements, the Company has evaluated events and transactions for potential recognition through Feb 24, 2020, the date the financial statements were originally bachelor to be issued.
Particular 8. EXHIBITS
| Exhibit No. | Showroom Description | |
| Exhibit i* | – | Managing Banker Dealer Agreement |
| Exhibit 2* | – | Articles of Incorporation and ByLaws |
| Exhibit iv* | – | Form of Subscription Agreement |
| Exhibit 6A(i)* | – | Informational Understanding |
| Showroom 6A(two)* | – | Asset Direction Agreement |
| Exhibit 8* | – | Course of Escrow Agreement |
| Exhibit 11(i)** | – | Consent of Independent Accountant |
* Previously filed
** Filed herewith
SIGNATURES
Pursuant to the requirements of Regulation A, the issuer certifies that information technology has reasonable grounds to believe that information technology meets all of the requirements for filing on Grade ane-Chiliad and has duly caused this to exist signed on its behalf by the undersigned, thereunto duly authorized, in the City of Orlando, Land of Florida, on April 21, 2020.
| TUSCAN GARDENS SENIOR LIVING COMMUNITIES, INC. | ||
| Signed: | ||
| By: | /southward/ Larry Pino | |
| Name: Larry Pino | ||
| Championship: Main Executive Officer and Director | ||
| Past: | /s/ William N. Johnston | |
| Name: William Northward. Johnston | ||
| Title: Chief Financial Officer and Managing director | ||
| By: | /s/ Christopher P. Young | |
| Name: Christopher P. Young | ||
| Championship: Director |
16
External Resource:
bradleybecomeavoing.blogspot.com
Source: https://sec.report/Document/0001214659-20-003605/
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