accounting firm, audit firm in toronto, hamilton on ... · 5/13/2019  · • the urbancorp...

30

Upload: others

Post on 06-Oct-2020

2 views

Category:

Documents


0 download

TRANSCRIPT

Page 1: Accounting Firm, Audit Firm in Toronto, Hamilton ON ... · 5/13/2019  · • the Urbancorp Group’s accounting records for the period of January 1, 2014 to April 29, 2016, in respect
Page 2: Accounting Firm, Audit Firm in Toronto, Hamilton ON ... · 5/13/2019  · • the Urbancorp Group’s accounting records for the period of January 1, 2014 to April 29, 2016, in respect
Page 3: Accounting Firm, Audit Firm in Toronto, Hamilton ON ... · 5/13/2019  · • the Urbancorp Group’s accounting records for the period of January 1, 2014 to April 29, 2016, in respect
Page 4: Accounting Firm, Audit Firm in Toronto, Hamilton ON ... · 5/13/2019  · • the Urbancorp Group’s accounting records for the period of January 1, 2014 to April 29, 2016, in respect
Page 5: Accounting Firm, Audit Firm in Toronto, Hamilton ON ... · 5/13/2019  · • the Urbancorp Group’s accounting records for the period of January 1, 2014 to April 29, 2016, in respect
Page 6: Accounting Firm, Audit Firm in Toronto, Hamilton ON ... · 5/13/2019  · • the Urbancorp Group’s accounting records for the period of January 1, 2014 to April 29, 2016, in respect
Page 7: Accounting Firm, Audit Firm in Toronto, Hamilton ON ... · 5/13/2019  · • the Urbancorp Group’s accounting records for the period of January 1, 2014 to April 29, 2016, in respect
Page 8: Accounting Firm, Audit Firm in Toronto, Hamilton ON ... · 5/13/2019  · • the Urbancorp Group’s accounting records for the period of January 1, 2014 to April 29, 2016, in respect
Page 9: Accounting Firm, Audit Firm in Toronto, Hamilton ON ... · 5/13/2019  · • the Urbancorp Group’s accounting records for the period of January 1, 2014 to April 29, 2016, in respect
Page 10: Accounting Firm, Audit Firm in Toronto, Hamilton ON ... · 5/13/2019  · • the Urbancorp Group’s accounting records for the period of January 1, 2014 to April 29, 2016, in respect

Alan Saskin

Urbancorp Master Partner (Stadium Road)

Inc.Note 1

Deaja Partner (Stadium) Inc.

Note 2

Deaja Partner (Bay) Inc.

Note 4

UMINote 8

UTMINotes 9 and 10

Stadium Road LPNote 1

TCC/Urbancorp (Bay/Stadium) LP

Notes 2 and 3

TCC/Urbancorp (Bay) LP

Notes 4, 5 and 6

Urbancorp Holdco Inc.

Note 7

Urbancorp (Eastern) Inc.

Note 12

Urbancorp (Logan) Inc.

Note 13

Urbancorp (National) Inc.

Note 14

Urbancorp (Yonge)

Developments Inc.

Note 15

Urbancorp (Downtown)

Developments Inc.

Note 16

2390645 Ontario Inc.

Note 17

Urbancorp Renewable Power Inc.

Note 11

Note: To be read in conjunction with attached Notes

Urbancorp Inc.

Note 7

Appendix “A”

Page 11: Accounting Firm, Audit Firm in Toronto, Hamilton ON ... · 5/13/2019  · • the Urbancorp Group’s accounting records for the period of January 1, 2014 to April 29, 2016, in respect

Notes to Appendix “A”

Note Asset Holdings Estimated Realizable Value

1. Urbancorp Master

Partner (Stadium Road)

Inc. (UMPSRI)

• General partner with a 0.01% interest in Stadium

Road LP

• Asset liquidated under option granted to Terra Firma.

• Nil.

2. Deaja Partner (Stadium)

Inc. (DPSI) • General Partner with a 0.01% interest in

TCC/Urbancorp (Bay/Stadium) LP (UBSLP); the

assets of UBSLP include:

o 99.99% interest in Stadium Road LP

o 100 Class E Special Shares of UHI

o Urbancorp (The Beach) Developments Inc. –

receivership entity

o Urbancorp (Leslieville) Developments Inc. –

receivership entity

o Urbancorp (Riverdale) Developments Inc. –

receivership entity

• King West Village South Limited – held a 50%

interest in Epic on Triangle Park Inc.

• Nil. Certain entities are in

receivership proceedings.

• Nil. Project taken over by the

co-tenant

3. Unsecured loan

receivable from UBSLP

• Book Value (including accrued interest) to

December 31, 2015 is $4,365,765

• Nil. The entities are in

receivership with no funds

available for unsecured

creditors

4. Deaja Partner (Bay) Inc.

(DPBI) • DPBI is a CCAA Entity

• DPBI has a 0.01% interest as the General Partner of

TCC/Urbancorp (Bay) LP

• Nil

Page 12: Accounting Firm, Audit Firm in Toronto, Hamilton ON ... · 5/13/2019  · • the Urbancorp Group’s accounting records for the period of January 1, 2014 to April 29, 2016, in respect

Notes to Appendix “A”

Note Asset Holdings Estimated Realizable Value

5. TCC/Urbancorp (Bay)

LP (TCCUBLP) • Limited Partner with a 79.99% interest in TCCUBLP

- a CCAA Entity; subject to a preferred return of

approximately $12 million, which increases by 7%

annual compounding in favour of the other Limited

Partner, Vestaco Investments Inc. as registered

owner (beneficial owner is Doreen Saskin)

• assets of TCCUBLP include the following CCAA

Entities:

o Urbancorp (Woodbine) Inc.

o Urbancorp (Bridlepath) Inc.

o The Townhouses of Hogg’s Hollow Inc.

o King Towns Inc.

o New Towns at King Towns Inc.

• TCCUBLP owns 100 Class D Special shares of

Urbancorp Holdco Inc.

• Nil - Based on discussions with

the KSV, the Court Appointed

Monitor, there are no funds

available for Mr. Saskin.

6. Unsecured loan

receivable from

TCCUBLP

• TCCUBLP is a CCAA Entity

• book value of loan is $516,781

• Nil – A portion of this amount

was paid to the Proposal

Trustee pursuant to a

settlement. The funds have

been used to fund professional

fees associated with the

Proposal and as at the date of

the filing of the Amended

Proposal approximately

$35,000 remains with the

Proposal Trustee which will

also be utilized to fund ongoing

professional fees.

7. Urbancorp Holdco Inc.

(UHI) • 100 Common Shares - registered owner and voting

trustee on behalf of beneficial owner Doreen Saskin

• Nil

Page 13: Accounting Firm, Audit Firm in Toronto, Hamilton ON ... · 5/13/2019  · • the Urbancorp Group’s accounting records for the period of January 1, 2014 to April 29, 2016, in respect

Notes to Appendix “A”

Note Asset Holdings Estimated Realizable Value

• UHI holds 100% of Urbancorp Inc.

• Principal investments include CCAA1 Entities,

CCAA2 Entities, Urbancorp Power Holdings Inc.,

and Downsview- CCAA Entities

8. Urbancorp Management

Inc. (UMI) • 100 Class A Special shares – no equity interest

(common shares of UMI owned by the Doreen and

Alan Saskin Family Trust)

• Owns 100 Class A Special shares of UHI

• Nil

9. Urbancorp Toronto

Management Inc.

(UTMI)

• UTMI is a CCAA Entity

• Owns 100 Class B Special shares of UHI

• Nil

10. Unsecured loan

receivable from UTMI • UTMI is a CCAA Entity

• Book Value of $2.195 million

• Nil - Based on discussions with

the KSV, the Court Appointed

Monitor, there are no funds

available to pay this unsecured

loan receivable.

11. Urbancorp Renewable

Power Inc. • Non-CCAA Entity

• Manager of geothermal contracts

• Unknown – URPI entitled to a

3% management fee in respect

of the management of the

geothermal systems.

12. Urbancorp (Eastern) Inc.

• Dormant • Nil

13. Urbancorp (Logan) Inc. • Dormant • Nil

Page 14: Accounting Firm, Audit Firm in Toronto, Hamilton ON ... · 5/13/2019  · • the Urbancorp Group’s accounting records for the period of January 1, 2014 to April 29, 2016, in respect

Notes to Appendix “A”

Note Asset Holdings Estimated Realizable Value

14. Urbancorp (National)

Inc. • Dormant

• Nil

15. Urbancorp (Yonge)

Developments Inc. • Dormant • Nil

16. Urbancorp (Downtown)

Developments Inc.

(UDDI)

• Dormant

• $500,000 deposit on a purchase of property which

was expropriated – recovery efforts are subject to

arbitration proceedings before the Ontario Municipal

Board

• Unknown –UDDI is currently

party to litigation which may

result in nominal funds, if any,

being available to Mr. Saskin

after payment of the remaining

claims against UDDI and

ongoing.

17. 2390645 Ontario Inc. • Dormant • Nil

Notice to Reader - In preparing this report, the Proposal Trustee has relied on discussions with Mr. Saskin and his lawyers and

accountants and the review of certain supporting documents provided by these parties. As well the Proposal Trustee has relied

on discussions with KSV. The Proposal Trustee has not audited or verified such information and/or supporting documents for

accuracy, or completeness. Accordingly, the Proposal Trustee expresses no opinion or other form of assurance with respect to

such information.

Page 15: Accounting Firm, Audit Firm in Toronto, Hamilton ON ... · 5/13/2019  · • the Urbancorp Group’s accounting records for the period of January 1, 2014 to April 29, 2016, in respect

APPENDIX “B”

1

As set out in the Report to Creditors on the Amended Proposal the Proposal Trustee has

undertaken a review of:

• the impact, if any, of the reorganization of the Urbancorp Group of companies in 2015 on

the Debtor’s property, assets, or interests;

• the settlement of property into the three discretionary trusts, being The Doreen and Alan

Saskin Family Trust, the A. Saskin Family Trust and the Webster Family Trust;

• the Debtor’s personal tax returns for the years 2011 to 2015;

• the Debtor’s bank account for the period January 1, 2011 to April 30, 2016 and March 1,

2015 to April 30, 2016 RRSP account; and

• the Urbancorp Group’s accounting records for the period of January 1, 2014 to April 29,

2016, in respect of any amounts due and owing and payments made to the Debtor.

The Proposal Trustee’s review included discussions with the Debtor and advisor, legal counsel,

and external accountant. As well, the Proposal Trustee reviewed:

• memos provided by the Debtor’s external accountant;

• the Debtor’s bank statements for the period January 1, 2011 to April 30, 2016;

• the Debtor’s investment (RRSP) account for the period January 1, 2015 to April

30, 2016;

• the Debtor’s tax returns for the years 2011 to 2015;

• the Trust Agreements and relevant general ledger details; and

• the Urbancorp Group’s corporate accounting records.

The Proposal Trustee has not audited or verified such information and/or supporting documents

for accuracy, or completeness. Accordingly, the Proposal Trustee expresses no opinion or other

form of assurance with respect to such information.

A. THE REORGANIZATION OF THE URBANCORP GROUP OF COMPANIES IN

2015

In December 2015, certain companies within the Urbancorp group, owned by Mr. Alan Saskin

and his family members entered into agreements of purchase and sale to sell to Urbancorp Inc. or

its subsidiaries the beneficial interest in certain development projects. Details of the transactions

are summarized below:

Page 16: Accounting Firm, Audit Firm in Toronto, Hamilton ON ... · 5/13/2019  · • the Urbancorp Group’s accounting records for the period of January 1, 2014 to April 29, 2016, in respect

2

I. TCC/Urbancorp (Bay/Stadium) Limited Partnership (“Bay/Stadium LP”)

Ownership:

According to MNP LLP, the current ownership structure of Bay/Stadium LP is:

Registered Owner Beneficial Owner Shares (%)

Limited Partner - Vestaco Investments (Stadium) Inc. Doreen Saskin 99.99

General Partner - Deaja Partner (Stadium) Inc. Alan Saskin 0.01

Transfer Summary:

On December 11, 2015, the following transactions occurred between Bay/Stadium and certain

companies within the Urbancorp group:

Bay/Stadium LP entered into an agreement of purchase and sale to sell to Urbancorp

Cumberland 2 Limited Partnership (“Cumberland 2 LP”) it’s beneficial interest in certain

projects in exchange for 99 Limited Partnership units of Cumberland 2 LP. Bay/Stadium had

previously subscribed for one Limited Partnership unit in Cumberland 2 LP.

Bay/Stadium LP sold its beneficial interest in the following projects:

a) The Curve – unsold residential, parking and locker units;

b) Westside – unsold residential, parking and locker units, including a mortgage recievable

with respect to the Superintendent’s suite; and

c) Edge – unsold residential units, parking and locker units registered in the name of Edge

on Triangle Park Inc. and Edge Residential Inc. and the TMAC space.

Bay/Stadium LP subsequently entered into two additional agreements of purchase and sale as

detailed below:

a) an agreement of purchase and sale with Urbancorp Inc. (“UCI”) to transfer the 100

Limited Partnership units of Cumberland 2 LP to UCI. In return, Bay/Stadium received

100 Class E Special Shares in the capital of UCI; and

b) an agreement of purchase and sale with Urbancorp Holdco Inc. (“UHI”) to transfer the

100 Class E Special Shares in the capital of UCI. In return, Bay/Stadium received 100

Class E Special Shares in the capital of UHI.

Impact on Saskin creditors:

As a result of the issuance of special shares to track any equity associated with these assets, there

appears to be no prejudice to Alan Saskin or his creditors resulting from the above transfer.

Page 17: Accounting Firm, Audit Firm in Toronto, Hamilton ON ... · 5/13/2019  · • the Urbancorp Group’s accounting records for the period of January 1, 2014 to April 29, 2016, in respect

3

II. TCC/Urbancorp (Bay) Limited Partnership (“Bay LP”)

Ownership:

According to MNP LLP, the current ownership structure of Bay LP is:

Registered Owner Beneficial Owner Shares (%)

Limited Partner - Vestaco Investments (Stadium) Inc. Doreen Saskin 20.00

Limited Partner - Alan Saskin Alan Saskin 79.99

General Partner - Deaja Partner (Bay) Inc. Alan Saskin 0.01

Transfer Summary:

On December 11, 2015, the following transactions occurred between Bay LP and certain

companies within the Urbancorp group:

Bay LP entered into an agreement of purchase and sale to sell to Urbancorp Cumberland 1

Limited Partnership (“Cumberland 1 LP”) it’s beneficial interest in certain projects in exchange

for 99 Limited Partnership units of Cumberland 1 LP. Bay LP had previously subscribed for one

Limited Partnership unit in Cumberland 1 LP.

Bay LP sold its beneficial interest in the following projects:

a) Kingsclub – 50% interest;

b) Fuzion – 50% interest;

c) 1071 King Street West – 50% interest;

d) 836 St. Clair West – 40% interest;

e) The Bridge – remaining units;

f) Patricia – school site;

g) Mallow – school site;

h) Bridge Condo Rentals – Kind Residential Inc.;

i) Homes of St. Clair West – 199 Innes/177 Caledonia site; and

j) Ravines on Lawrence – 1780 Lawrence Avenue West Site.

Bay LP subsequently entered into two additional agreements of purchase and sale as detailed

below:

a) an agreement of purchase and sale with UCI to transfer the 100 Limited Partnership units

of Cumberland 1 LP to UCI. In return, Bay LP received 100 Class D Special Shares in

the capital of UCI; and

Page 18: Accounting Firm, Audit Firm in Toronto, Hamilton ON ... · 5/13/2019  · • the Urbancorp Group’s accounting records for the period of January 1, 2014 to April 29, 2016, in respect

4

b) an agreement of purchase and sale with UHI to transfer the 100 Class D Special Shares

in the capital of UCI. In return, Bay LP received 100 Class D Special Shares in the

capital of UHI.

Impact on Saskin creditors:

As a result of the issuance of special shares to track any equity associated with these assets, there

appears to be no prejudice to Alan Saskin or his creditors resulting from the above transfer.

III. Urbancorp Toronto Management Inc. (“UTMI”)

Ownership:

All issued and outstanding shares of UTMI are owned by Alan Saskin.

Transfer Summary:

On December 11, 2015, the following transactions occurred between UTMI and certain

companies within the Urbancorp group:

UTMI entered into an agreement of purchase and sale to sell to UCI the promissory note/loan

receivable in the principal amount of $6,000,000 owing to UTMI from Bay LP in exchange for

100 Class B Special Shares in the capital of UCI.

UTMI subsequently entered into an agreement of purchase and sale to transfer to UHI the 100

Class B Special Shares in the capital of UCI. In return, UTMI received 100 Class B Special

Shares of UHI.

Impact on Saskin creditors:

As a result of the issuance of special shares to track any equity associated with these assets, there

appears to be no prejudice to Alan Saskin or his creditors resulting from the above transfer.

IV. Urbancorp Management Inc. (“UMI”)

Ownership:

All issued and outstanding shares of UMI are owned by the Doreen and Alan Saskin Family

Trust.

Transfer Summary:

On December 11, 2015, the following transactions occurred between UMI and certain companies

within the Urbancorp group:

UMI entered into an agreement of purchase and sale to transfer to Urbancorp Realtyco Inc.

(“Realtyco”) various assets held in certain projects in exchange for the assumption of tenant

Page 19: Accounting Firm, Audit Firm in Toronto, Hamilton ON ... · 5/13/2019  · • the Urbancorp Group’s accounting records for the period of January 1, 2014 to April 29, 2016, in respect

5

deposits and mortgages related to the transferred assets, and issued UMI 90 Common Shares in

Realtyco capital. Upon the incorporation of Realtyco, UMI subscribed for 10 Common Shares.

The following assets were transferred from UMI to Realtyco:

a) Bay LP – promissory note receivable in the principal amount of $2,000,000;

b) Westside – seven residential units and parking and lockers, if any; and

c) Curve – nine residential units and parking and lockers, if any.

UMI subsequently entered into two additional agreements of purchase and sale as detailed

below:

a) an agreement of purchase and sale with UCI to transfer the 100 Common Shares of

Realtyco. In return, UMI received 100 Class A Special Shares in the capital of UCI; and

b) an agreement of purchase and sale with UHI to transfer the 100 Class A Special Shares

in the capital of UCI. In return, UMI received 100 Class A Special Shares in the capital

of UHI.

Impact on Saskin creditors:

As a result of the issuance of special shares to track any equity associated with these assets, there

appears to be no prejudice to Alan Saskin or his creditors resulting from the above transfer.

V. Urbancorp Downsview Park Developments Inc. (“UC Downsview”)

Prior to June 19, 2015, Bay LP (of which Mr. Saskin was, personally, a 79.99% limited partner)

was the beneficial owner of UC Downsview. UC Downsview is the corporate entity that entered

into agreements of purchase and sale to buy lots and blocks in the Stanley Green Community

from Parc Downsview Park Inc. However, the party who completed the closing of the

agreements of purchase and sale was Urbancorp Downsview Homes Inc. (“Downsview

Homes”), a subsidiary of UC Downsview.

UC Downsview holds 51% of the issued and outstanding shares of Downsview Homes and had

sold the remaining 49% of Downsview homes to Mattamy Homes, through Mattamy Downsview

Limited.

The Proposal Trustee understands that at some time prior to June 19, 2015, UC Downsview had

borrowed from Mattamy Homes the sum of $4,500,000 plus interest, in furtherance of the

development of the Downsview project. As security for this loan, UC Downsview had pledged

its 51% shareholding in Downsview Homes. As a result, if the loan could not be repaid, UC

Downsview and Bay LP would lose any interest they had in Downsview Homes.

In order to repay this loan to Mattamy Homes, UC Downsview requested that UCI use monies

from the proceeds of the contemplated bond issue to do so.

Page 20: Accounting Firm, Audit Firm in Toronto, Hamilton ON ... · 5/13/2019  · • the Urbancorp Group’s accounting records for the period of January 1, 2014 to April 29, 2016, in respect

6

As a result, on June 19, 2015, UC Downsview, Bay LP, and UCI entered into an agreement

whereby UCI assumed both the Mattamy Homes loan and the right, title, and interest to any

shares of Downsview Homes owned by UC Downsview.

Impact on Saskin creditors:

While this transaction pre-dated the overall Urbancorp reorganization, it has most of the essential

features described above. However, instead of being transferred to a limited partnership

ultimately owned by UCI, the interest in UC Downsview was assumed by UCI directly. Also

different is that no special shares in the capital of UCI, which would have tracked any equity

associated with the UC Downsview project, were transferred to Bay LP.

The assessment of the impact of this transaction on Mr. Saskin’s creditors is difficult. That

special shares in the capital for UCI were not transferred to Bay LP is not determinative. This

transfer is unlike the transfers of beneficial ownership leading to the creations of Cumberland 1

LP and Cumberland 2 LP, in which beneficial ownership was transferred but an equity position

maintained by the special shares left Mr. Saskin’s creditors in the same position they were prior

to the transfer. In this case, consideration was given to Bay LP for the transfer of the 51%

interest in Downsview Homes by virtue of the assumption of a $4,500,000 (plus interest) loan

obligation to Mattamy. In light of the above, the Proposal Trustee cannot effectively conclude

that the impact of the transaction on Mr. Saskin’s creditors is negative as many of these creditors

became Mr. Saskin’s personal creditors as a results of assumptions of corporate obligations by

Alan Saskin personally and the granting of enhanced (equity) returns to such creditors from

projects within the Urbancorp Group. Such transactions would appear to have been executed

among willing counterparties. It would appear that the greatest effect of the transfer was to

facilitate UCI’s ability to raise debt along the same lines that Mr. Saskin took on such corporate

obligations in favour of the original corporate debtors.

B. THE WEBSTER FAMILY TRUST, THE A. SASKIN FAMILY TRUST AND THE

DOREEN AND ALAN SASKIN FAMILY TRUST

The Proposal Trustee has been advised of three family trusts being:

1. The Webster Family Trust (the “Webster Trust”)

The Webster Family Trust was settled pursuant to a trust deed dated October 1, 2011.

The settlor of the trust was Ben Saskin, and Alan Saskin was named trustee of the trust.

The beneficiaries of this trust are Doreen Saskin, and each of the children, grandchildren,

and remoter issue of Alan and Doreen Saskin. The Debtor advises that the Webster Trust

was created to own the shares of Urbancorp Power Holdings Inc. (“UPHI”). UPHI has

three subsidiaries which own geothermal assets in condominium projects (Vestaco

Homes Inc.,Vestaco Investments Inc., and 228 Queens Quay West Limited). In

Page 21: Accounting Firm, Audit Firm in Toronto, Hamilton ON ... · 5/13/2019  · • the Urbancorp Group’s accounting records for the period of January 1, 2014 to April 29, 2016, in respect

7

December, 2015, all shares of UPHI were transferred to Urbancorp Holdco Inc. in

exchange for 100 Class C Special Shares of Urbancorp Holdco Inc.

The Proposal Trustee has been advised that in addition to owning the holdings set out

above, the Webster Trust is the only trust that has cash deposits into it and withdrawals

from it. The Proposal Trustee has reviewed the general ledger of the Webster Trust for

the period January 1, 2011 to January 28, 2016, being the last date the general ledger was

updated, and a summary of activity for the period is provided below:

2. The A. Saskin Family Trust

The A. Saskin Family Trust was settled pursuant to a trust agreement dated April 3, 1998.

The settlor of the trust was Ben Saskin. Doreen Saskin and Ted Saskin are appointed

trustees pursuant to the deed. The beneficiaries of the trust are the children of Alan and

Doreen Saskin, and any grandchildren they may have. The Debtor advises that this trust

has no assets, and that no trust returns have been filed for at least the last ten years.

3. The Doreen and Alan Saskin Family Trust

The Doreen and Alan Saskin Family Trust was settled pursuant to a trust agreement dated

November 10, 1987. The settlor of the trust was Ben Saskin. The trust agreement named

Alan Saskin, Theodore Saskin, and Doreen Saskin the trustees of the trust. The

beneficiaries of the trust are the spouse (including widow) of Alan Saskin, and the

children of Alan Saskin, including their spouses (and widows/widowers). The Debtor has

advised that the trust corpus consists of the common shares of Urbancorp Management

Inc. The Debtor has further advised that no property has been transferred out of this trust.

The Debtor has also advised that no tax returns have been filed in the last five years as no

income was earned, and no distributions have been made.

Receipts

Amount

($ '000)

Deposit from UMI on November 13, 2011 2,500

Total 2,500

Payments

Various withdrawal transactions during 2011 and 2012 for the benefit of certain

family members of the Debtor

810

Wire transfer to the Debtor’s personal bank account on January 17, 2012 300

RRSP contribution on behalf of the Debtor in 2012 140

Wire transfers to Urbancorp Management Inc. 1,200

Unknown 50

Total Payments 2,500

Page 22: Accounting Firm, Audit Firm in Toronto, Hamilton ON ... · 5/13/2019  · • the Urbancorp Group’s accounting records for the period of January 1, 2014 to April 29, 2016, in respect

8

C. PERSONAL TAX RETURNS

The Proposal Trustee has reviewed the Debtor’s 2011 to 2015 personal tax returns. The sources

of income, losses and deductions reported on the tax returns are summarized in the table below:

Attached as Exhibit “1” are the details of the information reported on the Debtor’s personal tax

returns. Based on discussions with the Debtor’s accountant, the Proposal Trustee has been

advised that the income reflected in the Debtor’s returns does not equate to cash received by the

Debtor and was structured in this manner for tax planning purposes.

D. BANK AND RRSP ACCOUNTS

The Proposal Trustee has reviewed the Debtor’s bank 2011 to April 2016 bank account

statements and notes that deposits, transfers and credit memos over the period totalled

approximately $5.7 million. A summary by calendar year is set out below:

The Proposal Trustee undertook a review of the Urbancorp Group’s records in order to attempt

to identify the source of cash receipts for any amount of $100,000 or greater. Details of the

Proposal Trustee’s investigation is summarized below:

2015 2014 2013 2012 2011

Partnership Income (losses) - 978,661 - - ( 785,952)

T2125 Summary - ( 590,561) 1,000,000 4,249,763 499,763

Rental Income - - - 176,000 -

Self Employment Income (losses) ( 3,018,912) ( 590,561) 11,792,705 539,937 ( 5,379,682)

Taxable Capital Gains - ( 82,456) - 1,500,000 2,382

RRSP - - 140,000 - -

Losses of other years - - ( 11,497,123) ( 2,067,258) -

Taxes Payable - 164,191 54,942 48,120 -

2011 2012 2013 2014 2015 2016 Total

Total deposits 51,249.25 1,214,334.42 1,296,652.41 1,801,795.34 113,636.74 9,902.05 4,487,570.21

Total internet banking transfers 22,000.00 107,000.00 337,500.00 132,500.00 122,700.00 15,000.00 736,700.00

Total credit memos 327,100.00 56,587.64 24,000.00 56,245.86 463,933.50

-

Total 73,249.25 1,648,434.42 1,690,740.05 1,934,295.34 260,336.74 81,147.91 5,688,203.71

Date Source Amount

30-Jan-12 Webster Family Trust $300,000

27-Dec-12 Urbancorp Toronto Management Inc. $1,000,000

04-Dec-13 Urbancorp Toronto Management Inc. $500,000

05-Dec-13 Urbancorp Toronto Management Inc. $350,000

06-Dec-13 Urbancorp Toronto Management Inc. $250,000

30-May-14 Urbancorp Toronto Management Inc. $130,000

23-Jun-14 2234672 Ont. Ltd.(Cooltech) $500,000

23-Sep-14 Unknown $1,000,000

Total $4,030,000

Page 23: Accounting Firm, Audit Firm in Toronto, Hamilton ON ... · 5/13/2019  · • the Urbancorp Group’s accounting records for the period of January 1, 2014 to April 29, 2016, in respect

9

As detailed in the section below, the $1 million payment dated September 23, 2014 appears to

have been subsequently advanced to UTMI. The Proposal Trustee has inquired with the Debtor

as to the source of this unknown deposit and will further report to the creditors as the information

becomes available.

The Proposal Trustee identified payment transactions of $100,000 or greater over the same

period which total $3.78 million and are detailed below:

As noted above, many of the payments have been issued to companies within the Urbancorp

Group. The Proposal Trustee has inquired with the Debtor as to the payees of the unknown

payments and will further report to the creditors as the information becomes available.

In addition to the locked in RRSP reflected on the Debtor’s statement of affairs, the Proposal

Trustee was advised of a self-directed RRSP account. The Proposal Trustee was provided with

the Debtor’s March 1, 2015 to April 2016 self-directed RRSP account statements which reflect a

balance of $382,279.52 as at February 29, 2016 (including a $50,000 contribution in February

2016). This RRSP account was liquidated prior to the NOI filing, and the proceeds used for

taxes and legal services.

E. URBANCORP GROUP OF COMPANIES’ ACCOUNTING SYSTEMS AND

ACCOUNTING ENTRIES

The Proposal Trustee undertook a review of the Urbancorp Group’s accounting systems and

accounting entries for the period of January 1, 2014 to April 29, 2016 and notes the following

transactions in respect of the Debtor:

1. Payment referred to above to the Debtor for $130,000 which was deposited to the Debtor’s

personal bank account;

2. A payment for an amount less than the $100,000 threshold referred to in Section F totalling

approximately $73,000;

3. Identifiable payments to third parties totalling approximately $253,578 made of behalf of the

Debtor in respect of car payments, tax obligations, and like amounts.

Date Payee Amount

13-Feb-12 Unknown $300,000.00

04-Jan-13 Urbancorp Toronto Management Inc. $1,000,000.00

28-Jan-14 Urbancorp Toronto Management Inc. $500,000.00

04-Feb-14 Unknown $100,000.00

03-Mar-14 Unknown $100,000.00

06-Mar-14 Unknown $150,000.00

02-Jun-14 Receiver General $130,000.00

27-Jun-14 TCC/Urbancorp (Bay/Stadium) $500,000.00

25-Sep-14 Urbancorp Toronto Management Inc. $1,000,000.00

Total $3,780,000.00

Page 24: Accounting Firm, Audit Firm in Toronto, Hamilton ON ... · 5/13/2019  · • the Urbancorp Group’s accounting records for the period of January 1, 2014 to April 29, 2016, in respect

10

The Proposal Trustee notes that the records of UMI (an entity owned by the Doreen and Alan

Saskin Family Trust) contain an account referred to as “director – A. Saskin” which reflect

multiple disbursements in respect of which the detail is not sufficient to determine if additional

payments were made on behalf of the Debtor, and the implication, if any, of these disbursements.

Page 25: Accounting Firm, Audit Firm in Toronto, Hamilton ON ... · 5/13/2019  · • the Urbancorp Group’s accounting records for the period of January 1, 2014 to April 29, 2016, in respect

Exhibit 1

Page 26: Accounting Firm, Audit Firm in Toronto, Hamilton ON ... · 5/13/2019  · • the Urbancorp Group’s accounting records for the period of January 1, 2014 to April 29, 2016, in respect

URBANCORPPERSONAL TAX INFORMATIONDECEMBER 31, 2015

Box 118 Box 104 Box 128

NOMINEE CORPORATIONS Issued byGross business

income

Gain on Forgiveness of

Debt Business IncomeLP business

income Capital GainsInterest from CND Sources Total income

Deeja Partner (Bay) inc. Bay LP (11,988,973.00) - (4,257,239.40) - - Deeja Partner (Stadium) Bay/Stadium LP 1,959,331.00 612,986.58 - Alan Saskin Stadium Road LP (216,504.00) 626,765.00 - ALAN SASKIN (10,029,642.00) - (3,017,487.82) - - - (3,017,487.82)

(3,017,487.82) Accounting fees (1,423.80)

(3,018,911.62)

Share of incomeBox 116 (details)

Page 27: Accounting Firm, Audit Firm in Toronto, Hamilton ON ... · 5/13/2019  · • the Urbancorp Group’s accounting records for the period of January 1, 2014 to April 29, 2016, in respect

URBANCORPPERSONAL TAX INFORMATIONDECEMBER 31, 2014

Box 118 Box 104 Box 128

NOMINEE CORPORATIONS Issued byGross business

income

Gain on Forgiveness of

Debt Business IncomeLP business

income Capital GainsInterest from CND Sources Total income

TCC/Urbancorp (King West) Limited Partnership - 453,173.43 500,326.00 - (168,637.00) - TCC/Urbancorp (Metro) Limited Partnership - 545,542.00 539,219.00 - TCC/Urbancorp (Stadium Road) Limited Partnership (12,038.00) (626,179.00) - Urbancorp Avondale Inc. - - Urbancorp Avondale II Inc. - - Deeja Partner (Riviera) Inc. Landmark Riviera LP - - Urbancorp Equity Limited Urbanccorp Equity LP - 401,392.09 396,417.60 - 3,725.70 - Deeja Partner (Bay) inc. Bay LP 885,715.00 - - - - Deeja Partner (Stadium) Bay/Stadium LP 48,369,084.00 - Alan Saskin Bay LP 978,660.89 - Urbancorp King West Limited - Urbancorp Equity Limited Partner Inc. -

Urbancorp Master Partner Inc. - dissolvedUrbancorp Partner Strachan - dissovled (2007)Urbancorp Metro II - dissolved (2007)Deeja Partner (Stadium) Inc. - dissolved (2007)ALAN SASKIN 49,242,761.00 1,400,107.52 809,783.60 978,660.89 (164,911.30) - 1,623,533.19

(590,323.92) Accounting fees (237.30)

(590,561.22)

Share of incomeBox 116 (details)

Page 28: Accounting Firm, Audit Firm in Toronto, Hamilton ON ... · 5/13/2019  · • the Urbancorp Group’s accounting records for the period of January 1, 2014 to April 29, 2016, in respect

URBANCORPPERSONAL TAX INFORMATIONDECEMBER 31, 2013

Box 118 Box 104 Box 128

NOMINEE CORPORATIONS Issued byGross business

income

Gain on Forgiveness of

Debt Business IncomeLP business

income Capital GainsInterest from CND Sources Total income

TCC/Urbancorp (King West) Limited Partnership - - (1,417.50) - - - TCC/Urbancorp (Metro) Limited Partnership - - (1,102.50) - - - TCC/Urbancorp (Stadium Road) Limited Partnership - - (1,564,510.00) - - - Urbancorp Avondale Inc. - - - - - - Urbancorp Avondale II Inc. - - nil - - - Deeja Partner (Riviera) Inc. Landmark Riviera LP - - (56,009.75) - - - Urbancorp Equity Limited Urbanccorp Equity LP - - (13,374.61) - - - Deeja Partner (Bay) inc. Bay LP 24,275,839.52 9,122,870.00 - - - Deeja Partner (Stadium) Bay/Stadium LP 675,445.00 - (1,134,346.72) - - - Alan Saskin Bay LP 11,816,369.05 - 4,440,596.00 - - Urbancorp King West Limited - - - - - Urbancorp Equity Limited Partner Inc. -

Urbancorp Master Partner Inc. - dissolvedUrbancorp Partner Strachan - dissovled (2007)Urbancorp Metro II - dissolved (2007)Deeja Partner (Stadium) Inc. - dissolved (2007)ALAN SASKIN 36,767,653.57 - 6,352,108.92 4,440,596.00 - - 10,792,704.92

10,792,704.92 Mgmt fees 1,000,000.00

11,792,704.92

Box 116 (details)Share of income

Page 29: Accounting Firm, Audit Firm in Toronto, Hamilton ON ... · 5/13/2019  · • the Urbancorp Group’s accounting records for the period of January 1, 2014 to April 29, 2016, in respect

URBANCORPPERSONAL TAX INFORMATIONDECEMBER 31, 2012

Box 34 Box 35 - net Box 22 Box 50

NOMINEE CORPORATIONS Gross Income Business Income Gain on Forgiveness of

Debt Business IncomeLP business

income Capital Gains

Interest from CND

SourcesUrbancorp Partner (King West) Inc. (1,418.00) Urbancorp Partner (Metro) Inc. - (1,103.00) Urbancorp Master Partner (Stadium Road) 23,854,755.00 (271,614.00) Urbancorp Avondale Inc. - Deeja Partner (Riviera) Inc. - (0.85) Urbancorp Equity Limited (2,004.07) Deeja Partner (Bay) inc. Bay LP 309,056.00 (7,298,880.00) Deeja Partner (Stadium) Bay Stadium 101,683,012.66 3,865,194.00 Alan Saskin (Bay) Inc. Bay LP 309,056.00 - Urbancorp Master Partner (S Side) Inc.Urbancorp King West Limited - - Urbancorp Equity Limited Partner Inc. -

Urbancorp Master Partner Inc. - dissolvedUrbancorp Partner Strachan - dissovled (2007)Urbancorp Metro II - dissolved (2007)Deeja Partner (Stadium) Inc. - dissolved (2007)

Total Income 126,155,879.66 - (3,709,825.92) - - Mgmt fee income 4,250,000.00 Accounting fees (237.30)

Box 35 details

Page 30: Accounting Firm, Audit Firm in Toronto, Hamilton ON ... · 5/13/2019  · • the Urbancorp Group’s accounting records for the period of January 1, 2014 to April 29, 2016, in respect

URBANCORPPERSONAL TAX INFORMATIONDECEMBER 31, 2011

Box 34 Box 35 - net Box 22 box 50

NOMINEE CORPORATIONS Gross Income Business Income Gain on Forgiveness of

Debt Business IncomeLP business

income Capital Gains

Interest from CND

SourcesUrbancorp Partner (King West) Inc. (1,497.66) Urbancorp Partner (Metro) Inc. 320.00 (2,352.00) Urbancorp Master Partner (Stadium Road) 28,256.32 (7,348.00) Urbancorp Avondale Inc. (0.08) Deeja Partner (Riviera) Inc. 1,077.10 (0.06) Urbancorp Equity Limited Deeja Partner (Bay) inc. Bay LP 44,450.00 (1,823,990.00) Deeja Partner (Stadium) Bay Stadium 1,289,856.00 (4,042,562.00) 4,763.16 Alan Saskin (Bay) Inc. Bay LP 44,450.00 (785,952.00) Urbancorp Master Partner (S Side) Inc.Urbancorp King West Limited 1,022.34 - Urbancorp Equity Limited Partner Inc. (1,694.99)

Urbancorp Master Partner Inc. - dissolvedUrbancorp Partner Strachan - dissovled (2007)Urbancorp Metro II - dissolved (2007)Deeja Partner (Stadium) Inc. - dissolved (2007)

Total Income 1,409,431.76 - (5,879,444.79) 4,763.16 - Management fee 500,000.00

(5,379,444.79)

Alan (785,952.00)

Box 35 details