Internal working copy of the response to Val's diligence questions. Same content and structure as the external version, with an added Internal Notes block under each question — owner, priority, and the franker context behind each answer. Review this before the external version goes out.
| Entity | State | Status | Formation Date | EIN |
|---|---|---|---|---|
| Zarova Holdings, LLC | Wyoming | Registered | 07/10/2026 | 42-3745951 |
| Zarova Media, LLC | Florida | Registered | 07/18/2026 | 42-4049522 |
| Zarova Media Services, LLC | Florida | Registered | 07/21/2026 | 42-4076421 |
| Zarova Capital, LLC | Wyoming | Not yet formed | — | — |
| Zarova Ventures, LLC | Wyoming | Not yet formed | — | — |
This table is clean and matches the receipts/filings on file. No prep needed beyond attaching the CP575s (Q2).
All three CP575 letters are in the Drive folder (01/02/03 entity folders → Legal). Note internally: every one of these letters lists "Alexandre Camus, Sole Member" — that's the exact fact Q3/Q4 have to reckon with. Don't send these without the Declaration of Trust attached alongside them, or they'll read as contradicting the ownership answer.
The honest answer is "not fully" and the external draft says exactly that — don't let this get softened before it goes out. Zarova Holdings' state filing lists Emanay Ventures as member; the EIN lists Alex personally as sole member. Neither is Val, neither is the trust — yet. The Declaration of Trust (signed 07/12) is a real, dated, legally enforceable document that establishes her beneficial ownership privately, and it already exists — nothing is waiting on drafting it. What's still open is the state-level filing to reflect that ownership. Recommend David confirm in writing that the Declaration of Trust is sufficient interim protection, and get the state filing done, rather than treating this as blocked on anything further.
Correction from earlier draft: 8822-B is a future option, not the priority item. The trust already exists (Declaration of Trust, 7/12). Alex's direction is to formally reflect that ownership in Zarova Holdings' state record — that's what actually fixes the public-facing gap. 8822-B just formalizes the IRS record afterward and can wait. Don't present this to Val as an urgent parallel action item, and don't frame the state-record update as waiting on "the trust instrument" — the trust isn't the bottleneck, the paperwork reflecting it is.
Framing note from Alex: don't let this read as an upsell. Be careful not to conflate the Declaration of Trust with a fuller "family trust" instrument — they are not the same, but the Declaration of Trust already exists and already does the job needed today. If a more comprehensive family/estate trust is ever wanted, that's a separate, optional engagement with trust counsel — mention it as available, not as something she needs or that we're pushing. She should walk away from this response confident that nothing is blocked, not wondering if we're angling for a bigger fee.
Correction from earlier draft: no C-corp election is being made at all. Given the trust structure (trust → Holdings → Media), the direction is for Zarova Media to stay a standard pass-through entity. This isn't "not yet filed" — it's "not going to be filed." Rick doesn't need to chase an 8832 date; he needs to confirm the actual tax outcome for Val personally under the pass-through/trust structure instead (see Q8).
Val's math was directionally correct, and it's exactly why the direction changed — given the trust structure, there's no reason to elect corporate treatment. The external answer says this plainly: her question is what prompted dropping the election, not something we're defending after the fact.
The old ~3% figure is dead — it was built entirely on the 21%-on-a-margin mechanism, which no longer applies now that there's no C-corp election. Don't try to salvage or re-derive 3% from a different angle. The real open question now is: what is Val's actual U.S. tax exposure on pass-through income under the trust structure — and does the trust ownership change the sourcing/withholding analysis at all versus a direct disregarded LLC. Needs Rick's real analysis from scratch, not a patched version of the old model.
Mechanics we can state factually: Platform → Paxum (business account under Zarova Media Services) → SDM (third-party payment processing) → U.S. bank account, then 10% remitted up to Zarova Media. This matches the payment chain already documented in the Deal Memorandum (9,950 USDT → $10,222 USD, Truist, 07/02/2026). Given the no-C-corp decision, the tax-at-each-step piece is now a fresh question for Rick, not a refinement of the old model — don't improvise it.
She's right to ask this. The external answer is honest that the complexity is built for scale, not current necessity — that's the correct answer, don't oversell the five-entity structure as required at her current size. If she pushes back and wants to simplify, that's a legitimate conversation to have, not a reason to get defensive about the fee structure.
Confirmed — all three entities have Bank of America accounts. Zarova Media, LLC: account #898170875542. Zarova Media Services, LLC: account #898170876949. Zarova Holdings account number still needs pulling for the file. External response shows only last-4 digits for each — full numbers/statements only go out directly, not embedded in the written response.
| Item | Owner | Priority |
|---|---|---|
| Confirm Declaration of Trust is sufficient interim protection | David | High |
| File the state-level record update reflecting the existing, legally enforceable trust's ownership of Zarova Holdings | David | High |
| File Form 8822-B (all 3 EINs) | David | Low — future option, after state filing |
| Confirm actual U.S. tax outcome for Val under pass-through/trust structure (replaces old ~3% model) | Rick | High |
| Zarova Media stays pass-through — no Form 8832 needed; close out this item internally | Alex | Resolved |
| Tax treatment at each step of platform → bank flow | Rick | Medium-High |
| Confirm/deny bank accounts for Media & Media Services | Alex | Medium |
| Decide: is Declaration of Trust the permanent answer, or bridge to a full family trust? | David | Medium |
Recommendation: hold the external version until the four High-priority items above have real answers. Sending the honest "not yet" framing is the right call regardless — but Q7 and Q8 in particular are questions Val will very reasonably follow up on, and we should have Rick's real numbers in hand before that happens, not after.