Tuscan Gardens

The Fund and its affiliated entities have limited operating history. Cash balance at filing was only $50,000, insufficient to fund operations. Fund is reliant on funds advanced by Manager and Management Corporation to pay offering costs.

“Our cash balance is $50,000 as of September 23, 2015. Our cash balance is not sufficient to fund our limited levels of operations for any period of time. We have been utilizing and may utilize funds from the Manager and the Management Corporation who have agreed to advance funds to allow us to pay for offering costs, filing fees, and professional fees.”

The Fund's properties will each have one tenant. If the tenant cannot maintain occupancy or pay rent, the Fund may be unable to meet debt service obligations, potentially resulting in foreclosure on the property and total loss of investment.

“The revenue is dependent upon one tenant. The Properties will have one tenant. There is a risk that tenant will not be able to maintain necessary occupancy levels in one or more of the Properties and there is no guarantee that tenant will be profitable. There is a risk that tenant will be unable to pay the rent as it comes due. If the rent is not paid as it comes due, the Fund may not be able to pay the normal, recurring operating expenses of the Properties and/or the required monthly loan payments. The risk of being unable to pay the recurring operating expenses and the required monthly loan payment is that the Fund, at the extreme, could face foreclosure on one or more of the Properties or in a lesser case, the projected cash distributions will not be able to be made.”

The compensation structure for the Manager and Management Corporation may create conflicts of interest, and Fund capital will be used to fund start-up and operation of Tuscan Gardens until stabilization, while a principal of the Manager will receive development fees from that same capital.

“Manager's or Management Corporation's Compensation May be a Conflict. The compensation plan for the Manager or the Management Corporation may create a conflict among the interests of the Manager, the Management Corporation, and the interests of the Fund. Capital from the Fund will be used to fund, in part, the start-up and operation of Tuscan Gardens until stabilization has occurred.”

The Manager, Management Corporation, and affiliates may act as managers for competing entities, own interests in competing properties, raise capital for competing ventures, and allocate time between the Fund and other business activities with no minimum time commitment required.

“Manager or Management Corporation May be Involved in Similar Investments. The Manager or the Management Corporation, or their affiliates, may act as Managers in other limited liability companies engaged in making similar investments and intend to act as the Managers of new limited liability companies to be formed.”

The Manager and Management Corporation principals simultaneously control a large network of affiliated Tuscan Gardens entities and related investment advisers, and a principal of the Manager will act as developer receiving development fees from Fund proceeds — creating conflicts of interest in allocating time, resources, and capital.

“The Manager and the Management Corporation are comprised of individuals who are also principals of the Fund, Tuscan Gardens Group, LLC, Tuscan Gardens Management Corporation, Tuscan Gardens Development Corporation, Tuscan Gardens Management Group, LLC, Tuscan Gardens Real Estate Fund, LLC, Tuscan Gardens Real Estate Fund Manager, LLC, Tuscan Gardens Real Estate Advisors, LLC, Tuscan Gardens Income Management Corporation, Tuscan Gardens Income Fund, LLC, Tuscan Gardens Income Fund Manager, LLC, Tuscan Gardens Income Fund Advisors, LLC, Tuscan Gardens Income Fund III, LLC, Tuscan Gardens Income Fund III Manager, LLC, Delta Tuscan, LLC, Tuscan Gardens of Longwood, LLC, Tuscan Gardens of Longwood Management Company, LLC, Tuscan Gardens of Winter Park, LLC, Tuscan Gardens of Winter Park Management Company, LLC, Tuscan Gardens of Venetia Bay, LLC, Tuscan Gardens of Venetia Bay Management Company, LLC, Tuscan Gardens of Venetia Bay Development Company, LLC, Tuscan Gardens of Venetia Bay Properties, LLC, Tuscan Gardens Income Fund II, LLC, Tuscan Gardens Income Fund II Manager, LLC, and Tuscan Gardens, Inc., which owns the 'Tuscan Gardens' brand name, trade name, trade dress, design, and all other intellectual property, and its affiliates, and PinoNicholson, PLLC, which represents all of the above identified entities.”