GINSMS Inc.
TSX VENTURE : GOK

GINSMS Inc.

May 16, 2016 17:00 ET

GINSMS Restates Interim Report for Q2 2015 and Revised MD&As for Q2 2015 and the Financial Year Ended December 31, 2015 and Updates Previous Press Releases

CALGARY, ALBERTA--(Marketwired - May 16, 2016) - GINSMS Inc. (TSX VENTURE:GOK) (the "Corporation") announced today that it is proceeding with a refilling of its MD&A and press release and a refilling and a restatement of its interim financial statements for the six-month period ended September 30, 2015. The Corporation is also refilling an amended MD&A and press release for the nine months ended, December 31, 2015.

The amendments and refillings follows comments received by the Alberta Securities Commission ("ASC") under its continuous disclosure review program. Material changes made to the documents refiled or restated are as follows:

With respect to the MD&A for the six-month period ended September 30, 2015:

  • The corporate chart on page 3 was amended;

  • An explanation how the Corporation generate revenues in its messaging business is now provided on page 4;

  • Specific location of the source for the Jupiter Research is now provided on page 4;

  • A description of each entity forming part of the Software Product Services business segment together with each entity's source of revenues and details of elements making up its cost of sales is now provided on pages 5 to 6;

  • Additional details are now provided on pages 6 and 7 with respect to Inphosoft Group Pte Ltd's business and operations;

  • Additional details divided by business segments are now provided concerning the Corporation's revenues and cost of sales;

  • The discussion on the Corporation's gross margin and operating expenses and finance costs has now been expanded;

  • A discussion on the effect of foreign exchange loss on net loss has been added at page 15; and

  • Additional details are now provided under the sections titled "Accounts receivable and other", "Accounts payable and accrued liabilities", and "Loans from Related Parties" and "Transactions with Related Parties";

  • Finally, a new risk factors section spelling out the Corporation's risk factors has been added to the interim MD&A.

With respect to the November 11, 2015 press release for six-month period ended September 30, 2015:

  • Specific reference including the title of the research paper relied upon as a source of the market size for the A2P messaging business is now provided; and

  • The material factors and assumptions used to develop the financial outlook of the Corporation are now described under the heading "Outlook".

With respect to the restated interim financial statements for the six-month period ended September 30, 2015:

  • A new line item was added in the Condensed Interim Consolidated Statements of Financial Position to show advance from a related party;

  • The amounts shown under the line item "Accounts payable and accrued liabilities" and under the line item "Net cash used in operating activities" in the Condensed Interim Consolidated Statements of Cash Flows were modified;

  • Two news line items were added under "Financing activities" in the Condensed Interim Consolidated Statements of Cash Flows;

  • The amounts shown under the line item "Net cash from financing activities" in the Condensed Interim Consolidated Statements of Cash Flows were modified;

  • The amounts indicated in note 11 for "Accounts payable" and "Total" as of September 30, 2015 were modified;

  • Note 12 dealing with related parties and advance from a related party was modified to add the new line item "Advance from a related party" and additional details concerning the advance of the Corporation Chief Executive Officer were given in the last paragraph of the descriptive under the table; and

  • Other changes were made to notes 16 (Related party transactions), 17 (Financial risk management) with respect to the information in the table summarizing the accounts receivable overdue and the financial liability resulting from the Corporation Chief Executive Officer advance to the Corporation.

With respect to the MD&A for the nine months ended December 31, 2015:

  • Specific location of the source for the Jupiter Research is now provided on page 4;

  • A description of each entity forming part of the Software Product Services business segment together with each entity's source of revenues and details of elements making up its cost of sales is now provided on pages 5 to 6;

  • Additional details are now provided on pages 6 and 7 with respect to Inphosoft Group Pte Ltd's business and operations;

  • Additional details divided by business segments are now provided concerning the Corporation's revenues and cost of sales;

  • The discussion on the Corporation's gross margin and operating expenses and finance costs has now been expanded; and

  • Additional details are now provided under the section titled "Transactions with Related Parties";

With respect to the March 30, 2016 press release for the nine months ended December 31, 2015:

  • Change were made to the forward looking information assumption.

The Chief Executive Officer of the Corporation has authorized this press release. The ASC indicated in the last communication it sent to the Corporation that it would remove it from its default issuer list upon completion of the required refiling. The Corporation has now completed all of required refiling identified by the ASC.

About GINSMS

GINSMS is a mobile technology and services company focusing on 2 areas namely cloud-based application-to-peer ("A2P") messaging service and Software Products & Services. GINSMS operates a cloud-based A2P messaging service that allows the termination of SMS to mobile subscribers of more than 200 mobile operators globally. GINSMS also develops and distribute innovative software products and services for mobile operators and enterprises and have successfully deployed more than 100 solutions worldwide. GINSMS has offices in China, Singapore, Hong Kong, Malaysia and Indonesia.

Forward-Looking Statements

Certain information included in this press release may contain forward-looking statements. Forward-looking statements generally can be identified by the use of forward-looking terminology such as "may", "could", "will", "expect", "intend", "estimate", "anticipate", "believe", or "continue" or the negative thereof or variations thereon or similar terminology. These statements are not historical facts, but reflect management's current beliefs and are based on information currently available to management regarding future results and events. Particularly, these forward-looking statements are based on management's estimate of future events based on technological advances relating to the Company's services, current market conditions and past experiences of management in relation to how certain contracts will affect revenues. Forward-looking statements, by their very nature, involve significant risks, uncertainties and assumptions.

A number of factors could cause actual results to differ materially from the results discussed in the forward-looking statements, including, but not limited to dependence on major customers, system failures, delays and other problems, increasing competition, security and privacy breaches, dependence on third-party software and equipment, adequacy of network reliance, network diversity and backup systems, loss of significant information, insurance coverage, capacity limits, rapid technology changes, market acceptance, decline in volume of attractions, retention of key members of the management team, success of expansion into Chinese and other Asian markets, credit risk, consolidation of existing customers, dependence on required licenses, economy and politics in countries where the Company operates, conflicts of interest and residency of directors and officers. Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. Although the forward-looking statements contained herein are based upon what management believes to be reasonable assumptions, the Company cannot assure the reader that actual results will be consistent with these forward-looking statements.

In particular, forward-looking statements include the following assumptions:

  • Management's belief that the availability of 3G/4G services in China and the rest of the world will continue to create demand for the Company's software products and services.

  • Management's belief that the future growth in messaging is in the area of application-to-person ("A2P") messaging and the Company's investment in this area will create a viable and profitable business in the future.

  • Management's belief that the Company is able to generate sufficient amounts of cash through operations and financing activities to fulfil the working capital requirements of its present operations.

These forward-looking statements are made as of the date of this press release and the Company assumes no obligation to update or revise them to reflect new events or circumstances except as may be required by law. Accordingly, readers should not place undue reliance on the forward-looking statements. All forward-looking statements contained in this press release are qualified by this cautionary statement.

NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.

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