Jetcom Inc.
TSX VENTURE : JTM

Jetcom Inc.

August 18, 2008 14:54 ET

Jetcom Inc. Files Restated 2005, 2006, 2007 and Interim 2008 Financial Statements, and Amended Management Discussion and Analysis

TORONTO, ONTARIO--(Marketwire - Aug. 18, 2008) - Jetcom Inc. (the "Company") (TSX VENTURE:JTM) announced today that the Ontario Securities Commission (OSC) has completed its continuous disclosure review of the company and of its financial statements for the periods up to and including March 31, 2008. The Company has now restated its 2005, 2006 and 2007 annual financial statements, and its interim statements for the period ended March 31, 2008, and has filed those restated financial statements together with its revised Management Discussion & Analysis. Copies of these documents have been posted to www.sedar.com.

The financial statements were restated to address prior period errors (See "Change in Accounting Policies including Initial Adoption" and "Amendments to Financial Statements and MD&A - Prior Period Errors" below) and have been presented as a three year comparative (2005, 2006, and 2007).

The MD&A was revised to reflect the changes to the financial statements, and to expand and rectify the overall presentation and disclosure contained therein.

Change in Accounting Policies including Initial Adoption

(a) Financial Instruments

Effective January 1, 2006, the Company adopted the new recommendations of The Canadian Institute of Chartered Accountants' ("CICA") Handbook Section 1530, Comprehensive Income; Section 3251, Equity; Section 3855, Financial Instruments - Recognition and Measurement; and Section 3865, Hedges, retroactively without restatement. These new Handbook Sections, which apply to fiscal years beginning on or after October 1, 2006, provide requirements for the recognition and measurement of financial instruments and on the use of hedge accounting. Section 1530 establishes standards for reporting and presenting comprehensive income, which is defined as the change in equity from transactions and other events from non-owner sources. Other comprehensive income refers to items recognized in comprehensive income that are excluded from net income calculated in accordance with generally accepted accounting principles. Under the new standards, policies followed for periods prior to the effective date generally are not reversed and therefore, the comparative figures have not been restated. The adoption of these Handbook Sections had no impact on opening deficit.

Under Section 3855, financial instruments must be classified into one of these five categories: held-for-trading, held-to-maturity, loans and receivables, available-for-sale financial assets or other financial liabilities. All financial instruments, including derivatives, are measured in the balance sheet at fair value except for loans and receivables, held-to maturity investments and other financial liabilities which are measured at amortized cost. Subsequent measurement and changes in fair value will depend on their initial classification, as follows: held-for-trading financial assets are measured at fair value and changes in fair value are recognized in net income; available-for-sale financial instruments are measured at fair value with changes in fair value recorded in other comprehensive income until the investment is derecognized or impaired at which time the amounts would be recorded in net income.

Upon adoption of these new standards, the Company designated its cash and cash equivalents as held-for-trading, which are measured at fair value. Accounts receivable are classified as loans and receivables, which are measured at amortized cost. Accounts payable, accrued liabilities and debenture, are classified as other financial liabilities. The Company had neither available-for-sale, nor held-to-maturity instruments during the year ended December 31, 2007.

The Company had no "other comprehensive income or loss" transactions during the year ended December 31, 2007 and no opening or closing balances for accumulated other comprehensive income or loss.

The Company reviewed significant contracts entered into on or after January 1, 2003 and determined that there were no significant embedded derivatives or non-financial derivatives that require separate fair value recognition on the consolidated balance sheet.

(b) Non-monetary Transactions

Effective January 1, 2006, the Company adopted the new recommendations of The Canadian Institute of Chartered Accountants' ("CICA") Handbook Section 3831, Non-monetary Transactions prospectively. This standard requires all non-monetary transaction be measured at their fair value unless they meet one of the four criteria. Commercial substance replaces culmination of the earnings process as the test for fair value measurement. A transaction has commercial substance if it causes an identifiable and measurable change in the economic circumstances of the entity. The adoption of this standard had no impact on the Company's consolidated financial statements.

(c) Correction of Errors in Prior Period Financial Statements

The company stated that in 2005 there was a change its accounting policy with respect to Netstar Networks Inc. from being consolidated to being recorded on a cost basis due to a share transaction in Netstar Networks Inc. that resulted in Jetcom Inc. holding less than 10% of the stock of the former consolidated subsidiary. The errors that were made were as follows:

Jetcom Inc. made an error back in the 2003 financial statements (upon acquisition of Netstar) by consolidating Netstar Networks Inc. instead of recording its interest at cost. As at year end 2003, Jetcom had held shares entitling it to 80% of distributions to shareholders, but which represented less than 10% of the voting shares in Netstar Networks Inc. As a result the following amounts of Netstar Networks expenses were consolidated with Jetcom Inc. in error (2005 - $1,144,547 ), (2004 - $1,642,094 ) and (2003 - $NIL) for a total of $2,786,641.

The original correction of the error was recorded as a gain on the income statement in the 2005 financial statement representing the expenses consolidated in error, however in 2007 it became clear that the treatment of this correction was in fact incorrect itself. The revised 2005 financial statements reflect the reversal of the gain of $2,786,641 and an adjustment to the retained earnings representing the correction of an error in the same amount. That error being, the incorrect consolidation/inclusion of Netstar expenses in the consolidated financial statements of Jetcom Inc. In addition, this also resulted in a correction in the earning per share calculation from $0.04 per share to ($0.04) per share.

Therefore in the revised financial statements, we have corrected this error with the following adjustment 1) reversing the gain recorded in error in the 2005 statement of operations, and 2) adding back the sum of Netstar expenses claimed in the consolidated entity from 2003 to 2005 as an error adjustment in the 2005 statement of retained earnings. As per CICA Handbook Section 1506.05(c) ... "Such errors include the effects of mathematical mistakes, mistakes in applying accounting policies, oversights or misinterpretations of facts, and fraud." CICA HB Section 1506.42 ... "An entity shall correct material prior period errors retrospectively in the first set of financial statements completed after their discovery by: (a) restating the comparative amounts for the prior period(s) presented in which the error occurred; or (b) if the error occurred before the earliest prior period presented, restating the opening balances of assets, liabilities and equity for the earliest prior period presented."

(d) Netstar Networks Inc. and Online Hearing Inc.

With the benefit of hindsight, for the year ended December 31, 2006, management decided to write off Jetcom's investments in Online Hearing Inc. and in Netstar Networks Inc. (related companies to Jetcom as they all share a common president and director) after determining that the company will receive no future benefit from these investments and that the related companies themselves have a nominal value.



The change reflected was as follows:

2006 2005
--------- ---------
Investment in Online Hearing Inc. - $ 120,000
Investment in Netstar Networks Inc. - $ 60,000
--------- ---------

- $180,000
--------- ---------
--------- ---------


Factors such as continued economic growth in the 2004 - 2006 years, led management to believe it would be able to develop and expand these investments in 2004, 2005. However, in the fiscal year 2006, management's direction changed as well did the opinion on the future recovery and/or benefit of the investments.

In 2005, Online Hearing had become a holding company, holding shares in a US company that we thought had a reasonable opportunity to commercialize the hearing technology and to generate some liquidity for shareholders. Consequently, we had adopted a wait and see approach to the value of our investment. By the time of our 2006 year end financials, we had observed negative market trends in the over the counter US micro cap markets, and no longer believed that a timely return in Online Hearing would be achieved. Consequently, we wrote down our investment to zero in 2006.

In 2005, Netstar had been seeking to build an online sales channel for a new VOIP product line and had sought to take a piece of the rural dial-up internet market. Consequently, we had adopted a wait and see approach to the value of our investment. These markets proved more difficult to master, with extensive online fraud and chargebacks, substantially different from what we would have expected. By the time of our 2006 year end financials, we had observed negative market trends in the over the counter US micro cap markets, and no longer believed that a timely return in Netstar would be achieved. Consequently, we wrote down our investment to zero in 2006.

Amendments to Financial Statements and MD&A - Prior Period Errors.

The Company has restated its Financial Statements and its Management Discussion & Analysis reporting for the fiscal years 2005 and 2006 and 2007, and interim 2008. A new section has been added to the Financial Statements entitled "Prior Period Errors", which sets out the errors that were made, and the actions taken to rectify those errors. These restatements and amendments address the following:

(a) Write-off of our interests in Online Hearing Inc. and Netstar Networks Inc. as at December 31 2006, substantially as disclosed herein.

(b) The Company corrected errors in its method of accounting for its interest in Netstar Networks Inc. Jetcom Inc. first made an error back in the 2003 financial statements (upon acquisition of Netstar) by consolidating Netstar Networks Inc. instead of recording its interest at cost. As at year end 2003, Jetcom had held shares entitling it to 80% of distributions to shareholders, but which represented less than 10% of the voting shares in Netstar Networks Inc. As a result the following amounts of Netstar Networks expenses were consolidated with Jetcom Inc. in error (2005 - $1,144,547 ), (2004 - $1,642,094 ) and (2003 - $NIL) for a total of $2,786,641. The original correction of the error was recorded as a gain on the income statement in the 2005 financial statement representing the expenses consolidated in error, however in 2007 it became clear that the treatment of this correction was in fact incorrect itself. The revised 2005 financial statements reflect the reversal of the gain of $2,786,641 and an adjustment to the retained earnings representing the correction of an error in the same amount. That error being, the incorrect consolidation/inclusion of Netstar expenses in the consolidated financial statements of Jetcom Inc. In addition, this also resulted in a correction in the earning per share calculation from $0.04 per share to ($0.04) per share. Therefore in the revised financial statements, we have corrected this error with the following adjustment 1) reversing the gain recorded in error in the 2005 statement of operations, and 2) adding back the sum of Netstar expenses claimed in the consolidated entity from 2003 to 2005 as an error adjustment in the 2005 statement of retained earnings. As per CICA Handbook Section 1506.05(c) ... "Such errors include the effects of mathematical mistakes, mistakes in applying accounting policies, oversights or misinterpretations of facts, and fraud." CICA HB Section 1506.42 ... "An entity shall correct material prior period errors retrospectively in the first set of financial statements completed after their discovery by: (a) restating the comparative amounts for the prior period(s) presented in which the error occurred; or (b) if the error occurred before the earliest prior period presented, restating the opening balances of assets, liabilities and equity for the earliest prior period presented."

(c) The Company has expanded its disclosure as to its position respecting liability for Part XIII tax imposed on a dormant subsidiary.

(d) Additional and modified disclosure was made of related parties and related party transactions. A.G. Dragone is the Chairman and President of Netstar Networks and Online Hearing Inc.

(e) An error in stock option expensing has been corrected. The Company accounts for its stock option plan using the fair value method. The fair value of each stock option granted is estimated on the date of the grant using the Black-Scholes option pricing model and expensed over the service period which equals the vesting period. As initially filed, Jetcom Inc. allocated a cost of Nil to stock option expense for options granted in 2006. The stock options had an exercise price of $0.10, and were issued at a time when the stock price was $0.035. In error, a stock option expense of Nil was recorded. Jetcom also stated, in error, in the notes to the original 2006 financial statements that the average grant date fair value of options granted during the year was $0.10. This reference to $0.10 was a reference to the exercise price of $0.10 and incorrectly stated as 'fair value'. The error has been corrected in Note 8 to the revised 2005, 2006 and 2007 financial statements, ascribing a value of $0.02 to each option. In the revised 2005, 2006 and 2007 financial statements, the error has also been corrected by adding to the administrative expenses an amount equaling stock option expense of $80,000 ($0.02/share) over 18 months commencing with the quarter ended December 31, 2006 (2006 - $13,333; 2007 - $53,333), and this stock option expense is recorded as an expense in the Consolidated Statements of Operations.

(f) Additional disclosure about financial condition, results of operations, and cash flows is included.

(g) We have included additional explanation as to our liquidity and capital resources.

(h) Jetcom Inc. has revised the disclosure of the adoption of the new financial instruments standards and the impact of the adoption on the financial statements. The adoption of the new standards will not affect the financial statements. The revised note is as follows:

Financial Instruments

(a) Financial Instruments

Effective January 1, 2006, the Company adopted the new recommendations of The Canadian Institute of Chartered Accountants' ("CICA") Handbook Section 1530, Comprehensive Income; Section 3251, Equity; Section 3855, Financial Instruments - Recognition and Measurement; and Section 3865, Hedges, retroactively without restatement. These new Handbook Sections, which apply to fiscal years beginning on or after October 1, 2006, provide requirements for the recognition and measurement of financial instruments and on the use of hedge accounting. Section 1530 establishes standards for reporting and presenting comprehensive income, which is defined as the change in equity from transactions and other events from non-owner sources. Other comprehensive income refers to items recognized in comprehensive income that are excluded from net income calculated in accordance with generally accepted accounting principles. Under the new standards, policies followed for periods prior to the effective date generally are not reversed and therefore, the comparative figures have not been restated. The adoption of these Handbook Sections had no impact on opening deficit.

Under Section 3855, financial instruments must be classified into one of these five categories: held-for-trading, held-to-maturity, loans and receivables, available-for-sale financial assets or other financial liabilities. All financial instruments, including derivatives, are measured in the balance sheet at fair value except for loans and receivables, held-to maturity investments and other financial liabilities which are measured at amortized cost. Subsequent measurement and changes in fair value will depend on their initial classification, as follows: held-for-trading financial assets are measured at fair value and changes in fair value are recognized in net income; available-for-sale financial instruments are measured at fair value with changes in fair value recorded in other comprehensive income until the investment is derecognized or impaired at which time the amounts would be recorded in net income.

Upon adoption of these new standards, the Company designated its cash and cash equivalents as held-for-trading, which are measured at fair value. Accounts receivable are classified as loans and receivables, which are measured at amortized cost. Accounts payable, accrued liabilities and debenture, are classified as other financial liabilities. The Company had neither available-for-sale, nor held-to-maturity instruments during the year ended December 31, 2007.

The Company had no "other comprehensive income or loss" transactions during the year ended December 31, 2007 and no opening or closing balances for accumulated other comprehensive income or loss.

The Company reviewed significant contracts entered into on or after January 1, 2003 and determined that there were no significant embedded derivatives or non-financial derivatives that require separate fair value recognition on the consolidated balance sheet.

(b) Non-monetary Transactions

Effective January 1, 2006, the Company adopted the new recommendations of The Canadian Institute of Chartered Accountants' ("CICA") Handbook Section 3831, Non-monetary Transactions prospectively. This standard requires all non-monetary transaction be measured at their fair value unless they meet one of the four criteria. Commercial substance replaces culmination of the earnings process as the test for fair value measurement. A transaction has commercial substance if it causes an identifiable and measurable change in the economic circumstances of the entity. The adoption of this standard had no impact on the Company's consolidated financial statements.

Press Release Technical Disclosure

The revised MD&A for the years ended December 31, 2005, 2006 and 2007 also contain disclosure as to proposed transactions involving Jetcom's Yellowcake Resources Inc. subsidiary that had previously been disclosed in press releases filed in 2006 and 2007. The disclosure in the MD&A originally filed for the year ended December 31, 2007 had provided additional and modified disclosure as to those proposed transactions, to address non-compliance with National Instrument 43-101 by our original press releases filed earlier.

In the originally filed 2007 MD&A, and in the revised MD&A, disclosure from those press releases was amended to clarify that the only volume and grade data that we have obtained is historical in nature and is not National Instrument 43-101 compliant. In addition, required risk warnings were added, and the source and reliability of disclosed information identified. For full text of the disclosure, we refer you to our MD&A posted at www.sedar.com.

November 9, 2006 and November 15, 2006 Press Releases

On November 9, 2006 and November 15, 2006, Jetcom filed press releases disclosing that Jetcom's wholly owned subsidiary, Yellowcake Resources Inc., entered into an agreement with Robert Rosenblat, a mining consultant with over 50 years experience, whereby Yellowcake has been granted an option to purchase a 100% interest in 23 uranium claims totaling 3100 acres in the Campbell's Bay area of Quebec. The total purchase price is payable in cash, shares and a work commitment over the next four (4) years. The contract terms required the Company to pay Mr. Rosenblat, as follows: in the first year the Company will pay Mr. Rosenblat $20,000 plus 1,000,000 common shares and a work commitment of $60,000; in the next 12 months the Company is to pay $25,000 plus 1,000,000 shares and a work commitment of $80,000; within 24 months the Company will pay $30,000 plus 1,000,000 shares with a work commitment of $100,000; in the final 36 months the Company will pay Mr. Rosenblat $35,000 plus 1,000,000 with a work commitment of $120,000. This contract is subject to due diligence and to TSX Venture Exchange approval, and has been in abeyance pending such approval.

In our MD&A we advised that historical field work, analysis and reporting in the 1950s were not completed in contemplation of the higher standards of disclosure and rigour required in today's public markets. Our Qualified Person has not conducted any site visits or independent exploration work in respect of these properties. He has not tested the work, or the assumptions of the persons whose reports are referenced herein. There is no assurance that further or future exploration work would convert any tonnage and grades to Mineral Resources. The historical work referenced in our MD&A or this press release, has not been validated by the company or Michel Boily, the Qualified Person for the technical content of this disclosure.

In our MD&A we attributed the data we presented to historic reports (Leblanc (1954; GM 02710-B; D.M. Shaw, 1958 report entitled Radioactive Mineral Occurrences of the Province of Quebec (RG-080) issued for Calumet Uranium Mines Ltd.; M. Tiphane in a 1954 report (GM 02975-D), Calumet Uranium Mines Ltd., Progress Report and further 1955 and 1956 reports by Tiphane) from which they were derived. We noted that we and our Qualified Person are unable to verify the validity of any of the estimates or any of the data, and warned that the data contained in the referenced Quebec government files (cogite 31F15 - 0026) and reported in Albarmont Inc's 1983 annual report was identified by Tiphane as speculation, and then repeated, and we will not rely on it. All tonnage and grading estimates we viewed from these prior reports are non NI 43-101 compliant and Jetcom Inc. will diligently verify these assertions during its exploration campaign should this transaction be completed. We remind the reader that there is no assurance that further or future exploration work would convert any tonnage and grades to Mineral Resources and that the information presented is not necessarily indicative of the mineralization on the Yellowcake property.

Jetcom also advises in its MD&A that most of the results stated above are from property held by third parties that Yellowcake will not be acquiring, the Qualified Person is not able to independently verify this information, and the information stated is not necessarily indicative of the nature, grade or extent of the mineralization on the Yellowcake properties.

April 13, 2007 Press Release

On April 13, 2007, Jetcom announced that it had signed an option agreement to acquire 6 mining claims in the Lac a David, Saguenay area of Quebec located in the township of Dumas. The Company has been granted the exclusive and irrevocable option to purchase a 100% interest in the claims.

We confirmed in our press release that the technical and exploration information in our disclosure was reviewed and approved by Edwin Gaucher, P.Ing., Ph.D. in his capacity as a Qualified Person (Q.P.). Mr. Gaucher examined a report by Virginia Mines, written in January 2003 by Mathieu Savard, today an experienced geologist still working for Virginia Mines. Based on his examination Mr. Gaucher reports the following: "The report has been submitted to the MRN-Geoinformation and carried the number GM 60044. The report covers a large area which includes a group of 6 claims registered in the name of Nicolas Lavoie. The claims, numbered CDC1012416 to 1012421, are renewed until 2008.In the middle of claim 1012422, the above report describes the works completed by Virginia on a PGM showing previously discovered by a prospector. Five parallel trenches separated by some 25 meters were dug by a power shovel. Altered pyroxenite encountered in the three middle trenches were channel sampled. Three intervals in the middle trench over a distance of 14 meters assayed 2.12 g/t PGM and gold over 7.55 meters, 1.08 g/t PGM and gold over 3.25 meters. Smaller values in the two adjoining trenches suggest a lateral extension of the favourable horizon. The assays were done by fusion by Chimitec Bondar Clegg, a reputable Canadian laboratory. The average grade in the middle trench is quite reliable, as the content of Au, Pt and Pd is reasonably uniform grade in the 15 individual one-meter wide channel samples assayed. The examination of this showing was perhaps interrupted by Virginia, as no other occurrence of the favourable pyroxenite was discovered neither in the last two trenches nor in a large area around the showing. Such a decision was in my opinion perhaps premature: such a valid showing should be further stripped, trenched at the right angle to the existing ones. Then, a few DDH should check the possible vertical extent of the mineralization." The total purchase price is payable in cash, shares and a work commitment over the next four (4) years. Payment of $1,000 upon signing. An additional payment of $6,000 in cash by May 15, 2007 plus 50,000 common shares of Jetcom. An additional payment of $12,000 in cash by May 15, 2008 plus 50,000 shares. An additional payment of $18,000 in cash by May 15, 2009 plus 50,000 shares and an additional payment of $24,000 in cash plus 50,000 shares by May 15, 2010.The work commitment is as follows: Completion of exploration work in the amount of $18,000 by May 15, 2008. In addition, Completion of exploration work in the amount of $30,000 by May 15, 2009. In addition, Completion of exploration work in the amount of $36,000 by May 15, 2010 and completion of exploration work in the amount of $48,000 by May 15, 2011.

In the MD&A and in this press release, Jetcom advises that the Qualified Person has not independently verified the information he reviewed, and the information stated is not necessarily indicative of the nature, grade or extent of the mineralization on the Yellowcake properties.

Completion of the transaction is subject to a number of conditions, including Exchange acceptance and disinterested Shareholder approval. The transaction cannot close until the required Shareholder. There can be approval is obtained no assurance that the transaction will be completed as proposed or at all.

July 10, 2007 Press Release

On July 10, 2007, the company issued a statement concerning certain uranium exploration property option agreements entered into by Jetcom's wholly owned subsidiary, Yellowcake Resources Inc., located in the Campbell's Bay area of Quebec and in Lac a David, Saguenay area of Quebec located in the township of Dumas, Jetcom wishes to clarify that, while it proposes to enter the mineral exploration business, it is not currently in the business. Given that this is considered to be a change of business under the TSXV policies, any of these agreements must be approved by Jetcom's shareholders and by the TSXV beforehand.

There can be no assurance that the approvals will be granted and that the transactions will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the Management Information Circular or Filing Statement to be prepared in connection with the transaction, any information released or received with respect to the change of business may not be accurate or complete and should not be relied upon. Trading in the securities of Jetcom Inc. should be considered highly speculative.

The TSX Venture Exchange has neither approved nor disapproved the contents of this press release.

Contact Information

  • Jetcom Inc.
    A. G. Dragone
    President
    (416) 447-4884
    (416) 447-8868 (FAX)