District of: Nova ScotiaDivision No.: 01-HalifaxCourt No.: 44436
Estate No.: 51-1263023
Background and StructureTerra Firma Development Corporation, (“TFDC” or the “Company”) was registered and incorporated in Nova Scotia on February 8, 2007. The Company was the Development agent for Forest Lakes Country Club, (“FLCC”) a planed premium, four-season residential resort style community centered upon a Jack Nicklaus designed golf course, the first for Nova Scotia, in Ardoise, a small community in the district of West-Hants approximately 50km or 45 minutes from the capital city of Halifax, (the “Development”).
TFDC used a variety of unique strategies to finance the Development, chief among them being the promotion to retail investors to instruct the formation of one of 31 different Delaware Limited Liability Corporations as their vehicle for investment and ownership of land within the development.
Each Delaware LLC (“DLLC”) purchased a certain amount of land within the Development and made a loan to TFDC. Various international sales and marketing agencies solicited investment from individual retail investors around the world, who organised for each investor to sign the relevant paperwork, including the instruction to form their DLLC and through membership of the DLLCs each investor owned their corresponding percentage of their DLLC’s assets, (being the land and the loan).
An investor’s ownership within the DLLC’s was also identified by Land Units in which each Land Unit represented 1m2 of the land owned by a DLLC and was respective of the individual’s level of investment. Lot sales fundingOther investors entered into agreements to purchase undeveloped building lots (“Plot Purchase Agreements”) directly from TFDC by paying a deposit to TFDC. The investor would have the option to complete the purchase by paying the balance due or withdraw from the purchase after 2-3 years and receive a return of the deposit and additional benefits.
There were a number of fund managers and professional international real estate investors who invested directly or on behalf of other investors. Companies such as SEED Global Investment, Steiner and Company, S+C Treuhandgesellschaft MBH and Resort Invest International.
The underlying premise surrounding these investments was that as demand for ownership within the Development increased, so too would the value of the Land Units held by investors. Excitement surrounding the new Development waned during the financial crisis in 2008 and the following years as the crisis continued.
The surge in demand for building lots did not materialize as expected in the years thereafter and more than ten years after the start of the Development, the Company began to experience pressure from investors, lenders and contractors over the lack of revenues and progress. Lawsuits started piling up at the beginning of 2019 and with the death of the president and sole director late in 2019 the Company continued to operate on a care and maintenance basis into early 2020 before ceasing daily operations in early 2020.
The Company is wholly owned by Matzam Holdings Ltd.LLC (“Matzam”), a Maltese registered company.
Matzam is owned jointly by a Cyprus corporation, Solveto 66.6% and Sandycrest Corporation 33.3%.
Here you find the company structure with TFDC.
The individuals behind these corporations are deceased.
TFDC AsiaCorp Berhad, a Malaysia registered corporation, is a wholly owned subsidiary of TFDC.
Presently there are no directors, principals or officers of TFDC.
On September 22, 2020, on application of creditor S+C Treudhandgellschaft GMHB the Supreme Court of Nova Scotia declared the Company bankrupt and named MNP LTD as the Trustee. (Source: MNP Ltd.)