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2007 annual report aveiro investment corp. - First West Properties

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additional fi nancing on satisfactory terms. If additional fi nancing<br />

is raised by the issuance of securities, control of Aveiro may<br />

change and owners may suffer additional dilution. If Aveiro is<br />

unable to successfully secure adequate or satisfactory fi nancing<br />

as required, Aveiro’s ability to implement its business plan could<br />

be seriously and adversely affected.<br />

Risks Relating to Taxation and Reassessment<br />

Aveiro may be subject to certain provisions of the Income Tax Act<br />

(Canada) and applicable provincial income tax legislation relating<br />

to characterization of costs incurred in its business which affects<br />

whether such costs are deductible and, if deductible, the rate<br />

at which they may be deducted for the purposes of calculating<br />

taxable income. Aveiro has reviewed its income tax returns and<br />

has found no basis for change or amendment. Aveiro has fi led all<br />

required income tax returns and believes that it has complied fully<br />

with the provisions of the Income Tax Act (Canada) and applicable<br />

provincial income tax legislation, but such returns are subject to<br />

review and reassessment. Aveiro may potentially be subject to a<br />

higher than expected past or future tax liability as well as interest<br />

and penalties in the event of a successful reassessment of Aveiro,<br />

and such amount could be material.<br />

Potential Conflicts of Interest<br />

Aveiro may be subject to various confl icts of interest because of<br />

the fact that the directors and executive management, and their<br />

associates, and the manager of Aveiro, True North Strategy Corp.,<br />

are engaged in a wide range of real estate and other business<br />

activities. Aveiro may become involved in transactions which<br />

confl ict with the interests of the foregoing.<br />

The directors, executive management and their associates or<br />

affi liates and the manager of Aveiro, True North Strategy Corp.,<br />

may from time to time deal with persons, fi rms, institutions or<br />

<strong>corp</strong>orations with which Aveiro may be dealing, or which may<br />

be seeking <strong>investment</strong>s similar to those desired by Aveiro. The<br />

26 | Aveiro Investment Corp. | <strong>2007</strong> Annual Report<br />

interests of these persons could confl ict with those of Aveiro. In<br />

addition, from time to time, these persons may be competing with<br />

Aveiro for available <strong>investment</strong> opportunities.<br />

John Mackay and Harold Kunik, directors and offi cers of Aveiro,<br />

each own 50% of True North Strategy Corp., which provides<br />

strategic management services to Aveiro. (See “Results of<br />

Operations - Expenses”).<br />

CRITICAL ACCOUNTING ESTIMATES<br />

The preparation of fi nancial statements in accordance with<br />

Canadian generally accepted accounting principles requires<br />

management to make estimates and assumptions that affect<br />

the <strong>report</strong>ed amount of assets and liabilities and disclosure<br />

of contingent assets and liabilities at the date of the fi nancial<br />

statements and the <strong>report</strong>ed amounts of revenues and expenses<br />

during the period then ended. Actual results could differ<br />

from those estimates. Signifi cant areas requiring the use of<br />

management estimates include assessing the recoverability of<br />

income producing properties and property held for development.<br />

Accounting standard setters have determined that the use of the<br />

Black-Scholes or a customized lattice option pricing model will<br />

provide a reasonable estimate of the fair value of options granted<br />

by an enterprise. The Company has selected the Black-Scholes<br />

model as appropriate for its circumstances. The factors used in<br />

the Black-Scholes calculation are a signifi cant estimate. See<br />

“Results of Operations – Expenses”.

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