UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549



FORM 20-F/A

Amendment #2



[]

REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

[ X ]

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended August 31, 2006

OR

[     ]

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to __________

OR

[     ]

SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report



JET GOLD CORP.

(Exact name of Registrant as specified in its charter)



British Columbia, Canada

(Jurisdiction of incorporation or organization)



Suite 1102, 475 Howe Street, Vancouver, British Columbia, Canada  V6C 2B3

(Address of principal executive offices)



Securities to be registered pursuant to Section 12(b) of the Act:

None



Securities to be registered pursuant to Section 12(g) of the Act:

Common Shares, without par value

(Title of Class)



Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None



Indicate the number of outstanding shares of each of the Companys classes of capital or common stock as of the close of the period covered by the annual report.                                           20,223,755 Common Shares



Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.   Yes ___     No   xxx

If this report is an annual or a transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes XXX  No ___



Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 12 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past ninety days.            Yes XXX  No ___



Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer.  See definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act.



Large accelerated filer   Accelerated filer   Non-accelerated filer  xxx



Indicate by check mark which financial statement item the registrant has elected to follow:

Item 17 xxx   Item 18 ___



If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ___   No  XXX  N/A  ___





Page 2 of 90

Index to Exhibits on Page 65





























































2



JET GOLD CORP.

FORM 20-F/A ANNUAL REPORT

TABLE OF CONTENTS





|          | PART I                                                                       | Page
|--------- | ---------------------------------------------------------------------------- | ----
|          |                                                                              |     
|Item 1.   | Identity of Directors, Senior Management and Advisors                        | 5   
|Item 2.   | Offer Statistics and Expected Timetable                                      | 6   
|Item 3.   | Key Information                                                              | 6   
|Item 4.   | Information on the Company                                                   | 13  
|Item 5.   | Operating and Financial Review and Prospects                                 | 33  
|Item 6.   | Directors, Senior Management and Employees                                   | 42  
|Item 7.   | Major Shareholders and Related Party Transactions                            | 49  
|Item 8.   | Financial Information                                                        | 51  
|Item 9.   | The Offer and Listing                                                        | 51  
|Item 10.  | Additional Information                                                       | 53  
|Item 11.  | Quantitative and Qualitative Disclosures about Market Risk                   | 63  
|Item 12.  | Description of Other Securities Other Than Equity Securities                 | 63  
|          |                                                                              |     
|          | PART II                                                                      |     
|          |                                                                              |     
|          |                                                                              |     
|Item 13.  | Defaults, Dividend Arrearages and Delinquencies                              | 63  
|Item 14.  | Material Modifications to the Rights of Security Holders and Use of Proceeds | 63  
|Item 15.  | Controls and Procedures                                                      | 64  
|Item 16.  | Reserved                                                                     | 64  
|Item 16A. | Audit Committee Financial Expert                                             | 64  
|Item 16B. | Code of Ethics                                                               | 65  
|Item 16C. | Principal Accountant Fees and Services                                       | 65  
|Item 16D. | Exemptions from Listing Standards for Audit Committees                       | 65  
|Item 16E. | Purchase of Equity Securities by the Issuer and Affiliated Purchasers        | 65  
|          |                                                                              |     
|          | PART III                                                                     |     
|          |                                                                              |     
|Item 17.  | Financial Statements                                                         | 65  
|Item 18.  | Financial Statements                                                         | 65  
|Item 19.  | Exhibits                                                                     | 65  

















3



INTRODUCTION



Jet Gold Corp. (Jet Gold, the Company or the Issuer) was incorporated under the British Columbia Act on 4/24/1987.  On 1/24/1997, the Company changed its name from Veto Resources Ltd. to Baron Gold Corp., and on 3/23/1998 the Company changed its name to BG Baron Group Inc.  On 10/5/1999, the Company changed its name to Consolidated BG Baron Group Inc. and consolidated its issued and outstanding shares on the basis of five old shares for one new share.  On 4/3/2000, the Company changed its name to In-Sync Industries Inc.  Effective 5/27/2003 the Company changed its name to Jet Gold Corp.



BUSINESS OF JET GOLD CORP.



Jet Gold Corp. is principally a mineral company engaged in the acquisition and exploration of mineral properties.



There are no known proven reserves of minerals on the Issuers properties.  The Issuer does not have any commercially producing mines or sites, nor is the Issuer in the process of developing any commercial mines or sites.  The Issuer has not reported any revenue from operations since incorporation.  As such, the Issuer is defined as an exploration-stage company.



FINANCIAL AND OTHER INFORMATION



In this Annual Report, unless otherwise specified, all dollar amounts are expressed in Canadian Dollars (CDN$ or $).  The Government of Canada permits a floating exchange rate to determine the value of the Canadian Dollar against the U.S. Dollar (US$).





FORWARD-LOOKING STATEMENTS



This Annual Report on Form 20-F contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, principally in ITEM #4, Information on the Company and ITEM #5, Managements Discussion and Analysis of Financial Condition and Results of Operations.  These statements may be identified by the use of words like plan, expect, aim, believe, project, anticipate, intend, estimate, will, should, could and similar expressions in connection with any discussion, expectation, or projection of future operating or financial performance, events or trends.  In particular, these include statements about the Companys strategy for growth, property exploration, mineral prices, future performance or results of current or anticipated mineral production, interest rates, foreign exchange rates, and the outcome of contingencies, such as acquisitions and/or legal proceedings.



Forward-looking statements are based on certain assumptions and expectations of future events that are subject to risks and uncertainties.  Actual future results and trends may differ materially from historical results or those projected in any such forward-looking statements depending on a variety of factors, including, among other things, the factors discussed in this Annual Report under ITEM #3, Key Information, Risk Factors and factors described in documents that we may furnish from time to time to the Securities and Exchange Commission.  We undertake no obligation to update publicly or revise any forward-looking statements because of new information, future events or otherwise.





























4



ITEM 1.  IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS



1.A.1.  Directors

Table No. 1 lists as of 2/7/2007 the names of the Directors of the Issuer.



Table No. 1

Directors

______________________________________________________________________________

______________________________________________________________________________

|Name                      | Age | Date First Elected of Appointed
|------------------------- | --- | -------------------------------
|                          |     |                                
|Robert L. Card (1) (2)    | 69  | May 18, 2001                   
|Leonard Harris (5)        | 69  | February 15, 2006              
|Robert M Kaplan (1) (3)   | 69  | October 14, 2003               
|Keith E. Robinson (1) (4) | 65  | October 27, 2003               
|Zigurts Strauts (6)       | 59  | October 25, 2006               

------------------------------------------------------------------------------

(1)

Member of Audit Committee.

(2)

Suite 1102, 475 Howe Street, Vancouver, B.C. Canada V6C 2B3

(3)

Suite 1102, 475 Howe Street, Vancouver, B.C. Canada V6C 2B3

(4)

Suite 1102, 475 Howe Street, Vancouver, B.C. Canada V6C 2B3

(5)

Suite 1102, 475 Howe Street, Vancouver, B.C. Canada V6C 2B3

(6)

136-1959 152nd Street, Surrey, B.C. Canada V4A 9E3

______________________________________________________________________________

______________________________________________________________________________





1.A.2.  Senior Management

Table No. 2 lists, as of 2/7/2007, the names of the Senior Management of the Company.  The Senior Management serves at the pleasure of the Board of Directors.



Table No. 2

Senior Management

______________________________________________________________________________

______________________________________________________________________________



|Name and Position                         | Age | Date of First Appointment
|----------------------------------------- | --- | -------------------------
|                                          |     |                          
|Robert L. Card, President                 | 69  | May 13, 2003             
|Blaine Y. Bailey, Chief Financial Officer | 55  | December 2, 2004         
|Lana B. Turner, Corporate Secretary       | 52  | April 7, 2003            

_____________________________________________________________________________

______________________________________________________________________________



Mr. Cards business functions, as President of the Company, include strategic planning, business development, operations, financial administration, accounting, liaison with auditors-accountants-lawyers-regulatory authorities-financial community/ shareholders; and preparation/payment/organization of the expenses/taxes/activities of the Company, and reporting to the Board of Directors.



Mr. Baileys business functions as Chief Financial Officer of the Company, include financial administration; accounting and financial statements; liaison with auditors, accountants, and financial community/shareholders; and preparation/ payment/organization of the expenses/taxes/activities of the Company.  He assists in ensuring the Companys compliance with all statutory and regulatory compliance.









5



Ms. Turners business functions, as Corporate Secretary, include attending and be the secretary of all meetings of the Board, shareholders and committees of the Board and shall entering or causing to be entered in records kept for that purpose minutes of all proceedings thereat; gives or causes to be given, as and when instructed, all notices to shareholders, Directors, officers, auditors and members of committees of the Board; is the custodian of the stamp or mechanical device generally used for affixing the corporate seal of the Company and of all books, records and instruments belonging to the Company, except when some other officer or agent has been appointed for that purpose; and in the future can have such other powers and duties as the Board of the chief executive officer may specify.  Ms. Turner may delegate all or part of her duties as Corporate Secretary to a nominee from time to time.





1.B.  Advisors

The Companys Canadian Legal Counsel:

Tupper Jonsson Yeadon

Contact: Lee S. Tupper

1177 West Hastings Street

Suite 1710

Vancouver, B.C. CANADA V6E 2L3

Telephone: 604-640-6358



The Companys bank is:



Bank of Montreal

Commercial Banking

595 Burrard Street

Vancouver, B.C. CANADA V7X 1L7

Telephone: 604-665-2609



1.CAuditors

The Companys auditor is:

Smythe Ratcliffe LLP, Chartered Accountants

7th Floor - 355 Burrard Street

Vancouver, B.C. CANADA V6C 2G8

Telephone: 604-687-1231

Facsimile: 604-688-4675





ITEM 2.  OFFER STATISTICS AND EXPECTED TIMETABLE.

--- No Disclosure Necessary ---



ITEM 3.  KEY INFORMATION.



3.A.1.  Selected Financial Data

3.A.2.  Selected Financial Data

The selected financial data of the Company for Fiscal 2006 and 2005 ended August 31st was derived from the financial statements of the Company that have been audited by Smythe Ratcliffe LLP, independent Chartered Accountant, as indicated in their audit reports, which are included elsewhere in this Annual Report.  The selected financial data of the Company for Fiscal 2004 ended August 31st was derived from the financial statements of the Company that have been audited by G. Ross McDonald, independent Chartered Accountant as indicated in their audit reports. G. Ross McDonald subsequently merged with Smythe Ratcliffe LLP and therefore there was no change of auditor. The selected financial data of the Company for Fiscal 2003 and 2002 ended August 31st was derived from the financial statements of the Company that were audited by G. Ross McDonald, independent Chartered Accountant; these financial statements are not included herein.



The selected financial data should be read in conjunction with the financial statements and other financial information included elsewhere in this Annual Report.







6



The Company has not declared any dividends since incorporation and does not anticipate that it will do so in the foreseeable future.  The present policy of the Company is to retain all available funds for use in its operations and the expansion of its business.



Table No. 3 is derived from the financial statements of the Company, which have been prepared in accordance with Canadian Generally Accepted Accounting Principles (GAAP) and the Standards of the Public Company Accounting Oversight Board (United States). All material numerical differences between Canadian GAAP and US GAAP, as applicable to the Company, are described in footnotes to the financial statements.



Table No. 3

Selected Financial Data

(CDN$ in 000, except per share data)

________________________________________________________________________________

________________________________________________________________________________



|                               | Year
Ended
8/31/06 | Year
Ended
8/31/05 | Year
Ended
8/31/04 | Year
Ended
8/31/03 | Year
Ended
8/31/02
|------------------------------ | ------------------ | ------------------ | ------------------ | ------------------ | ------------------
|CANADIAN GAAP                  |                    |                    |                    |                    |                   
|                               |                    |                    |                    |                    |                   
|Revenue                        | Nil                | Nil                | Nil                | Nil                | Nil               
|Income (Loss) for the Period   | ($359)             | ($317)             | ($467)             | $339               | ($54)             
|Basic Income (Loss) Per Share  | ($0.02)            | ($0.02)            | ($0.04)            | $0.00              | ($0.01)           
|Dividends Per Share            | Nil                | Nil                | Nil                | Nil                | Nil               
|Wtg. Avg. Shares (000)         | 17,754             | 14,242             | 10,549             | 7,785              | 7,029             
|Period-end Shares              | 20,223             | 15,139             | 12,369             | 7,785              | 7,785             
|                               |                    |                    |                    |                    |                   
|Working Capital                | $530               | $267               | $184               | $204               | $224              
|Mineral Property Interests     | $742               | $472               | $378               | $58                | $38               
|Oil and Gas Interests          | $107               | $29                | Nil                | Nil                | Nil               
|Long-Term Debt                 | Nil                | Nil                | Nil                | Nil                | Nil               
|Capital Stock                  | $4,876             | $3,947             | $3,500             | $2,890             | $2,890            
|Shareholders Equity (Deficit) | $1,383             | $772               | $567               | $263               | $263              
|Total Assets                   | $1,419             | $791               | $656               | $278               | $385              
|                               |                    |                    |                    |                    |                   
|US GAAP                        |                    |                    |                    |                    |                   
|Net Loss                       | ($733)             | ($477)             | ($845)             | ($40)              | ($84)             
|Loss Per Share                 | ($0.04)            | ($0.03)            | ($0.08)            | $0.00              | ($0.01)           
|Mineral Properties             | $0                 | $0                 | $0                 | $0                 | $0                
|Shareholders Equity           | $533               | $271               | $189               | $223               | N/A               
|Total Assets                   | $569               | $290               | $278               | $238               | N/A               





--------------------------------------------------------------------------------

(1)  a)

Under US GAAP, options granted to non-employees as compensation for services provided are fair valued and an expense recorded.



b)

Under SEC interpretation of US GAAP, all exploration costs related to exploration-stage mineral properties are expensed in the period incurred.

________________________________________________________________________________

________________________________________________________________________________



3.A.3.  Exchange Rates

In this Annual Report, unless otherwise specified, all dollar amounts are expressed in Canadian Dollars (CDN$).  The Government of Canada permits a floating exchange rate to determine the value of the Canadian Dollar against the U.S. Dollar (US$).







7



Table No. 4 sets forth the exchange rates for the Canadian Dollar at the end of the five most recent fiscal years ended August 31st, the average rates for the period, and the range of high and low rates for the period.  The data for each month during the most recent six months is also provided.



For purposes of this table, the rate of exchange means the noon buying rate in New York City for cable transfers in foreign currencies as certified for customs purposes by the Federal Reserve Bank of New York.  The table sets forth the number of Canadian Dollars required under that formula to buy one U.S. Dollar.  The average rate means the average of the exchange rates on the last day of each month during the period.



Table No. 4

U.S. Dollar/Canadian Dollar

______________________________________________________________________________

______________________________________________________________________________



|Period                      | Average | High  | Low   | Close
|--------------------------- | ------- | ----- | ----- | -----
|                            |         |       |       |      
|January 2007                |         | $1.19 | $1.16 | $1.19
|December 2006               |         | 1.17  | 1.14  | 1.17 
|November 2006               |         | 1.15  | 1.13  | 1.14 
|October 2006                |         | 1.14  | 1.12  | 1.12 
|September 2006              |         | 1.13  | 1.11  | 1.12 
|August 2006                 |         | 1.13  | 1.11  | 1.11 
|                            |         |       |       |      
|Quarter Ended 11/30/2006    | $1.12   | $1.14 | $1.11 | $1.14
|Quarter Ended 11/30/2005    | 1.17    | 1.20  | 1.16  | 1.17 
|                            |         |       |       |      
|Fiscal Year Ended 8/31/2006 | $1.14   | $1.18 | $1.10 | $1.11
|Fiscal Year Ended 8/31/2005 | 1.23    | 1.26  | 1.19  | 1.19 
|Fiscal Year Ended 8/31/2004 | 1.30    | 1.39  | 1.27  | 1.31 
|Fiscal Year Ended 8/31/2003 | 1.45    | 1.59  | 1.33  | 1.39 
|Fiscal Year Ended 8/31/2002 | 1.57    | 1.61  | 1.51  | 1.56 

______________________________________________________________________________

______________________________________________________________________________



3.B.  Capitalization and Indebtedness

Table No. 5 sets forth the capitalization and indebtedness of the Company as of 11/30/2006.



Table No. 5

Capitalization and Indebtedness

As of November 30, 2006



______________________________________________________________________________



|SHAREHOLDERS EQUITY                     |             
|---------------------------------------- | ------------
|20,398,755 shares issued and outstanding | $4,900,950  
|Retained Earnings (deficit)              | ($3,856,099)
|Net Stockholders Equity                 | $1,333,805  
|                                         |             
|Stock Options Outstanding (At 2/7/2007): | 1,485,000   
|Warrants Outstanding (At 2/7/2007):      | 4,030,000   
|Preferred Shares Outstanding:            | Nil         
|Capital Leases:                          | Nil         
|Guaranteed Debt                          | Nil         
|Secured Debt:                            | Nil         

______________________________________________________________________________







8



3.C.  Reasons For The Offer And Use Of Proceeds

--- No Disclosure Necessary ---



3.D.  Risk Factors

Risks Associated with Resource Exploration:



Jet Gold is Involved in the Resource Industry which is Highly Speculative and has Certain Inherent Exploration Risks which Could have a Negative Effect on the Company:

Resource exploration is a speculative business, characterized by a number of significant risks including, among other things, unprofitable efforts resulting not only from the failure to discover resource deposits but from finding resource deposits which, though present, are insufficient in quantity and quality to return a profit from production or are not legally able to be extracted.  There can be no assurance that minerals or hydrocarbons recovered in small scale tests will be duplicated in large scale tests under on-site conditions or in production. The marketability of minerals or hydrocarbons acquired or discovered by the Company may be affected by numerous factors which are beyond the control of the Company and which cannot be accurately predicted, such as market fluctuations, the proximity and capacity of gathering or milling facilities, commodity markets and processing equipment, and such other factors as government regulations, including regulations relating to royalties, allowable production, importing and exporting of commodities, and environment protection, the combination of which factors may result in the Company not receiving an adequate return on investment capital.



Jet Gold Has No Reserves on the Resource Properties in Which It Has an Interest and If Reserves Are Not Defined the Company Could Have to Cease Operations:

The resource properties in which Jet Gold has an interest or the concessions in which Jet Gold has the right to earn an interest are in the exploratory stage only and are without known reserves.  If Jet Gold does not ultimately identify reserves, it would have to cease operations on those properties and would have to write off its entire investment in those properties.



Cumulative Unsuccessful Exploration Efforts By Jet Gold Personnel Could Result In the Company Having to Cease Operations:

The expenditures to be made by Jet Gold in the exploration of its properties as described herein may not result in discoveries of recoverable resources in commercial quantities.  Most resource exploration projects do not result in the discovery of commercially mineable ore or hydrocarbons and this occurrence could ultimately result in Jet Gold having to cease operations. If that were the case, investors would lose their entire investment in the company.



The Resource Industry is Highly Competitive:

The Company will be required to compete in the future directly with other corporations that may have greater resources.  Such corporations could outbid the Company for potential projects or produce minerals or oil and gas at lower costs which would have a negative effect on the Companys operations.



Political Instability in Myanmar:

Certain of the Companys current exploration properties are located in the country of Myanmar. Myanmar has a history of some political instability and may be considered a country with potential political risk. Future government actions concerning the economy or the operations and regulations of nationally important facilities such as mines could have a significant effect on the Corporation. The Company does not have, nor does it plan to purchase, any type of political risk insurance. Additionally, these factors could pose serious potential problems associated with the Companys ability to raise additional capital which will be required to continue exploration activities.





















9



The Company Operates in a Developing Nation which has Special Risks which could have a Negative Effect on the Companys Operations and Valuation:

The Companys exploration operations are currently located in Myanmar which is classified as a developing nations and contains certain additional risks, including changes to or invalidation of government mining regulations; expropriation or revocation of land or property rights; changes in foreign ownership rights; renegotiation or nullification of existing contracts; changes in foreign taxation rates; corruption; uncertain political climate; terrorist actions or war, including civil rebellion; and lack of a stable economic climate. The presence of any of these conditions could have a negative effect on the Companys operations and could lead to the Company being unable to exploit, or losing outright, its properties. This would have a negative effect on the Companys operations and valuation.



The Amount of Capital Necessary to Meet All Environmental Regulations Associated with the Resource Exploration Programs of the Issuer Could Be In An Amount Great Enough to Force Jet Gold to Cease Operations:

The current and anticipated future operations of the Issuer, including further exploration activities require permits from various Federal and Provincial governmental authorities in Canada; Federal, State and Local authorities in Texas; and Federal authorities in Myanmar.   Such operations are subject to various laws governing land use, the protection of the environment, production, exports, taxes, labor standards, occupational health, waste disposal, toxic substances, mine safety and other matters.  Unfavorable amendments to current laws, regulations and permits governing operations and activities of resource exploration companies, or more stringent implementation thereof, could have a materially adverse impact on the Company and cause increases in capital expenditures which could result in a cessation of operations by the Company.



Failure to comply with applicable laws, regulations and permitting requirements may result in enforcement actions there under, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment or remedial actions. Parties engaged in resource exploration may be required to compensate those suffering loss or damage by reason of the mining activities and may have civil or criminal fines or penalties imposed for violation of applicable laws or regulations.



Large increases in capital expenditures resulting from any of the above factors could force Jet Gold to cease operations. If that were the case, investors would lose their entire investment in the Company.



Operating Hazards and Risks Associated with the Exploration-stage Mining Industry Could Result in Jet Gold Having to Cease Operations:

Resource exploration activities generally involve a high degree of risk.  Hazards such as unusual or unexpected formations and other conditions are involved.  Operations in which the Issuer has a direct or indirect interest will be subject to all the hazards and risks normally incidental to exploration, development and production of precious and base metals, any of which could result in work stoppages, damage to or destruction of exploration facilities, damage to life and property, environmental damage and legal liability for any or all damage.  Jet Gold may become subject to liability for cave-ins and other hazards for which it cannot insure or against which it may elect not to insure where premium costs are disproportionate to the Companys perception of the relevant risks.  The payment of such insurance premiums and of such liabilities would reduce the funds available for exploration activities and could force Jet Gold to cease operations.



























10



Risks Associated with the Financing Requirements of the Company:



Jet Gold is Likely to Require Additional Financing which Could Result in Substantial Dilution to Existing Shareholders

The Company, while engaged in the business of exploring resource properties, is dependent on additional financing for its planned exploration programs for the next twelve months as outlined herein. The ongoing exploration of the Companys resource properties is dependent upon the Companys ability to obtain financing through the joint venturing of projects, debt financing, equity financing or other means. Management anticipates raising the necessary funds by means of equity financing; However, such sources of financing may not be available on acceptable terms, if at all.  Failure to obtain such financing may result in delay or indefinite postponement of exploration work on the Companys resource properties, as well as the possible loss of its interests in such properties. Any transaction involving the issuance of previously authorized but unissued shares of common or preferred stock, or securities convertible into common stock, could result in dilution, possibly substantial, to present and prospective holders of common stock. These financings may be on terms less favorable to the Company than those obtained previously.



Jet Gold Has No Positive Cash Flow, No History of Earnings, and Has a History of Net Losses:

None of the Issuers properties have advanced to the commercial production stage and the Issuer has no history of earnings or positive cash flow from operations. The cumulative loss, as of the latest fiscal year end, since the Issuers inception of the development stage, according to U.S. GAAP, is ($4,625,523).  The Issuer does not know if it will ever generate material revenue from mining or oil and gas operations, or if it will ever achieve self-sustaining commercial mining operations. Historically, the only source of funds available to the Issuer has been through the sale of its common shares. Any future additional equity financing would cause dilution to current stockholders.



Dilution Through Employee/Director/Consultant Options and Outstanding Common Stock Purchase Warrants Could Adversely Affect Jet Golds Stockholders:

Because the success of Jet Gold is highly dependent upon its respective employees, the Company has granted to some or all of its key employees, Directors and consultants options to purchase common shares as non-cash incentives.  To the extent that significant numbers of such options may be granted and exercised, the interests of the other stockholders of the Company may be diluted. The Company currently has 1,485,000 share purchase options outstanding  Jet Gold has also issued common share purchase warrants with certain of its equity financings, and currently has 4,030,000 share purchase warrants outstanding. If all of the share purchase warrants and share purchase options were exercised, the number of common shares issued and outstanding would increase from 21,398,755 (as of 2/7/2007) to 26,913,755.  This represents an increase of 25.77% in the number of shares issued and outstanding and would result in significant dilution to current shareholders. (For a breakdown of dilution, refer to the risk factor entitled: Jet Gold Has Minimal Positive Cash Flow and No Recent History of Significant Earnings and Is Dependent Upon Public and Private Distributions of Equity to Obtain Capital in Order to Sustain Operations. Public distributions of capital result in dilution to existing shareholders)



Risks Associated with an Investment in the Securities of the Company:



Jet Gold is Dependent on Key Personnel and the Absence of Any of These Individuals Could Result in the Company Having to Cease Operations:

While engaged in the business of exploring mineral properties, the nature of Jet Golds business, its ability to continue its exploration of potential exploration projects, and to develop a competitive edge in the marketplace, depends, in large part, on its ability to attract and maintain qualified key management personnel.  Competition for such personnel is intense and the Company may not be able to attract and retain such personnel.  Jet Golds growth will depend, on the efforts of its Senior Management, particularly its President, Robert Card, Chief Financial Officer Blaine Bailey, and its Corporate Secretary, Ms. Lana Turner.





















11



The Risks Associated with Penny Stock Classification Could Affect the Marketability of the Common Stock of Jet Gold And Shareholders Could Find It Difficult to Sell Their Stock:

The Issuers stock is subject to penny stock rules as defined in 1934 Securities and Exchange Act rule 3a51-1.  The Commission has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks.  The Issuers common shares are subject to these penny stock rules. Transaction costs associated with purchases and sales of penny stocks are likely to be higher than those for other securities.  Penny stocks generally are equity securities with a price of less than U.S. $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system).



The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the nature and level of risks in the penny stock market.  The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customers account.  The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customers confirmation.



In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from such rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchasers written agreement to the transaction.  These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the Companys common shares in the United States and shareholders may find it more difficult to sell their shares.



U.S. Investors May Not Be Able to Enforce Their Civil Liabilities Against Us or Our Directors, Controlling Persons and Officers

It may be difficult to bring and enforce suits against Jet Gold.  The Issuer is a corporation incorporated in the province of British Columbia under the British ColumbiaCorporations Act.  A majority of the Company's directors must be residents of Canada, and all or substantial portions of their assets are located outside of the United States, predominately in Canada.  As a result, it may be difficult for U.S. holders of our common shares to effect service of process on these persons within the United States or to realize in the United States upon judgments rendered against them.  In addition, a shareholder should not assume that the courts of Canada (i) would enforce judgments of U.S. courts obtained in actions against us or such persons predicated upon the civil liability provisions of the U.S. federal securities laws or other laws of the United States, or (ii) would enforce, in original actions, liabilities against us or such persons predicated upon the U.S. federal securities laws or other laws of the United States.



However, U.S. laws would generally be enforced by a Canadian court provided that those laws are not contrary to Canadian public policy, are not foreign penal laws or laws that deal with taxation or the taking of property by a foreign government and provided that they are in compliance with applicable Canadian legislation regarding the limitation of actions.  Also, a Canadian court would generally recognize a judgment obtained in a U.S. Court except, for example:

a)

where the U.S. court where the judgment was rendered had no jurisdiction according to applicable Canadian law;

b)

the judgment was subject to ordinary remedy (appeal, judicial review and any other judicial proceeding which renders the judgment not final, conclusive or enforceable under the laws of the applicable state) or not final, conclusive or enforceable under the laws of the applicable state;

c)

the judgment was obtained by fraud or in any manner contrary to natural justice or rendered in contravention of fundamental principles of procedure;

d)

a dispute between the same parties, based on the same subject matter has given rise to a judgment rendered in a Canadian court or has been decided in a third country and the judgment meets the necessary conditions for recognition in a Canadian court;

e)

the outcome of the judgment of the U.S. court was inconsistent with Canadian public policy;

f)

the judgment enforces obligations arising from foreign penal laws or laws that deal with taxation or the taking of property by a foreign government; or

g)

there has not been compliance with applicable Canadian law dealing with the limitation of actions.



12





As a "foreign private issuer, Jet Gold is exempt from the Section 14 proxy rules and Section 16 of the 1934 Securities Act May Result in Shareholders Having Less Complete and Timely Data

The submission of proxy and annual meeting of shareholder information (prepared to Canadian standards) on Form 6-K may result in shareholders having less complete and timely data.  The exemption from Section 16 rules regarding sales of common shares by insiders may result in shareholders having less data.



ITEM 4.  INFORMATION ON THE COMPANY



4.A. History and Development of the Company



Introduction

The Issuers executive office is located at:

Suite 1102, 475 Howe Street

Vancouver, British Columbia, Canada V6C 2B3

Telephone: (604) 687-7828

Facsimile: (604) 687-7848

Website: www.jetgoldcorp.com

Email: jetgoldcorp@shaw.ca



The contact person is: Mr. Robert Card, President.



The Issuer's fiscal year ends August 31st.



The Issuer's common shares trade on the TSX Venture Exchange under the symbol: JAU.



The Issuer has an unlimited number of common shares without par value authorized.  At 8/31/2006, the end of the Company's most recent fiscal year, there were 20,223,755 common shares issued and outstanding. At 2/7/2007 there were 21,398,755 common shares issued and outstanding.



In this Annual Report, unless otherwise specified, all dollar amounts are expressed in Canadian Dollars (CDN$).



Incorporation and Name Changes

Jet Gold Corp. (Jet Gold, the Company or the Issuer) was formed under the British Columbia Company Act on 4/24/1987 under the name Veto Resources Ltd.  On 1/24/1997, the Company changed its name to Baron Gold Corp.  On 3/23/1998 the Company changed its name from Baron Gold Corp. to BG Baron Group Inc.  On 10/5/1999, the Company changed its name to Consolidated BG Baron Group Inc. On 4/3/2000, the Company changed its name from Consolidated BG Baron Group Inc. to In-Sync Industries Inc.  On 5/27/2003 the Company changed its name from In-Sync Industries Inc. to Jet Gold Corp.



Financings

The Company has financed its operations through funds raised in loans, public/private placements of common shares, shares issued for property, shares issued in debt settlements, and shares issued upon exercise of stock options and share purchase warrants.



|Fiscal Year | Nature of Share Issuance    | Number of Shares | Amount    
|----------- | --------------------------- | ---------------- | ----------
|            |                             |                  |           
|Fiscal 1999 | Exercise of stock options   | 150,000          | $22,500   
|            | Issued for finders fee (1) | 10,000           | $1,000    
|            |                             |                  |           
|Fiscal 2000 | Exercise of stock options   | 48,000           | $7,200    
|            | Share Consolidation (2)     | (7,540,023)      | Nil       
|            | Exercise of stock options   | 195,000          | $33,150.00
|            | Private Placement (3)       | 750,000          | $112,500  
|            | Private Placement (4)       | 500,000          | $75,000   







13



|Fiscal 2001 | Exercise of stock options      | 120,000   | $18,000 
|----------- | ------------------------------ | --------- | --------
|            | Private Placement (5)          | 470,000   | $47,000 
|            | Private Placement (6)          | 3,000,000 | $347,000
|            |                                |           |         
|Fiscal 2002 | Exercise of warrants (7)       | 15,000    | $1,950  
|            | Private Placement (8)          | 1,000,000 | $100,000
|            |                                |           |         
|Fiscal 2003 | Nil                            | Nil       | Nil     
|            |                                |           |         
|Fiscal 2004 | Exercise of warrants (9)       | 1,028,750 | $137,188
|            | Private Placement (10)         | 3,505,000 | $465,750
|            | Exercise of options            | 50,000    | $7,500  
|            |                                |           |         
|Fiscal 2005 | Private Placement (11)         | 2,500,000 | $375,000
|            | Exercise of stock options (12) | 200,000   | $30,000 
|            | Issued for property(13)        | 70,000    | $12,600 
|            |                                |           |         
|Fiscal 2006 | Private Placement (14)         | 1,500,000 | $150,000
|            | Private Placement (15)         | 2,250,000 | $562,500
|            | Exercise of warrants           | 595,000   | $71,400 
|            | Exercise of options            | 290,000   | $34,000 
|            | Issued for property (16)       | 450,000   | $129,500
|            |                                |           |         
|Fiscal 2007 | Private Placement (17)         | 1,000,000 | $150,000
|to date     | Exercise of warrants           | 125,000   | $15,000 
|            | Exercise of options            | 50,000    | $5,000  



(1)

These shares were issued in payment of a finders fee, which was paid in connection with the acquisition of the Brander Lake Property.

(2)

On October 5, 1999 the Company consolidated its issued and outstanding shares on the basis of five old shares for one new share and subsequently increased its authorized capital back up to 100,000,000 common shares without par value as described above.

(3)

In January 2000, the Company issued 750,000 special warrants, pursuant to a private placement, at $0.15 per special warrant.  Each special warrant was convertible without additional consideration to one unit consisting of one common share and one share purchase warrant exercisable to purchase one additional common share at a price of $0.15 until December 20, 2000 and at $0.17 per until December 20, 2001.

(4)

In June 2000, the Company issued 500,000 special warrants, pursuant to a private placement, at $0.15 per special warrant.  Each special warrant is convertible without additional consideration to one unit consisting of one common share and one share-purchase warrant exercisable to purchase one additional common share at $0.18 per share to 5/4/2002.

(5)

In December 2000, Jet Gold issued 470,000 units pursuant to a private placement at $0.10 per unit. Each unit consisted of one common share and one share purchase warrant exercisable to purchase one additional common share at $0.13 until December 6, 2002.

(6)

In August 2001, the Company issued 3,000,000 common shares, pursuant to a private placement at $0.10 per share.

(7)

These warrants were exercised pursuant to the private placement described in (5) above.

(8)

On May 2002, the Company issued 1,000,000 units, pursuant to a private placement at $0.10 per unit.  Each unit consisted of one common share and one share purchase warrant, exercisable to purchase one additional common share at $0.11 per share to 6/1/2003 and at $0.13 per share to 6/1/2004.

(9)

These warrants were exercised pursuant to the private placement described in (8) above and (10) below.

(10)

Pursuant to a private placement, the Company sold 3,000,000 units at a price of $0.13 per unit.  Each unit consisted of one share and one-half share purchase warrant giving the holder the right to purchase one additional share for each whole warrant for a price of $0.25. In addition, the Company sold 505,000 units at a price of $0.15 per unit. Each unit consisted of one flow-through share and one-half flow-through share purchase warrant giving the holder the right to purchase one additional flow-through share for a price of $0.25.



14



(11)

Pursuant to this private placement, the Company sold 1,650,000 units in its first tranche at a price of $0.15 per unit. Each unit consisted of one common share and one share purchase warrant entitling the holder to purchase one additional common share at a price of $0.25 until December 20, 2005.The Company sold 850,000 units in the second tranche at a price of $0.15 per unit. Each unit consisted of one common share and one share purchase warrant entitling the holder to purchase one additional common share at a price of $0.25 until February 4, 2006.

(12)

These options were exercised by Robert L. Card, the President of Jet Gold.

(13)

50,000 shares were issued to acquire an interest in the Winnie property and 20,000 shares were issued as a finders fee.

(14)

On October 31, 2005, the Company closed a private placement of 1,500,000 units at a price of $0.10 for proceeds of $150,000. Each unit consists of one common share and one share purchase warrant entitling the holder to purchase an additional common share at a price of $0.12 for a period of one year and $0.15 for a period of two years from the date of closing of the private placement.

(15)

On April 13, 2006, the Company closed a private placement of 2,250,000 units at a price of $0.25 per unit for proceeds of $562,500. Each unit consists of one common share and one share purchase warrant entitling the holder to purchase an additional common share at a price of $0.35 for a period of two years from the date of closing of the private placement. The Company also paid a finders fee of $45,000 cash and granted 225,000 options exercisable at $0.25 for a period of two years, with each option exercisable into one common share unit consisting of one common share and one common share purchase warrant exercisable at a price of $0.35 for the period of two years from closing.

(16)

These shares include 50,000 common shares issued under the agreement to acquire a 100% interest in the Atlin property and 400,000 common shares issued under the Naskeena property agreement.

(17)

On January 9, 2007, the Company closed the private placement of 900,000 flow through common share units at a price of $0.15 per flow through unit for proceeds of $135,000, and 100,000 non-flow through common share units at a price of $15,000 per unit. Each unit consists of one common share and one share purchase warrant entitling the holder to purchase an additional common share at a price of $0.25 for a period of two years from the date of closing of the private placement.





Capital Expenditures



|Fiscal Year
Ended August 31 | Total Capital
Expenditures
|--------------------------- | --------------------------
|                            |                           
|Fiscal 2002                 | $    37,531 (1)           
|Fiscal 2003                 | $    20,912 (2)           
|Fiscal 2004                 | $  405,155 (3)            
|Fiscal 2005                 | $  147,487 (4)            
|Fiscal 2006                 | $  374,545 (5)            



(1)

All of these expenditures relate to the Spring Property located in the province of British Columbia. $5,000 was the initial payment for the property; $16,845 related to geological explorations costs; $13,186 related to geophysical exploration costs; and, $2,500 was for the payment of a reclamation bond.

(2)

$10,830 of this amount was related to the acquisition cost of the Set Ga Done Property and $8,643 was in payment of geological exploration costs on the Spring Property and $1,439 was in payment of geophysical exploration costs on the Spring Property.





















15



(3)

During the fiscal year, the Company spent $367,387 on the Set Ga Done Property. This consisted of acquisition costs in the amount of $16,181 and the following exploration costs: geological in the amount of $141,479; field expenses in the amount of $72,801; drilling expenses in the amount of $33,240; travel in the amount of $30,982; assaying expenses in the amount of $5,359; and, mapping in the amount of $505. The Company also posted a reclamation bond at a cost of $66,840. The also spent $33,805 on the Ward Property during Fiscal 2004. This consisted of $10,000 on acquisition costs and $23,805 on exploration costs consisting of both geological and geophysical exploration work. The Company also engaged in limited exploration work on the Spring Property at a net cost of $2,382. Both the Ward Property and the Spring Property were written off at the year-end as disclosed earlier in this document.

(4)

During the fiscal year, the Company spent $73,251 on the Set Ga Done Property. This consisted of the following exploration costs: geological in the amount of $42,446; field expenses in the amount of $9,565;  travel in the amount of $3,779; assaying expenses in the amount of $10,125; and, renewal in the amount of $7,336. The Company also acquired the Winni claim and spent $5,000 in acquisition; geological in the amount of $3,150; field expense in the amount of $14,671; and mapping in the amount of $1,116. The company also spent $20,694 for geological expenditures on the Atlin claim. The Company acquired a working interest in the Stewart oil and gas prospect spending $29,234 for its share of the estimated project costs, and $371 was related to the purchase of equipment.

(5)

During the fiscal year, the Company spent $270,677 on its mineral property interests and $103,869 on its oil and gas property interests. On the mineral properties, $122,000 was spent on acquisition costs on the Naskeena property and $7,500 for acquisition costs on the Altin property. $52,438 was spent on exploration of the Set Ga Done Property, including $1,325 for geological; Field expenses in the amount of $12,873; Drilling of $32,797; Assays of $2,593; and Consulting of $2,850. $12,914 was spent on exploration at the Naskeena property, including $1,500 on geological; $414 on Field, $3,000 on Consulting; and $8,000 on a Reclamation Bond. $75,825 was spent on exploration of the Atlin property, including $12,600 on Geological; $46,900 on Field; $3,929 on Mapping; $2,500 on a Reclamation Bond; and $9,896 on Trenching. .





4.B.  BUSINESS OVERVIEW



Historical Corporate Development

The Companys principal business since its incorporation has been the acquisition and exploration of natural resource properties.



In February 2001, the Company was declared to be an inactive issuer by the TSX Venture Exchange.  For the period from February 2001 through October 2002, the Company's primary activities involved the restructuring of its affairs to satisfy the TSX Venture Exchanges minimum listing requirements.



The Company held a 100% interest in two petroleum and natural gas leases located near Antelope Lake in Alberta.  The leases were each in respect of a 256-hectare surface area and had a five-year term commencing 8/23/2001.  The leases were canceled on 8/23/2002. Management of Jet Gold decided to cancel the leases because of negative exploration results.  The Company wrote-off an aggregate of $22,600 of acquisition costs in connection with the leases as at 8/31/2002.



In August 2001, the Company completed a private placement of 3,000,000 shares at a price of $0.10 per share to raise $300,000 and in May 2002, completed a second private placement of 1,000,000 units at $0.10 per unit to raise a further $100,000.



In March 2002, the Company entered into an Option Agreement to acquire a 100% interest in four mineral claims, Spring Property, located in the Similkameen Mining Division in British Columbia.  The TSX Venture Exchange approved that acquisition on 4/8/2002.  Subsequent to TSX Venture Exchange approval of the acquisition of the property, the Company completed a $50,000 work program on the claims.  The TSX Venture Exchange removed the Company's inactive designation on 10/18/2002.







16



Pursuant to an agreement dated 3/8/2002, the Company was granted an option to acquire a 100% interest in the Spring Property  located in the Similkameen mining division in consideration of a cash payment of $5,000 (paid) and incurring exploration expenditures of a minimum of $225,000 over a three-year period, as follows:



•

$50,000 by 2/28/2003

•

a further $75,000 by 2/28/2004

•

a further $100,000 by 2/28/2005.



The property was subject to a 2% net smelter royalty, payable to the optionor, which could have been purchased for $1,000,000.  Advance royalty payments in the amount of $10,000 per annum commenced on 2/28/2003 and were to continue until 2/28/2004, following which the advance royalty payments were to be $25,000 per annum.  Subsequent to the fiscal year ended 8/31/2004, the Company terminated its option on the property because of disappointing exploration results.  Acquisition and exploration expenditures, net of recoveries, in the aggregate of $47,495, were written off as at 8/31/2004.



In April 2003, the Company entered into a Memorandum of Understanding with Leeward Capital Corp. to participate in the acquisition and exploration of the Set Ga Done gold prospect located in Shan State, Union of Myanmar.  The proposed acquisition covered 700 square kilometers and is located in northeast Shan State across the Myanmar border from Yunnan Province in the Peoples Republic of China.  Under the terms of the Memorandum of Understanding the Company had to advance $50,000 as a refundable performance bank guarantee to the Government of Myanmar and expend the first $200,000 in acquisition and exploration costs to earn a 50% interest in the property with Leeward, following which costs will be shared equally.  The Government of the Union of Myanmar retains a 25% carried working interest.



The government of Myanmar on December 10, 2003 approved the Concession agreement for a period of four years. Subsequent to the approval, Jet Golds partner, Leeward Capital Corp., met with the Myanmar Ministry of Mines. The Myanmar Ministry of Mines approved the exploration program, which was proposed by Jet Gold and Leeward Capital. This program was to consist of geological mapping, geochemical sampling and diamond drilling.



In May 2003 the Company changed its name to Jet Gold Corp. and began trading under its new symbol, "JAU". Management decided to change the name of the company because they felt that the name Jet Gold Corp. was more descriptive of the companys current activities.



On February 18, 2004, the Company announced that the exploration program had begun. This phase of the exploration work was budgeted at $200,000 (US funds) and was funded by Jet Gold with Leeward Capital acting as the operator.



About two months later, on March 23, 2004, the Company announced that the first phase of the diamond drill portion of the exploration program on the property had begun and on May 13, 2004, 257 samples from the drill program were delivered to Loring Laboratories in Calgary, Alberta for assay.



On June 8, 2004 the Company announced that exploration work (drilling, geological mapping, prospecting and geochemical sampling) had been suspended and would resume in November 2004. These activities were suspended because of the significant rainfall, which occurs in Myanmar between June, and the end of October.



Also on June 8, 2004 the Company announced that it had entered into an option agreement with Emjay Enterprises Ltd., an unrelated party, to acquire a 100% interest in the Ward Property located near Greenwood, British Columbia.



During Fiscal 2004, the Company terminated its option on the Spring Property.  Acquisition and exploration expenditures, net of recoveries, in the aggregate of $47,495, have been written off as at 8/31/2004.



On September 2, 2004, the Company announced that it had decided to not proceed with the option agreement pertaining to the Ward Property because of poor exploration results. Acquisition and exploration expenditures in the aggregate of $22,805 pertaining to this property were written off as at 8/31/2004.







17



At this same time, Jet Gold announced that it had entered into a new agreement to acquire six mining claims, Winnie property located in the Vernon Mining Division of British Columbia. The terms of the agreement pertain to the claims located in the Vernon Mining Division were that Jet Gold make a down payment of $5,000 (paid); issue 200,000 (70,000 issued) common shares to the vendor in stages over four years; and, agree to a work commitment of $500,000 over four years with a minimum of $50,000 being spent in the first year.



On October 6, 2004, Jet Gold announced that the property contract terms with the government of Myanmar pertaining to the Set Ga Done property had been extended from four years to five years because of the progress of the exploration work which had begun earlier in the year.



On December 7, 2004, the Company and Leeward Capital Corp. entered into a drilling contract with an unrelated company called Exploration Drilling Corporation to drill 1500 meters on the Set Ga Done property.



On August 30, 2005 the Company elected to participate in a 2.5% working interest (1.875% net revenue interest) in a drilling program for natural gas in a prospect known as the Stewart lease located in Goliad County, Texas. During the year ended 8/31/2006, the test well on the prospect was plugged and abandoned and $26,042 in exploration costs were written off leaving a carrying value of $5,410 in acquisition costs for the prospect at August 31, 2006.



On September 15, 2005, the Company exercised its option to acquire a 100% interest in 18 mineral claims located in the Atlin Mining Division in British Columbia. The Company paid $5,000 in cash and will issue 200,000 common shares to the vendor over a three year period and, agreed to a work commitment of $225,000 over a three-year period with a minimum of $50,000 being spent in the first year. The Company will also issue an additional 100,000 shares if the property is put into commercial production and subject to a 2% net smelter return royalty on gold production. Under this agreement, 50,000 common shares were issued to the vendor in the fiscal year ended 8/31/2006.



In March 2006, the Company announced that it had entered into an option agreement to acquire a 100% interest in three coal licenses collectively known as the Naskeena property. To exercise its option, the Company must make cash payments to the vendor of $55,000, incur $600,000 in exploration expenditures over a three-year period, and issue a total of 2,000,000 common shares in 4 issuances based upon several milestones, including completion of a feasibility report and placing the property into commercial production. During the fiscal year ended 8/31/2006, 400,000 common shares were issued to the vendor under this agreement.



In July 2006, the Company and its joint venture partner, Leeward Capital, announced they had signed an agreement to option the Set Ga Done property to Quad Energy SA. Under the agreement, Quad Energy can earn up to a 51% interest in the joint venture by spending US$700,000 on exploration and development prior to January 7, 2008.



Jet Gold Corp. is an exploration stage company and there is no assurance that a commercially viable mineral deposit exists on any of its properties.  Further evaluation will be required on each property before a final evaluation as to the economics and legal feasibility of the property is determined.



Plan Of Operations



Source of Funds for Fiscal 2006

The Issuers primary source of funds since incorporation has been through the issuance of common shares.



The Issuer had a working capital balance of $530,481 on 8/31/2006. On January 9, 2007, the Company closed a private placement of 1,000,000 units at a price of $0.15 per unit for proceeds of $150,000. The proceeds from this private placement will be used for exploration work on the Naskeena Coal Project and for general working capital purposes.



Use of Funds for Fiscal 2007

For Fiscal 2007, the Issuer estimates that it will expend $350,000 on general/administrative expenses and $200,000 on property acquisition/exploration expenses. Management believes it has sufficient working capital for fiscal 2007s budgeted expenditures.









18



Anticipated Changes to Facilities/Employees

Management of the Issuer anticipates no changes to either facilities or employees in the near future.



United States vs. Foreign Sales/Assets

The Issuer has had no revenue during the past five fiscal years.



At 8/31/2006 and 8/31/2005, the Companys assets were located in Canada, Union of Myanmar and the United States; at 8/31/2004 and 8/31/2003 the Issuers assets were located in Canada and the Union of Myanmar.  At 8/31/2002 all of the Issuers assets were located in Canada.



|8/31/2002: | $384,928 - Canada                                           
|---------- | ------------------------------------------------------------
|8/31/2003: | $10,830   Union of Myanmar
$267,460  Canada               
|8/31/2004: | $378,217  Union of Myanmar
$277,857  Canada               
|8/31/2005  | $451,468  Union of Myanmar
$29,234  USA
$310,641 -Canada  
|8/31/2006  | $503,907 - Union of Myanmar
$107,061  USA
$808,032 - Canada





Material Effects of Government Regulations

The current and anticipated future operations of the Issuer, including further exploration activities, require permits from various Canadian Federal and Provincial governmental authorities and from various governmental authorities in the Union of Myanmar.  Such operations are subject to various laws governing land use, the protection of the environment, production, exports, taxes, labor standards, occupational health, waste disposal, toxic substances, well safety and other matters.  Unfavorable amendments to current laws, regulations and permits governing operations and activities of resource exploration companies, or more stringent implementation thereof, could have a materially adverse impact on the Issuer and cause increases in capital expenditures which could result in a cessation of operations by the Issuer.  The Issuer has had no material costs related to compliance and/or permits in recent years, and anticipates no material costs in the next year.



Seasonality

The Company can conduct certain types of exploration activities on its properties year-round.



Dependency upon Patents/Licenses/Contracts/Processes

Sources/Availability of Raw Materials

The Company is not dependent upon any Patents, Licenses, Contracts or Processes. No raw materials are required for the Companys exploration activities.



4.C. Organization Structure

Jet Gold Corp. (Jet Gold, the Company or the Issuer) was formed under the British Columbia Act on 4/24/1987 under the name Veto Resources Ltd.  On 1/24/1997, the Company changed its name to Baron Gold Corp.  On 3/23/1998 the Company changed its name from Baron Gold Corp. to BG Baron Group Inc.  On 10/5/1999, the Company changed its name to Consolidated BG Baron Group Inc. On 4/3/2000, the Company changed its name from Consolidated BG Baron Group Inc. to In-Sync Industries Inc.  On 5/27/2003 the Company changed its name from In-Sync Industries Inc. to Jet Gold Corp.



The Issuer has no subsidiaries.















19



4.D.  Property, Plant and Equipment

This section first discloses where the Issuers office is located in Canada and then describes the mineral properties in which the Issuer has an interest. In the description of the mineral properties, it is disclosed that these properties are only exploration stage properties and that a substantial amount of capital will have to be spent on each property before management will know if they contain commercially viable mineral deposits.  A discussion of the Naskeena Coal Project, which is currently the focus of the Companys exploration efforts, is followed by a description of the Set Ga Done Property, which currently consists of 175 square kilometers and is located in northeast Shan State across the Myanmar border from the Yunnan Province in China, and a description of the Atlin and property, located in the Canadian province of British Columbia. The Company also has interests in two oil and gas exploration prospects, the Steward and Funk prospects, which are located in Texas, United States.



The Issuers executive offices are located in rented premises of approximately 790 sq. ft. at Suite 1102, 475 Howe Street, Vancouver, British Columbia CANADA V6C 2B3.  The Issuer began occupying these facilities on November 1, 2002.  Monthly rent is $500.00.



It is important to note that even if the Issuer completes its exploration program on the Naskeena coal project, or its joint-venture partner completes its exploration program on the Set Ga Done property, and the Company is successful in identifying mineral deposits, a substantial amount of capital will still have to be spent on each deposit on further drilling and engineering studies before management will know that the Issuer has a commercially viable mineral deposit (a reserve) on any of its projects.



The Naskeena Coal Property

The Naskeena Coal Property is without known reserves and the work being done by the Issuer is exploratory in nature. The Issuers interest in the property stemmed from earlier exploration work, as described below, that was done in the area.

































































20



[jet2006amend2001.jpg]



Under an agreement between the Company and Black Diamond Coal Prospecting Syndicate (Black Diamond) dated March 17, 2006, the Company was granted an option to acquire a 100% interest (subject to a 2% production royalty) in three coal license applications known as the Naskeena Coal Property.





21



To earn a 100% interest, the Company must make cash payments of $55,000 and issue 2,000,000 common shares of Jet to Black Diamond, and spend $600,000 in exploration on the property under the following schedule:



a)

Cash Payments



i)

$20,000 upon conversion of the coal license applications to formal coal licenses (Paid);



ii)

$35,000 upon approval of the Option Agreement by the TSX Venture Exchange (Paid).

b)

Exploration Expenditures

i)

Incur $100,000 on or before March 31, 2007;

ii)

Incur an additional $200,000 on or before March 31, 2008;

iii)

Incur an additional $300,000 on or before March 31, 2009.

c)

Common Share Issuances

i)

Issue 400,000 common shares on the date the option agreement is accepted for filing by the TSX Venture Exchange (Issued);

ii)

Issue 400,000 common shares on the first anniversary of the Approval Date, provided that the Company has completed the expenditure requirement and completed and filed a 43-101 compliant technical report on the Property;

iii)

Issue 500,000 common shares on completion by the Company of a feasibility report recommending that the Property be brought into commercial production; and

iv)

Issue 700,000 common shares upon the placement of the Property into commercial production.



Black Diamond retains a 2% royalty on the sale of coal or other products from the property. The Company has a right to purchase one-half of the royalty by paying $500,000 to Black Diamond.



This agreement is considered to be non-arms length as Robert Card, President of Jet Gold, owns a 25% interest in Black Diamond. The Company is current on all of its required obligations under the agreement.



Size and Location

The project consists of 3 coal tenures totaling 45 square km located in the Skeena Mining Division in Northwest British Columbia. The 3 tenures were granted to Alex Burton by the Province of British Columbia on August 31, 2006. The tenures are held in trust by Alex Burton for the Black Diamond Prospecting Syndicate, of which he is a member.



|Tenure
Number | Tenure
Type | Map
Number | Mining
Division | Hectares
|------------- | ----------- | ---------- | --------------- | --------
|              |             |            |                 |         
|417512        | Coal        | 103I096    | Skeena          | 1485.0  
|417513        | Coal        | 103I096    | Skeena          | 1486.0  
|417514        | Coal        | 103I086    | Skeena          | 1486.0  



In order to maintain the mineral tenures in good standing, British Columbia requires minimum exploration expenditures or, in lieu of exploration expenditures, direct cash payments to the Province. The required exploration expenditures have been met, and the tenures are in good standing.







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The project is bisected by a paved road and lies 27 miles from a railhead in the town of Terrace and 100 miles from the Prince Rupert coal terminal. A high tension power line also bisects the project. The elevation of the project area ranges between 200 and 500 meters above sea level. The Coast Mountains rise steeply from the valleys to heights of 1,200 to 2,000 meters. Mature cedar forests once covered the project area, but in recent years most the area has been logged and replanted.



Size and Location

The project consists of 3 parcels totaling 45 square km located in Northwest British Columbia. The project is bisected by a paved road and lies 27 miles from a railhead in the town of Terrace and 100 miles from the Prince Rupert coal terminal. A high tension power line also bisects the project.



[jet2006amend2002.jpg]



Property Geology

The project is located within the Kitsumkalum River valley basin which runs north/south, just east of the main Coast Range intrusive complex. The valley is considered an extension of the Kitimat Trench and is a rift valley feature. The Naskeena coal project is located at the head of the valley, where the northern portion of the project has shallow overburden or exposed bedrock and the southern portion is covered by Quatemary gravels with an estimated depth of up to 30 meters. Coal seams are exposed at surface in several areas of the project, and much of the known deposit is adjacent to, but clear of, the Big Cedar River which runs through the project.















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History and Previous Work

The property and its coal potential was first discovered through a government regional resource assessment program in 1914. At the time of the original reports, the deposit was described as adjacent to the Little Cedar River. Sometime after the initial discovery, the Little Cedar River was renamed the Big Cedar River and another tributary to the west was named the Little Cedar River. This change caused confusion when others attempted to follow-up the initial discovery and led them to explore to the west of the actual discovery, where follow-up exploration discovered only minor coal. Only recently was the change of names discovered, and the actual coal deposit rediscovered.



Current and Anticipated Work

During the year ended 8/31/2006, the Company expended $12,914 on exploration on the property. This includes an $8,000 reclamation bond with the Province of British Columbia. The Company is planning a Phase 1 exploration program in fiscal 2007 which will consist of initial mapping to determine where the second phase of exploration will be conducted. The budget for Phase 1 is estimated at $20,000. Phase 2 will consist of excavator trenching to expose the outcropping coal beds for Phase 3 exploration, which will consist of drilling to determine the thickness of the coal seams and outline potential open pit mineable beds. The estimated budgets for Phase 2 and 3 are $40,000 and $100,000, respectively.



During the first quarter of fiscal 2007, the Company commenced fieldwork at Naskeena after receiving all final permits and coal licenses from the provincial Ministry of Mines. The mapping program discovered additional coal showings, and the coal-bearing area has been delineated to within the logical boundaries of eastern and western faults. Alteration is minimal, which suggests the area is an undisturbed portion of Bowser Basin sediments. The area of anomaly is roughly estimated at over 18,000 acres, and the northern portion is typically of shallow overburden and gentle dipping beds which may be conductive to open pit possibilities.



The Company originally anticipated beginning a diamond drill program on the original coal showing as well as 3 newly discovered showings, in November 2006. However, due to delays with the contracted driller and poor weather, the Company delayed the drilling until calendar 2007. In January 2007, the Company signed a contract with Driftwood Diamond Drilling Ltd. for diamond drilling to begin in late February or early March, depending on local weather conditions.



The Set Ga Done Gold Property

The Set Ga Done Property is without known reserves and the work being done by the Issuer is exploratory in nature. The Issuers interest in the Set Ga Done Property stemmed from earlier exploration work, as described below, that was done in the area.



Acquisition of Interest

The Company entered into a Memorandum of Understanding (MOU) with Leeward Capital (Leeward) to participate in the acquisition, exploration and development of an exploration block originally consisting of 700 square km, located in Shan State, Union of Myanmar.  Pursuant to the MOU, the Company expended an initial US$200,000 in acquisition and exploration costs and advanced US$50,000 as a refundable performance bank guarantee to the Government of Myanmar to earn its interest in the property with Leeward.  Leeward has entered into an agreement with the Government of Myanmar to earn a 75% interest in the property, subject to certain back-in provisions reserved by the Government of Myanmar.  The Government of Myanmar will hold a 25% carried working interest.  The joint interest may be earned by expending approximately US$1,750,000 in exploration on the property over a three-year period and an additional US$1,000,000 on a feasibility study.  The carried interest of the Government of Myanmar is 25% and the earned interest of Leeward is 37.5% and the interest of the Company is 37.5%. Leeward received final approval on the concession agreement from the Government of Myanmar on December 10, 2003.



















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Under an agreement dated June 9, 2006, the Company and Leeward entered into a joint-venture partnership agreement with Quad Energy SA (Quad). Under the agreement, Quad can earn a 51% joint-venture interest in the property. To earn its interest, Quad must expend US$700,000 on exploration on the property prior to January 7, 2008. For each US$13,725 expended, Quad will earn a 1% interest (US$700,000 for 51%). Quad may terminate the agreement at any time based upon 30 days notice, but if Quad terminates the agreement prior to expending US$700,000, the Company and Leeward may repurchase Quads interest for the amount equal to the amount expended on exploration by Quad to earn such percentage interest.



If Quad expends the full US$700,000 to earn a 51% interest, Jets ownership of the joint-venture on the property will be reduced to 18.4%.



Size and Location

The Set Ga Done property originally consisted of 700 square kilometres and is located in Myanmar in Shan State. The concession is about 200 kilometres north-northeast of the city of Mandalay and 90 kilometres from the boundary of Myanmar and the Yunnan Province of China.



Under the terms of the original agreement with the Government of Myanmar, the size of the property must be reduced by 50% at stages during the exploration phase. During the fiscal year ended 8/31/2006, the joint-venture partners submitted the relinquishing report to the Government, which was accepted. Therefore, the current size of the project is 175 square km.













































































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[jet2006amend2003.jpg]















26



[jet2006amend2004.jpg]













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Accessibility, Climate, Infrastructure and Physiography

The Set Ga Done property is located in northern Myanmar, about 200 km NNE of the city of Mandalay. The boundary with China (Yunnan Province), at its nearest point, is about 90 km to the east. The property lies within Mabein Township, in northern Shan State.  There are no all-weather roads within the block itself, where transport relies on a network of seasonal logging roads. These roads are drivable only during the dry season, approximately December to May.



The vicinity can be accessed from all-weather roads leading to the town of Mabein to the south, or from the bridge crossing of Shweli River at the village of Nga-O to the north. The Mabein route involves a raft crossing of Shweli River north of the town of Momeik. Nga-O lies on a newly upgraded main road (loose surface), which connects Mandalay with Tagaung, Bhamo, and Myitkyina, via a route on the east side of Ayeyawady River.



The miners camp at the Set Ga Done work site is accessible by logging roads, 40 km from Mabein. The route passes through the villages of Yanbo and Kawdaw.



All-weather roads extend from either Mabein or Nga-O to Bhamo, where there is an airport with scheduled air service. However, it is more usual to travel by road, rail, or air to the city of Mandalay, and proceed by road from there. Supplies are obtained from either Mandalay or Momeik. The nearest hotels are at Momeik.



A hydroelectric power development is under construction on Shweli River, about 80 km east of the property. This will in future supply electricity to the region.



Topographically, those portions of the area underlain by Tertiary sediments and Quaternary alluvium are plains of low relief. The remainder is hilly, with maximum relief of about 750m. The highest hill, Wantu Pum, attains an elevation of 915 m, and valley bottoms are at about 150 m. Natural vegetation consists of jungle with very tall trees, but much of the area has been logged. Paddy cultivation is limited to a few areas of recent alluvium in the valleys. (Alluvium is defined as freshly eroded rock particles that have come off the hillsides and been carried to their present locations by streams.



Property Geology

Nothing is known of the geology of the property north of 23°45 N.



The geology of the remainder of the block is taken from the work of East Asia Gold Corp. The block is underlain by a granitoid pluton along its eastern margin, a series of volcanic rocks east of Maingtha Chaung, a large area underlain by Cretaceous limestone west of that river, and a region of Eocene clastic sediments still further west. There are also areas covered by recent alluvium.



The oldest rocks on the mapped portion of the concession are volcanic units, which occur east of Maingtha Chaung, and in a small window on Kyaukkyat Chaung.



Cruickshank (2002a) described the geology of Set Ga Done and its immediate environs. Andesites hosting the mineralization are massive flows, with no visible internal structures. In most cases it is impossible to discern their attitude. Well-defined bedding was noted in one exposure of banded tuff, which shows a southeasterly strike and a dip of 58° SW. Fragmental textures were noted in exposures along Maingtha Chaung, but bedding was not discernable there. When fresh, the rock is dark grey-green in colour. The andesite sometimes displays finely crystalline, equigranular texture, resembling microdiorite. It can also be aphanitic and/or porphyritic (usually plagioclase). Secondary epidote is commonly present, either as halos along fractures, or pervasive infusions. Epidote is very common at Set Ga Done, but also occurs in more distant unmineralized exposures. The topographic expression of the volcanic unit is as rolling hills of moderate height. This is certainly the unit, which has been correlated with the Mawgyi volcanics As it is overlain uncomformably by mid-Cretaceous sediments, it must be Lower Cretaceous or older, perhaps Triassic.













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A large granitic batholith occupies the eastern margin of the area, extending beyond its northern and southern boundaries. The rock has been described as hornblende-biotite granite, while Cruickshank (2002) suggested that it is biotite granodiorite (no petrographic studies have been undertaken). In hand specimen the rock appears equigranular and quartz poor, with biotite predominating over hornblende. Finely crystalline, dark inclusions are common. The age of the pluton is constrained by its intrusion of Triassic volcanics, and the fact that it is unconformably overlain by mid-Cretaceous sediments. The region underlain by the batholith is characterised by high hills and relatively rugged topography.



Limestones along Maingtha Chaung are undoubtedly the Taungbwet Taung Formation, of Upper Albian or Cenomanian (mid-Cretaceous) age. Mapping by Cruickshank (2002) shows that this formation overlies the volcanic units and the granitoid, with distinct angular unconformity. The base of the formation is marked by conglomerate and coarse sandstone, which pass upwards into fine sandstone and shale. The basal conglomerate contains abundant volcanic clasts, but no granitic pebbles were noted. The clastic member is overlain by a thick sequence of fossiliferous limestone, which in many places is almost entirely bioclastic. Orbitolinais prominent, but other fossils also occur. Where steeply dipping, the limestone forms prominent ribs, which are conspicuous on the topographic maps. Volcanic pebbles in the basal clastics confirm that this formation is younger than the extrusive units. The absence of plutonic pebbles is puzzling, as in one outcrop along Maigntha Chaung, the basal conglomerate clearly rests on rocks of the granitic pluton.



In mapping only a limited area near Set Ga Done, Cruickshank (2002) recognised three small porphyry bodies, of which at least one is definitely intrusive. It intrudes the base of the Taungbwet Taung Formation, making it the youngest lithology in the Mesozoic belt. Some of these intrusions may be similar to porphyries that intrude the Cretaceous carbonates to the southwest, near Twinnge, where they are associated with copper skarns.



Eocene sedimentary rocks occur west of the limestone of the Taungbwet Taung Formation, which they overlie unconformably. EAGC (1997) describes a basal conglomerate about 15 metres thick, with overlying sandstone, shale, and coal seams. They report that paleoplacer gold occurs in the basal conglomerate (a well-known phenomenon in upper Myanmar). The rocks have been folded, but no structural information is recorded on the EAGC computer-generated maps. EAGC (1997) assigns this unit to the Male Formation. Topographically, this unit underlies a plains area of undulating relief.



The structural geology of the area is not well known, as the computer-generated maps prepared by EAGC generally include no structural information (the one item shown, a fault drawn at the base of the limestone body, is incorrect). The rocks have been folded, probably with major axes varying between N and NE. Given the complex tectonic history of the region, there must have been several periods of folding and one or two episodes of overthrusting. Mapping by Cruickshank (2002a) near Set Ga Done showed that bedding in the Taungbwet Taung Formation is invariably oriented parallel to the basal contact (strikes are generally NE or NNE, with variable NW dips). The most massive beds of the Taungbwet Taung Formation appear as narrow ribs on the topographic maps, possibly outlining plunging folds with axes trending NNE. A number of short northwest-trending topographic lineaments occur parallel to the mineralised zone at Set Ga Done.



History and Previous Work

Local artisanal miners have been exploiting lode and alluvial gold occurrences along upper Maingtha Chaung (river) in this vicinity for at least the past 15 years. The principal lode mining site is at Set Ga Done, which was discovered in 1989 by East Asia Gold Corp., an unrelated company. Lode gold was also produced at Nga Mu Gyi in the period 1987 to 1993. Alluvial gold has been mined at several sites along the Maingtha stream, from both raised terraces and the recent alluvium. Most of the alluvial workings are upstream from Kawdaw village.



A large part of the block occurring south of latitude 23°45 North was explored by East Asia Gold Corp., in the period 1996 to 2002. This work was carried out intermittently, and the block was relinquished at the end of May 2002. Activities included prospecting, geological mapping, stream sediment and pan concentrate sampling, reconnaissance soil geochemistry, limited trenching, and two unsuccessful attempts at drilling.













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2004 Activities

On February 18, 2004, the Company announced that the exploration program had begun. This phase of the exploration work was budgeted at $200,000 (US funds) and was funded by Jet Gold with Leeward Capital acting as the operator.



About two months later, on March 23, 2004, the Company announced that the first phase of the diamond drill portion of the exploration program on the property had begun and on May 13, 2004, 257 samples from the drill program were delivered to Loring Laboratories in Calgary, Alberta for assay.



On June 8, 2004 the Company announced that exploration work (drilling, geological mapping, prospecting and geochemical sampling) had been suspended and would resume in November 2004. These activities were suspended because of the significant rainfall, which occurs in Myanmar between June, and the end of October.



On December 7, 2004, the Company and Leeward Capital Corp. entered into a drilling contract with an unrelated company called Exploration Drilling Corporation to drill 1500 meters on the Set Ga Done property beginning in early 2005.



2005 Activities

The Companys drill program of 1,500 meters was put on hold. The Company is waiting for final clearance from the Government of Myanmar to import the drilling equipment. Once importation is cleared it is anticipated the drilling program will take approximately two weeks to complete.



Activities included preparation for a drilling program, detailed investigation of a gold showing at Nga Mu Gyi, detailed mapping and sampling of other mineralized exposures, soil sampling, property scale mapping, prospecting and stream sediment sampling.



Activities at Set Ga Done involved attempts to determine if parallel gold veins occur nearby. Three lines were cut, each two kilometers long and centered on the known gold zone, was completed. Soil samples were collected at 25 meter interval, except for portions disrupted by mining activities. The new lines were mapped at a scale of 1:2500. No prospective new gold zones are apparent from the soil data, but this does not necessarily preclude their existence.



Two of the three soil lines originating from the Set Ga Done base line were extended all the way to the Nga Mu Gyi grid. Soil samples collected on the new lines at 25 meter intervals and mapping at a scale of 1:2500. Soil sampling failed to reproduce an apparent anomaly located in the previous field season. Work this season also included mapping all old pits and shafts and trenching.



In the Legat Chaung area last seasons program located several rock and pan concentrate gold anomalies. Activities this season discovered wide spread mineralization and alteration in this area.



2006 Activities

During the year, the Company expended $52,438 on exploration on the property. These expenditures were incurred in preparation of a follow-up drill program utilizing a larger diamond drill than previously used. The diamond drill and equipment was imported into Myanmar and will be used by the new optionee, Quad Energy.



Anticipated 2007 Activities

Quad Energy, as the new optionee on the property, is expected to begin a drill program on the property in early 2007 after the monsoon season and as road construction is completed. This drilling will follow up the previously delineated Nga Mu Gyi gold zone and other gold anomalies on the property.





















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The Atlin Property, British Columbia



The Company exercised its option to acquire a 100% interest in 18 mineral claims located in the Atlin Mining Division in British Columbia in consideration of a cash payment of $5,000 (paid), the issuance of 200,000 common shares in stages comprised of 50,000 upon signing and approval of the TSX Venture Exchange (issued), 50,000 shares after $50,000 in work, 50,000 shares after an additional $75,000 in work, and 50,000 after an additional $100,000 in work. The Company must also incur exploration expenditures of a minimum of $225,000 over a three-year period, as follows: $50,000 by August 20, 2006, a further $75,000 by August 20, 2007 and a further $100,000 by August 20, 2008.The Company will also issue an additional 100,000 shares if the property is put into commercial production and be subject to a 2% net smelter return royalty on gold production. The Company also acquired two placer mining claims which overlie the 18 mineral claims concurrent with the option agreement above.



Location



The Atlin Property consists of eighteen hardrock mining claims and two placer mining leases which overlie the hardrock claims, located in the Atlin Mining Division in British Columbia. The total area of the property is 292.89 hectares.



Accessibility, Climate, Infrastructure and Physiography



Access to the property is by road from the village of Atlin, B.C. Thirteen kilometers north from Atlin on the provincial highway system then turn east to the Fourth of July Creek Road which is followed for 35 kilometers past the headwaters of Fourth of July Creek. The property covers the north flowing portion of Consolation Creek and can be accessed from the road which continues south on Consolation Creek.



The Atlin property is in the northern lake district which is in the rain shadow of the Coast Range Mountains with mild and relatively dry summers and cold dry winters with modest snowfall.



The town of Atlin has all services such as hotels, restaurants, stores and mechanical services. Atlin is a 41/2 hour drive south of Whitehorse which is the main city of the Yukon



Geological Setting



The Atlin property is on the northern end of the Atlin placer gold camp. It is at the northern end of the Permian age rocks consisting of the Cache Creek Group of three sections of chert plus argillite, greenstone, volcanics and limestones. Associated with Cache Creek rocks is the Atlin Intrusions which are basic volcanics. These Permian rocks are recognized as the host for lode deposits that provide the placer gold.



Past Work by Jet Gold Corp.



In 2005 the Company examined the claims and found that there had been one hand dug shaft which penetrated below the glacial boulders and found the Permian rock gravels. Gold is reported to have been produced from these Permian rock gravels. The Company found that the north-south portion of Consolation Creek was geomorphologicaly large enough to host a placer deposit.



The stream sediments of Consolation Creek which would normally have been tested for their placer gold content are covered with glacial outwash layer of granitic boulders derived from the high mountains to the south. The boulders are larger than hand mining methods could move so the deeper gravels are essentially untested. In addition the host rocks for gold mineralization are also covered with glacial materials.



Current and Anticipated Work

During Fiscal 2006, the Company expended $75,825 on exploration at the Atlin property. The work included trenching to expose bedrock and any possible gold-bearing systems, as well as testing the placer gravels overlying the hardrock for gold content. In August 2006, the Company carried out sampling and trenching, including excavator trenching to bedrock in an ancient stream bed. Due to limitations in time and equipment, all the goals were not attained. Samples gathered during the program have been submitted for analysis.





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Any future exploration program on the property will be dependent upon the results of the 2006 program as well as the results from the Companys other projects. The Company has no current plans to expend exploration funds on the Atlin project in fiscal 2007.



In order to maintain the mineral claims in good standing, British Columbia requires minimum exploration expenditures or, in lieu of exploration expenditures, direct cash payments to the Province. The required exploration expenditures have been met, and the claims are in good standing.



Stewart Oil and Gas prospect, Texas

The Company has elected to participate in a 2 1⁄2% working interest (1.875% net revenue interest) in a drilling program for natural gas in a prospect known as the Stewart lease located in Goliad County, Texas. The project is comprised of 544 acres of leases in an area of current production of natural gas. The Company paid $29,234 for its share of the estimated project costs in 2005. Horizon Industries Ltd. is the operator of the Stewart prospect.



Location



The 544 acre Stewart Property is located in Goliad County, Texas within the Jobar field.



Setting



The Stewart prospect is within the Jobar field, which was discovered by Edge Petroleum in late 1997 with production from the middle Yegua formation between 5,300 and 5,500 feet. To date, there are 9 existing wells in the Jobar field owned and operated by other companies.



The Jobar field appears to be a series of isolated bar deposits trending in a north-east/south-west direction. Some faulting may have occurred between the bars. The average area of the individual bar is approximately 40 acres. The Jobar field was discovered using seismic amplitude analysis. 2D Seismic over the Stewart lease indicates the existence of at least three and up to five untested sand bars. The operator has purchased a 3D data set over this prospect to further refine these targets prior to drilling.



Past Work by Jet Gold Corp.

The Stewart #1 well was placed online for flow testing on February 8, 2006. However, due to poor ongoing flow rates, the well was plugged and abandoned. During the year ended 8/31/2006, the Company wrote-off $26,042 in exploration costs related to the Stewart #1 well.

Current and Anticipated Work

The operator of the Stewart Prospect, Horizon Industries, prepared an expanded 3-D seismic data program on the prospect and surrounding lands. The data identified potential gas sands in the Frio formation at 3,000 feet and the Cook Mountain formation at 5,600 feet. The Stewart #2 well is being planned to be drilled to a total depth of 5,700 feet. Horizon has finalized a drilling contract for Stewart #2 with Arrow Drilling, which is expected to commence drilling in the first quarter of calendar 2007.



Funk Oil and Gas prospect, Texas

The company has elected to participate in a 5% working interest (0.725% net revenue interest) in a drilling program for natural gas in the Funk prospect located in Goliad County, Texas. The prospect is comprised of two tracts of 240 acres and 160 areas in an area of current natural gas production. Horizon Industries is the Operator of the project.



Location

The 400 acre Funk Prospect is located in Goliad County, Texas within the Middle Yegua gas trend.



Current and Anticipated Work

The project operator, Horizon Industries, commenced drilling the Horizon Funk No. 1 well in August 2006. The well was drilled to a total depth of 2,530 feet, and logs indicated 15 feet of pay extending from a depth of 2,018 feet to 2,033 feet. A 4-foot interval was perforated between 2,020 and 2,024 feet, and a flow test was performed. The well flowed dry gas at rates ranging from 306,000 cubic feet on an eight-64ths choke to 611,000 on a twelve-64ths choke.







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Subsequent to the year-end, in January 2007, Horizon Industries completed the drilling, logging and core sampling of the Horizon Funk No. 2 well which was drilled to a total depth of 6,060 feet. The target zone of the Yegua formation was intersected from a depth of 5,580 feet to 5,680 feet A secondary zone in the Cook Mountain formation was intersected from 5,820 feet to 5,840 feet. Two net pay zones were also intersected in the Frio formation of 22 feet and 8 feet starting at 3,121 feet. The operator perforated the secondary pay zone in the Cook Mountain formation over 6 feet from 5,823 to 5,829 feet, and the Yegua formation was also perforated, both with limited success. Therefore, the decision was made to place the Frio zone into production and return to the deeper zones at a later date. The lowermost Frio zone was perforated and put into production in September 2007 on a 9/64ths choke. The well currently has a stable flow rate of approximately 200 MCF per day.



In addition to the Funk #1 and #2 wells drilled by Horizon, there are two existing shut-in wells on the prospect which have been tested for production tie-in. Horizon has also identified 6 additional prospective well locations on the prospect, and plans to drill 4 wells during calendar 2007.



The Company paid $101,650 for its share of project costs to August 31, 2006, and subsequent to the year-end, advanced an additional $18,863 ($120,513 total to date) to cover its share of anticipated project costs.





ITEM 5.  OPERATING AND FINANCIAL REVIEW AND PROSPECTS

The following discussion for the Fiscal Years Ended 8/31/2006, 8/31/2005, and 8/31/2004 should be read in conjunction with the financial statements of the Issuer and the notes thereto.



The Company's financial statements are stated in Canadian Dollars (CDN$) and are prepared in accordance with Canadian GAAP, the application of which, in the case of the Company, conforms in all material respects for the years presented with US GAAP, except as disclosed in Note 13 to the Companys audited annual financial statements. The value of the U.S. Dollar in relationship to the Canadian Dollar was $1.11 as of August 30, 2006, and was $1.19 as of January 30, 2007.



The Company has since inception financed its activities through the distribution of equity capital. The Company anticipates having to raise additional funds by equity issuance in the next several years, as all of the Companys properties are at the exploration stage. The timing of such offerings is dependent upon the success of the Companys exploration programs as well as the general economic climate.



Results of Operations



Fiscal 2006 Ended 8/31/2006 vs. Fiscal 2005 Ended 8/31/2005



Overview



For the year ended August 31, 2006 the Company had a net loss of $359,187 ($0.02 per share) compared to a net loss of $317,155 ($0.02 per share) for the year ending August 31, 2005. The increase in Fiscal 2006 was due to higher Investor Relations expense of $99,678 (2005 - $49,098), Legal and Accounting of $37,739 (2005 - $14,333) and write-off of oil and gas interests related to the abandonment of the Stewart #1 well in the amount of $26,042 (2005 - $Nil).The Company expects to continue losses for Fiscal 2007 as it explores its mineral properties and expends funds on its oil and gas interests.



Expenses



General and administration expenses totaled $336,655 for the year ended August 31, 2006 compared to $291,206 in the prior year. The largest five items for this fiscal year were investor relations, stock-based compensation, administration, legal auditing and accounting and regulatory fees. Details of these five items are as follows:













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Investor relations of $99,678 (2005 - $49,098) included the retention of an investor relations firm on a month to month basis, as well as web site development and mailings to investors. The prior years activities included promotions in trade magazines, web site development, and in-house investor relations activities. The Company expects to continue its investor relations activities in the next fiscal year.



Stock based compensation of $73,265 (2005 - $105,062) as a result of the Company continuing to issue stock options under the option plan. During the year, the Company granted 1,050,000 stock options.



Administration of $48,000 (2005 - $48,000) for management consulting to an officer and director as a result of the activity of the Company. The Company expects to expend the same amount in the next fiscal year.



Legal, audit and accounting of $37,739 (2005 - $14,333) consists of $11,870 (2005 - $5,083) for legal fees as a result of additional property acquisitions and private placements, and $25,869 (2005 - $9,250) for auditing and accounting.



Write off of Oil and Gas Properties was $26,042 (2005 - $Nil) which was related to the abandonment of the Stewart #1 well in Texas. No Mineral Interests were written-off in the current year compared to $36,537 written off in the prior year related to the dropping of the option on the Winni property.



In British Columbia, the Company incurred $7,500 of acquisition costs on the Atlin property and spent $75,825 exploration work. On the Naskeena Coal property, the Company incurred $122,000 of acquisition costs and spent $12,914 on exploration.



In Myanmar, the Company incurred no acquisition costs, and spent $52,438 exploration on the Set Ga Done property.



All other expenses are in the normal course of business.





Fiscal 2005 Ended 8/31/2005 vs. Fiscal 2004 Ended 8/31/2004



Overview



For the year ended August 31, 2005 the Company had a net loss of $317,155 ($0.02 per share) compared to a net loss of $466,899 ($0.04 per share) for the year ending August 31, 2004. The decrease in Fiscal 2005 was mainly as a result of a reduction in stock-based compensation of $105,062 (2004 - $160,313)and write-off in mineral properties in the amount of $36,537 (2004 - $81,300).The Company expects to continue losses for Fiscal 2006 as it develops its mineral properties.



Expenses



General and administration expenses totaled $291,206 for the year ended August 31, 2005 compared to $389,767 in the prior year. The largest four items for this fiscal year were stock-based compensation, investor relations, administration and legal, auditing and accounting. Details of these four items are as follows:



Stock based compensation of $105,062 (2004 - $160,313) as a result of the Company continuing to issue stock options under the option plan.



Investor relations of $49,098 (2004 - $64,656) consist of $20,350 for promotions in trade magazines, web site development of $3,810 and in house investor relations of $25,437.In the prior year the Company had hired a investor relations firm, participated in a trade show in Calgary  and other activities. Subsequent to year end the Company hired an investor relations firm on a month to month basis. The Company expects to continue its investor relations activities in the next fiscal year.



Administration of $48,000 (2004 - $48,800) for management consulting to an officer and director as a result of the activity of the Company. The Company expects to expend the same amount in the next fiscal year.





34



Legal, audit and accounting of $14,333 (2004 - $38,717) consists of $5,083 (2004 - $31,592) for legal fees as a result of the Companies activities in properties and financings and $9,250 (2004 - $7,125) for auditing and accounting.



Write off of mineral properties of $36,537 (2004 - $81,300). The option on the Winni property was not exercised and the Company had a write off of $36,537.During Fiscal 2004 the Spring property ($47,495) and the Ward property ($33,805) were also written off. The results the Company received on the work done did not warrant any further expenditures.



In British Columbia, Jet Gold did preliminary exploration work on the Winni and Atlin properties prior to abandoning the Winni property and all costs written off  at fiscal year end.



In Myanmar, Jet Gold spent $73,251 on the Set Ga Done property during Fiscal 2005 as compared to $367,387 during Fiscal 2004.



All other expenses are in the normal course of business.



Fiscal 2004 Ended 8/31/2004 vs. Fiscal 2003 Ended 8/31/2003

The Issuer had no income during the fiscal year ended 8/31/2004 as compared to minimal income of $339 for the fiscal year ended 8/31/2003. The minimal income realized during Fiscal 2003 was the result of a gain on commodity contracts in the amount of $64,851, which was offset by expenses of $64,512. (The Company purchased and sold options and future contracts on the open market for investment purposes.  The Company has subsequently closed all commodity contracts accounts for investment purposes.)



Expenses for Fiscal 2004 were $389,767 as compared to $64,512 for Fiscal 2003. The primary reason for the increase of $325,255 during Fiscal 2004 as compared to Fiscal 2003 was the increased activity of the Company. This increased activity consisted of its actions concerning the Set Ga Done property and its acquisition and abandonment of various exploration stage mining properties located in the province of British Columbia.



In British Columbia, Jet Gold did preliminary exploration work on the Spring Property and the Ward Property prior to abandoning each one and writing off all costs at fiscal year end.



In Myanmar, Jet Gold spent $367,387 on the Set Ga Done property during Fiscal 2004 as compared to only $10,830 during Fiscal 2003.



In summary, the amount of exploration activity which the Company engaged in during Fiscal 2004 was significantly higher than that spent during Fiscal 2003.



This higher level of exploration activity necessitated a greater amount of capital in Fiscal 2004 than was required during Fiscal 2003. The Company obtained this capital through the issuance of additional shares. These shares were issued pursuant to a private placement; the exercise of share purchase warrants; and, the exercise of share purchase options as described in Item 4. Information on the Company: Financings. The issuance of these shares resulted in higher expenses in the categories of investor relations; administration; legal, audit and accounting; regulatory fees; transfer agent fees; and, printing and shareholder information.



Jet Gold experienced a net loss in the amount of ($466,899) or ($0.04) per share for Fiscal 2004 as compared to net income in the amount of $339 for Fiscal 2003.























35



Liquidity and Capital Resources



As at August 31, 2006, the Issuer had working capital of $530,481. On January 9, 2007, subsequent to the end of the fiscal year, the Company closed a private placement of 1,000,000 units at a price of $0.15 for gross proceeds of $150,000. 900,000 units were flow-through units consisting of one flow-through common share and one common share purchase warrant entitling the holder to purchase an additional common share at a price of $0.25 for until January 9, 2009. 100,000 of the units consisted of one common share and one common share purchase warrant with the same terms as above.



The Company estimates it will require working capital of $550,000 for fiscal 2007 allocated as follows:



General and Administrative Expenses

$350,000



Naskeena Coal Project

200,000



Total

$550,000





The Company has no long-term debt obligations.



Fiscal 2006 Ended 8/31/2006



As at August 31, 2006, the Issuer had working capital of $530,481 as compared to working capital of $267,420 at August 31, 2005. The increase in working capital of $263,061was due to the private placement of 3,750,000 common shares, as well as the exercise of common stock options and warrants. Cash and cash equivalents of $520,310, receivables of $13,378, and prepaid expenses in the amount of $32,600 represented the current asset position at August 31, 2006.



Cash used for Operating Activities during Fiscal 2006 was ($261,246) including the net loss for the fiscal year of ($359,187). The adjustments in the category of items not affecting cash for the fiscal year were stock based compensation in the amount of $73,265; Oil and gas properties written off in the amount of $26,042; and, amortization in the amount of $836. Significant changes in non-cash working capital items were an decrease in accounts payable and accrued liabilities in the amount of $3,878, an increase in accounts receivable of $6,309, and an decrease in prepaid expenses in the amount of $7,985.



Investing Activities used cash of $224,238. Of this amount, $120,370 in cash was used on Mineral Interests costs, and $103,868 was used on Oil and Gas Interests.



Financing Activities provided cash of $767,150, with the entire amount provided by the issuance of common shares for cash, net of issue costs.



During the year, the Company issued a total of 5,085,000 common shares. 3,750,000 common shares were issued pursuant to a private placement for proceeds of $712,500; 290,000 common shares were issued pursuant to the exercise of options for proceeds of $34,000; and 595,000 common shares were issued pursuant to the exercise of warrants for proceeds of $71,400. 450,000 common shares were also issued pursuant to property agreements for a deemed value of $129,500. These issuances also incurred share issue costs of $50,750.



Fiscal 2005 Ended 8/31/2005



As at August 31, 2005, the Issuer had working capital of $267,420 as compared to working capital of $184,407 at August 31, 2004. The increase in working capital of $83,013 is described above in Results of Operations: Fiscal 2005 Ended 8/31/2005 vs. Fiscal 2004 Ended 8/31/2004. Cash and cash equivalents of $238,644, receivables of $7,069, and prepaid expenses in the amount of $40,585 represented the current asset position at August 31, 2005.



The short-term investments in the amount of $233,000 consisted of short-term bank deposits. The Issuer has a policy of putting all excess cash in short term bank deposits.









36



Cash used for Operating Activities during Fiscal 2005 was ($283,137) including the net loss for the fiscal year of ($317,155). The adjustments in the category of items not affecting cash for the fiscal year were stock based compensation in the amount of $105,062; mineral properties written off in the amount of $36,537; and, amortization in the amount of $1,056. Significant changes in non-cash working capital items were an decrease in accounts payable and accrued liabilities in the amount of $70,239 and an increase in prepaid expenses in the amount of $40,038.



The accounts payable and accrued liabilities decreased fairly significantly over the prior fiscal year because of the payment for business activity associated with the activities with the Set Ga Done Property and the activities associated with the various mineral properties located in British Columbia, in which the Issuer had an interest.



Stock based compensation was recorded in the amount of $105,062 for Fiscal 2005 as opposed to $160,313 for Fiscal 2004.



Effective September 1, 2002, the Company adopted the new accounting standard of the Canadian Institute of Chartered Accountants (CICA), Section 3870 "Stock-Based Compensation and Other Stock-Based Payments" for accounting for stock-based compensation expense. Under this standard, stock-based payments to non-employees, and employee awards that are direct awards of stock, call for settlement in cash or other assets, or stock appreciation rights that call for settlement by the issuance of equity instruments, granted on or after September 1, 2002, are accounted for using the fair value based method, and are recorded as an expense in the period the stock-based payments are vested or the awards or rights are granted.



During 2003, the CICA released amendments to Section 3870, which require the use of the fair value based method for all forms of employee stock-based compensation, including stock options, commencing on January 1, 2004. The Company has elected for the early adoption of the amendments commencing September 1, 2003.



Prior to the adoption of the amendments, the Company had elected not to follow the fair value based method of accounting for stock options granted to directors, officers and employees. No compensation expense was recognized when stock options were granted if the exercise price of the stock options granted was granted at market value. Any consideration paid by directors, officers and employees on exercise of stock options or purchase of shares was credited to share capital. However, additional disclosure of the effects of accounting for stock-based compensation to directors, officers and employees as compensation expense, using the fair value based method, was disclosed as pro-forma information.



Cash Used for Investing Activities during Fiscal 2005 totaled ($98,491) which consisted of expenditures on the Issuers mineral properties in the amount of $117,882 and its oil and gas interest of $29,234, and other of ($48,625). These funds were spent on mineral property costs associated with the Set Ga Done property; the properties located in British Columbia and its oil and gas interest in Texas. These activities are described in ITEM 4.B BUSINESS OVERVIEW; ITEM 4.D, PROPERTY PLANT AND EQUIPMENT and ITEM 5, OPERATING AND FINANCIAL REVIEW AND PROSPECTS (Results of Operations, Fiscal 2005, Ended 8/31/2005 vs. Fiscal 2004, Ended 8/31/2004).



Cash Provided by Financing Activities during Fiscal 2005 was $405,000 and consisted of the cash received for the issuance of common shares as described earlier in this document.



During Fiscal 2005, the Jet Gold issued 2,700,000 common shares for proceeds of $405,000. 2,500,000 of these common shares were issued pursuant to a private placement and 200,000 of these shares were issued pursuant to the exercise of share purchase options.



Fiscal 2004 Ended 8/31/2004

As at August 31, 2004, the Issuer had working capital of $184,407 as compared to working capital of $203,685 at August 31, 2003. The decrease in working capital of $19,278 was due to the higher level of business activity, as described above in Results of Operations: Fiscal 2004 Ended 8/31/2004 vs. Fiscal 2003 Ended 8/31/2003. Cash and cash equivalents of $71,556, receivables of $8,709, short-term investment of $192,712 and prepaid expenses in the amount of $547 represented the current asset position at August 31, 2004.









37



In the category of cash $48,996 represents funds, which are available for use in activities, which are specifically located in the Canadian province of British Columbia. That is because when these funds were raised they were raised through the sale of flow-through shares. The Company has historically funded a portion of its mineral exploration activities within Canada through the issuance of Flow-Through Common Shares. Section 66 of the Income Tax Act of Canada allows for investment tax credits, at a rate of 15%, applicable to certain mining exploration expenses in Canada pursuant to a Flow-through share issuance agreement. Common shares of exploration companies which are issued under the program are known as Flow-Through shares as the Company making the qualified expenditures  flow-through such tax credits received to the purchasers of these specific common shares. A Flow-through share investor could apply this tax credit to reduce his or her Canadian Federal income tax payable. In order to apply for the credits, the flow-through shareholder must be resident in Canada and subject to Canada Federal Income Tax for the taxation year in which the credit is being claimed.



The mining exploration expenses that qualify for the investment tax credit under the Flow-through program must be incurred in the scope of mining exploration activities conducted from or above the ground surface in order to determine the existence or location of mineral materials. These minerals include the deposit of common metals or the deposit of minerals for which the Minister of Natural Resources has stated that the principal mineral extract is an industrial mineral contained in a non-stratified deposit. The mining exploration activities that qualify include expenses incurred in order to determine the existence, location, extent, or quality of a mineral resource in Canada, including the prospector costs, the geological, geophysical or geochemical study costs, the costs of steelhead or diamond drilling, by hammering or other methods, and the costs of digging trenches. It is not intended for expenses related to existing mines.



The short-term investments in the amount of $192,712 consisted of short-term bank deposits. The Issuer has a policy of putting all excess cash in short term bank deposits.



Cash used for Operating Activities during Fiscal 2004 was ($159,225) including the net loss for the fiscal year of ($466,899). The adjustments in the category of items not affecting cash for the fiscal year were stock based compensation in the amount of $160,313; mineral properties written off in the amount of $81,300; and, amortization in the amount of $725. Significant changes in non-cash working capital items were an increase in accounts payable and accrued liabilities in the amount of $73,933 and an increase in accounts receivable in the amount of $8,709.



The accounts payable and accrued liabilities increased fairly significantly over the prior fiscal year because of the increased level of business activity associated with the activities with the Set Ga Done Property and the activities associated with the various mineral properties located in British Columbia, in which the Issuer had an interest. The ability of Jet Gold to engage in preliminary exploration work on the properties located in British Columbia resulted from the capital, which was raised from the sale of flow-through shares. These funds are restricted to mineral exploration activities in the province of British Columbia as described above.



Stock based compensation was recorded in the amount of $160,313 for Fiscal 2004 as opposed to nil for Fiscal 2003.



Effective September 1, 2002, the Company adopted the new accounting standard of the Canadian Institute of Chartered Accountants (CICA), Section 3870 "Stock-Based Compensation and Other Stock-Based Payments" for accounting for stock-based compensation expense. Under this standard, stock-based payments to non-employees, and employee awards that are direct awards of stock, call for settlement in cash or other assets, or stock appreciation rights that call for settlement by the issuance of equity instruments, granted on or after September 1, 2002, are accounted for using the fair value based method, and are recorded as an expense in the period the stock-based payments are vested or the awards or rights are granted.



During 2003, the CICA released amendments to Section 3870, which require the use of the fair value based method for all forms of employee stock-based compensation, including stock options, commencing on January 1, 2004. The Company has elected for the early adoption of the amendments commencing September 1, 2003.















38



Prior to the adoption of the amendments, the Company had elected not to follow the fair value based method of accounting for stock options granted to directors, officers and employees. No compensation expense was recognized when stock options were granted if the exercise price of the stock options granted was granted at market value. Any consideration paid by directors, officers and employees on exercise of stock options or purchase of shares was credited to share capital. However, additional disclosure of the effects of accounting for stock-based compensation to directors, officers and employees as compensation expense, using the fair value based method, was disclosed as pro-forma information.



Cash Used for Investing Activities during Fiscal 2004 totaled ($454,151) which consisted of expenditures on the Issuers mineral properties in the amount of $454,151. These funds were spent on mineral property costs associated with the Set Ga Done property and the properties located in British Columbia. These activities are described in ITEM 4.B BUSINESS OVERVIEW; ITEM 4.D, PROPERTY PLANT AND EQUIPMENT and ITEM 5, OPERATING AND FINANCIAL REVIEW AND PROSPECTS (Results of Operations, Fiscal 2004, Ended 8/31/2004 vs. Fiscal 2003, Ended 8/31/2003). The short term investments represent $192,712 that the Issuer deposited in short term bank deposits as described above.



Cash Provided by Financing Activities during Fiscal 2004 was $610,438 and consisted of the cash received for the issuance of common shares as described earlier in this document.



During Fiscal 2004, the Jet Gold issued 4,583,750 common shares for proceeds of $610,438. 3,505,000 of these common shares were issued pursuant to a private placement; 50,000 of these shares were issued pursuant to the exercise of share purchase options; and, 1,028,750 of these common shares were issued pursuant to the exercise of share purchase warrants associated with earlier private placements.



US GAAP Reconciliation

Under Canadian GAAP, acquisition costs and exploration expenditures are capitalized.  Under US GAAP, exploration costs incurred in locating areas of potential mineralization are expensed as incurred. Commercial feasibility is established in compliance with the Securities and Exchange Commission (SEC) Industry Guide 7, which consists of identifying that part of a mineral deposit that could be economically and legally extracted or produced at the time of the reserve determination. After an area of interest has been assessed as commercially feasible, expenditures specific to the area of interest for further development are capitalized. In deciding when an area of interest is likely to be commercially feasible, management may consider, among other factors, the results of prefeasibility studies, detailed analysis of drilling results, the supply and cost of required labour and equipment, and whether necessary mining and environmental permits can be obtained.



Under US GAAP, mining projects, properties, and oil and gas interests are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amounts of these assets may not be recoverable. If estimated future cash flows expected to result from the use of the mining project or property, and oil and gas interests, and their eventual disposition are less than the carrying amount of the mining project, property, or oil and gas interest, an impairment is recognized based upon the estimated fair value of the mining project, property, or oil and gas interest. Fair value generally is based on the present value of estimated future net cash flows for each mining project, property, or oil and gas interest, calculated using estimated mineable reserves, mineral resources, and oil and gas reserves based on engineering reports, projected rates of production over the estimated mine or well life, recovery rates, capital requirements, remediation costs and future prices considering the Company's hedging and marketing plans.



The Company has adopted the fair value based approach to Stock Based Compensation under the provisions of CICA 3870 and SFAS No. 148.  The method of adoption applied by the Company is permissible under both Canadian and US standards.



The reader is advised to consult Jet Golds audited annual financial statements for the year ended August 31, 2006, particularly Note 13, for quantification of the differences.











39



Variation in Operating Results



The Company derives interest income on its bank deposits, which depend on the Company's ability to raise funds.



Management periodically, through the exploration process, reviews results both internally and externally through mining related professionals.  Decisions to abandon, reduce or expand exploration efforts is based upon many factors including general and specific assessments of mineral deposits, the likelihood of increasing or decreasing those deposits, land costs, estimates of future mineral prices, potential extraction methods and costs, the likelihood of positive or negative changes to the environment, permitting, taxation, labor and capital costs.  There cannot be a pre-determined hold period for any property as geological or economic circumstances render each property unique.



5.C.  Research and Development.



The Company conducts no Research and Development activities, nor is it dependent upon any patents or licenses.



5.D.  Trend Information.



The Company knows of no trends, uncertainties, demands, commitments or events that are reasonably likely to have a material effect on the Companys operations or financial condition.



5.E.  Off-Balance Sheet Arrangements.



The Company has no Off  Balance Sheet arrangements.



5.F.  Tabular disclosure of contractual obligations.



The Company currently has several property option agreements in effect which require the Company to make cash payments and issue common shares to the Optionors as described in the property descriptions in Item 4. If the Company decides to drop the option on any of its individual properties, it is no longer required to pay the Optionor any further payments.



|                            | Payments Due By Period
|--------------------------- | ----------------------
|Contractual Obligation      | Total                 
|                            |                       
|Long-Term Debt Obligations  | Nil                   
|Capital Lease Obligations   | Nil                   
|Operating Lease Obligations | Nil                   
|Purchase Obligations        | Nil                   
|Management Contracts (1)    | $32,000               



(1)

These are management consulting contracts with Blaine Bailey, Chief Financial Officer, and Sumac Investments Inc. Sumac is a private company owned by Robert L. Card, President. Each consulting contract is for a six-month period, and is automatically renewed every six months unless terminated by either party.



Critical Accounting Policies

Management is required to make judgments, estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period.  On a regular basis, we evaluate our estimates and assumptions.  We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.









40



Recent Accounting Pronouncements



Exchanges of Non-Monetary Assets:

The provisions of this FAS 153, Exchange of Non-Monetary Assets, are effective for non-monetary asset exchanges occurring in fiscal periods beginning after June 15, 2005.  Earlier application is permitted for non-monetary asset exchanges occurring in fiscal periods beginning after December 16, 2004.  The provisions of this Statement should be applied prospectively.  There is no impact on the Companys financial statements.



Conditional Asset Retirement Obligations

In March 2005, Financial Accounting Standards Board (FASB) issued Interpretation No. 47 (FIN 47), Accounting for Conditional Asset Retirement Obligations.  FIN 47 clarifies that the term Conditional Asset Retirement Obligation as used in FASB Statement No. 143, Accounting for Asset Retirement Obligations,refers to a legal obligation to perform an asset retirement activity in which the timing and/or method of settlement are conditional on a future event that may or may not be within the control of the entity.  Accordingly, an entity is required to recognize a liability for the fair value of a Conditional Asset Retirement Obligation, if the fair value of the liability can be reasonably estimated.  FIN 47 is effective no later than the end of fiscal years ending after December 15, 2005.  There is no impact on the Companys financial statements.



Uncertainty in Income Taxes

In early July 2006, the FASB issued Interpretation (FIN) No. 48, Accounting for Uncertainty in Income Taxes. FIN 48 was issued to address financial statement recognition and measurement by an enterprise of a tax position taken or expected to be taken in a tax return. The new standard will require several new disclosures in annual financial statements, including: (a) the income statement classification of income tax-related interest and penalties and (b) a reconciliation of the total amount of unrecognized tax benefits. The effective date of this standard is fiscal years beginning after December 15, 2006.



Consolidation of Variable Interest Entities

FIN 46(R), Consolidation of Variable Interest Entities, applies at different dates to different types of enterprises and entities, and special provisions apply to enterprises that have fully or partially applied Interpretation 46, or Interpretation 46(R) is required in financial statements of public entities that have interests in variable interest entities or potential variable interest entities commonly referred to as special-purpose entities for periods ending after December 15, 2003.  Application by public entities (other than small business issuers) for all other types of entities is required in financial statements for periods ending after March 15, 2004.  Application by small business issuers to entities other than special-purpose entities and by non-public entities to all types of entities is required at various dates in 2004 and 2005.  In some instances, enterprises have the option of applying or continuing to apply Interpretation 46 for a short period of time before applying Interpretation 46(R).  There is no impact on the Companys financial statements.



Share Based Payment

In December 2004, the FASB issued Statement No. 123 (revised 2004), Share-Based Payment (SFAS 123(R)), which requires the measurement and recognition of compensation expense for all stock-based compensation payments and supersedes the Companys current accounting under APB 25.  SFAS 123(R) is effective for all annual periods beginning after June 15, 2005.  In March 2005, the Securities and Exchange Commission issued Staff Accounting Bulletin No. 107 relating to the adoption of SFAS 123(R). This standard will not have an impact on the Companys financial statements as it already applies the fair value method of accounting for its stock options.



























41



ITEM 6.  DIRECTORS, SENIOR MANAGEMENT, AND EMPLOYEES



6.A.  Directors and Senior Management



Table No. 6

Directors and Senior Management

2/7/2007



|Name                  | Position                | Age | Date First Elected of Appointed
|--------------------- | ----------------------- | --- | -------------------------------
|                      |                         |     |                                
|Robert L. Card (1)    | President, Director     | 69  | May 18, 2001                   
|Leonard Harris        | Director                | 69  | February 15, 2006              
|Robert M Kaplan (1)   | Director                | 69  | October 14, 2003               
|Keith E. Robinson (1) | Director                | 65  | October 27, 2003               
|Zigurts Strauts       | Director                | 59  | October 25, 2006               
|Lana B. Turner        | Corporate Secretary     | 52  | April 7, 2003                  
|Blaine Y. Bailey      | Chief Financial Officer | 55  | December 2, 2004               

------------------------------------------------------------------------------

(1)

Member of Audit Committee

______________________________________________________________________________



Robert L. Card (President and Director):Mr. Card has been the President of the Issuer since May 13, 2003. He has served on the Board of Directors since May 18, 2001. He is a graduate of Simon Fraser University in Burnaby, British Columbia where he received his Bachelor of Arts degree with a major in Economics and Commerce. He has been the president of Sumac Investments, a private company engaged in financial consulting since August 1995. Mr. Card also serves as President and as a Director of Consolidated Gulfside Resources Ltd., and is a former director of Airedale Financial, Promax Energy, and Interactive Exploration (now Anglo-Canadian Resources Corp.).



Leonard Harris(Director):Mr. Harris is president of Anglo-Canadian Resources Corp. and has over thirty years in the international financial community and held a Registered Representative designation for 15 years. Mr. Harris has been the director of Hemisphere Development Corp., Promax Energy and Viscount Resources.



Robert M. Kaplan(Director):Mr. Kaplan has been a Director of the Issuer since October 20, 2003. He has acted as a self employed venture capitalist and consultant since September 1992. He received his MBA from Harvard University in Cambridge, Ma. In June 1961 and his PhD from Michigan State University, in East Lansing, Mi in January 1967. Dr. Kaplan taught Business Administration and Marketing at a number of universities prior to starting his private venture capital firm, Capilano Investment, in Canada.



Keith E. Robinson(Director): Mr. Robinson possesses over 40 years of experience in mining and geotechnical consulting.  He is the Senior Geotechnical Consultant and a Professional Engineer with EBA Engineering Consultants Ltd., a private company, located in Vancouver B.C.  He provides specialist-engineering services to the mining, energy and industrial/commercial industries.  From September of 1998 to December of 2002, Mr. Robinson was also the Executive Vice President Geotechnical with Jacques Whiffend & Associates Ltd., a private company, located in Burnaby, British Columbia. Mr. Robinson received his Bachelor of Science Degree from the University of British Columbia on May 3, 1962 and his Master of Science Degree from the University of Illinois on February 2, 1964. The Association of Professional Engineers of British Columbia granted him the designation of Professional Engineer in 1966.



Dr. Zigurts Strauts(Director): Dr. Strauts is a physician practicing as a phlebologist, laser and cosmetic specialist as well as offering traditional and complementary medicine from his clinic in South Surrey/White Rock, B.C. He has also served as a consultant, entrepreneur and developer of companies engaged in mineral exploration to software. He graduated from the University of Oregon with a Bsc. in Geology in 1970, and received his MD from the University of Calgary School of Medicine in 1982.









42



Lana B. Turner (Corporate Secretary): Ms. Turner has worked with public companies for the past 25 years in the capacity of administration and accounting.  Filed all the corporate documents with the registrar of companies, BC Securities Commission, TSX Venture Exchange, Securities & Exchange Commission, Blue Sky, etc.



Blaine Y. Bailey (Chief Financial Officer): Mr. Bailey has served as the Chief Financial Officer since December 2, 2004.  He received his Bachelor of Commerce degree (Honours) from the University of Manitoba in 1977, and qualified for the CGA designation in British Columbia in 1983. Mr. Bailey has served in the capacity of accountant for Molson Brewery B.C. Ltd., controller for Nabob Coffee Co. He is a management consultant specializing in providing financial and administrative services for medium to small public and private companies. Mr. Bailey is also an officer of the following publicly traded companies:



1.

Anglo Canadian Uranium Corp.  Serves as Corporate Secretary since January 2005.

2.

Consolidated Gulfside Resources Ltd.  Serves as Chief Financial Officer since August 2005.

3.

Qumana Software  Serves as Corporate Secretary, Chief Financial Officer, and Director since May 1999.

4.

St. Eugene Mining Corp. Ltd.  Serves as Chief Financial Officer since September 2005.



The Directors have served in their respective capacities since their election and/or appointment and will serve until the next Annual General Meeting or until a successor is duly elected, unless the office is vacated in accordance with the Articles/By-Laws of the Company.



The Senior Management serves at the pleasure of the Board of Directors.



No Director and/or Senior Management had been the subject of any order, judgment, or decree of any governmental agency or administrator or of any court or competent jurisdiction, revoking or suspending for cause any license, permit or other authority of such person or of any corporation of which he is a Director and/or Senior Management, to engage in the securities business or in the sale of a particular security or temporarily or permanently restraining or enjoining any such person or any corporation of which he is an officer or director from engaging in or continuing any conduct/practice/employment in connection with the purchase or sale of securities, or convicting such person of any felony or misdemeanor involving a security or any aspect of the securities business or of theft or of any felony.



There are no family relationships between any two or more Directors or Senior Management.



There are no arrangements or understandings with major shareholders, customers, suppliers or others, pursuant to which any person referred to above was selected as a Director or member of senior management.



6.B.  Compensation



Cash Compensation

Total compensation accrued and/or paid (directly and/or indirectly) to all Directors/Senior Management during Fiscal 2006 ended 8/31/2006 was $48,000, paid to Robert L. Card, the President of the Issuer and $16,000 paid to Blaine Bailey, Chief Financial Officer.



Summary Compensation Table



|                             |      |        |       |                           |                                       |                                             |              |                
|---------------------------- | ---- | ------ | ----- | ------------------------- | ------------------------------------- | ------------------------------------------- | ------------ | ---------------
|Name and Principal  Position | Year | Salary | Bonus | Other Annual Compensation | Securities Under Options/SARs Granted | Restricted Shares or Restricted Share Units | LTIP Payouts | All Other Comp.
|Robert Card,                 | 2006 | Nil    | Nil   | $48,000  (1)              | 125,000                               | Nil                                         | Nil          | Nil            
|President                    | 2005 | Nil    | Nil   | $48,000  (1)              | 200,000                               | Nil                                         | Nil          | Nil            
|                             | 2004 | Nil    | Nil   | $48,800  (1)              | 200,000                               | Nil                                         | Nil          | Nil            







43



|Harvey Dick,            | 2006 | Nil | Nil | Nil         | 20,000  | Nil | Nil | Nil
|----------------------- | ---- | --- | --- | ----------- | ------- | --- | --- | ---
|Former Director         | 2005 | Nil | Nil | Nil         | Nil     | Nil | Nil | Nil
|                        | 2004 | Nil | Nil | Nil         | 175,000 | Nil | Nil | Nil
|                        |      |     |     |             |         |     |     |    
|Blaine Bailey,          | 2006 | Nil | Nil | $16,000 (2) | 50,000  | Nil | Nil | Nil
|Chief Financial Officer | 2005 | Nil | Nil | $12,000 (2) | 50,000  | Nil | Nil | Nil
|                        | 2004 | Nil | Nil | $10,500 (2) | 50,000  | Nil | Nil | Nil
|                        |      |     |     |             |         |     |     |    
|Leonard Harris          | 2006 | Nil | Nil | Nil         | 100,000 | Nil | Nil | Nil
|Director                |      |     |     |             |         |     |     |    
|                        |      |     |     |             |         |     |     |    
|Murray Irving           | 2006 | Nil | Nil | Nil         | 20,000  | Nil | Nil | Nil
|Former Director         | 2005 | Nil | Nil | Nil         | Nil     | Nil | Nil | Nil
|                        | 2004 | Nil | Nil | Nil         | 25,000  | Nil | Nil | Nil
|                        |      |     |     |             |         |     |     |    
|Robert Kaplan,          | 2006 | Nil | Nil | Nil         | 125,000 | Nil | Nil | Nil
|Director                | 2005 | Nil | Nil | Nil         | Nil     | Nil | Nil | Nil
|                        | 2004 | Nil | Nil | $5,000      | 150,000 | Nil | Nil | Nil
|                        |      |     |     |             |         |     |     |    
|John MacMillan,         | 2005 | Nil | Nil | Nil         | Nil     | Nil | Nil | Nil
|Former Director         | 2004 | Nil | Nil | Nil         | 25,000  | Nil | Nil | Nil
|                        |      |     |     |             |         |     |     |    
|Keith Robinson,         | 2006 | Nil | Nil | Nil         | 50,000  | Nil | Nil | Nil
|Director                | 2005 | Nil | Nil | Nil         | Nil     | Nil | Nil | Nil
|                        | 2004 | Nil | Nil | Nil         | 50,000  | Nil | Nil | Nil
|                        |      |     |     |             |         |     |     |    
|Lana Turner             | 2006 | Nil | Nil | Nil         | 20,000  | Nil | Nil | Nil
|Corporate Secretary     | 2005 | Nil | Nil | Nil         | Nil     | Nil | Nil | Nil
|                        | 2004 | Nil | Nil | Nil         | 25,000  | Nil | Nil | Nil



(1)

Paid for Office and administration services.

(2)

Paid for administrative services.





Table No. 7

Stock Option Grants in Fiscal 2006 Ended 8/31/2006



|Name           | Number of Options Granted | Exercise Price per Share | Grant Date | Expiration Date
|-------------- | ------------------------- | ------------------------ | ---------- | ---------------
|               |                           |                          |            |                
|Robert Card    | 125,000                   | $0.10                    | 09/01/2005 | 09/01/2010     
|               |                           |                          |            |                
|Robert Kaplan  | 125,000                   | $0.10                    | 09/01/2005 | 09/01/2010     
|               |                           |                          |            |                
|Leonard Harris | 100,000                   | $0.13                    | 03/06/2006 | 03/06/2011     
|               |                           |                          |            |                
|Harvey Dick    | 20,000                    | $0.10                    | 09/01/2005 | 09/01/2010     
|               |                           |                          |            |                
|Keith Robinson | 50,000                    | $0.10                    | 09/01/2005 | 09/01/2010     
|               |                           |                          |            |                
|Murray Irving  | 20,000                    | $0.10                    | 09/01/2005 | 09/01/2010     
|               |                           |                          |            |                
|Blaine Bailey  | 50,000                    | $0.10                    | 09/01/2005 | 09/01/2010     









44



|            |         |       |            |           
|----------- | ------- | ----- | ---------- | ----------
|Lana Turner | 20,000  | $0.10 | 09/01/2005 | 09/01/2010
|            |         |       |            |           
|Consultants | 220,000 | $0.10 | 09/01/2005 | 09/01/2010
|            |         |       |            |           
|Consultants | 75,000  | $0.13 | 03/09/2006 | 03/09/2011
|            |         |       |            |           

__________________________________________________  ___________________________

______________________________________________________________________________



The following table gives certain information concerning stock option exercises during Fiscal 2006 by our Senior Management and Directors.  It also gives information concerning stock option values.



Table No. 8

Aggregated Stock Options Exercises in Fiscal 2006

Fiscal Yearend Unexercised Stock Options

Fiscal Yearend Stock Option Values

Senior Management/Directors



|Name | Number of Shares Acquired on Exercise | Aggregate Value Realized | Number of Unexercised Options at Fiscal Year-End Exercisable/Unexercisable | Value of Unexercised In-the-Money Options at Fiscal Year-End Exercisable/Unexercisable
|---- | ------------------------------------- | ------------------------ | -------------------------------------------------------------------------- | --------------------------------------------------------------------------------------
|     |                                       |                          |                                                                            |                                                                                       
|Nil  | Nil                                   | Nil                      | Nil                                                                        | Nil                                                                                   
|     |                                       |                          |                                                                            |                                                                                       



_____________________________________  _________________________________________

___________________________________  ___________________________________________



Director Compensation.  The Issuer had no formal plan for compensating its Directors for their service in their capacity as Directors.  Directors are entitled to reimbursement for reasonable travel and other out-of-pocket expenses incurred in connection with attendance at meetings of the Board of Directors.  The Board of Directors may award special remuneration to any Director undertaking any special services on behalf of the Issuer other than services ordinarily required of a Director.  Other than indicated below no Director received any compensation for his services as a Director, including committee participation and/or special assignments.



Stock Options.  The Issuer may grant stock options to Directors, Senior Management, Employees and Consultants.  825,000 stock options were granted, 290,000 were exercised and 175,000 expired or were cancelled during Fiscal 2006. Refer to ITEM #6.E., "Share Ownership" and Table No. 8 for information about stock options outstanding.



Change of Control Remuneration.  The Issuer had no plans or arrangements in respect of remuneration received or that may be received by Executive Officers of the Issuer in Fiscal 2006 to compensate such officers in the event of termination of employment (as a result of resignation, retirement, change of control) or a change of responsibilities following a change of control, where the value of such compensation exceeds US$60,000 per Senior Management.



Other Compensation.  No Senior Management/Director received other compensation in excess of the lesser of US$25,000 or 10% of such officer's cash compensation, and all Senior Management/Directors as a group did not receive other compensation which exceeded US$25,000 times the number of persons in the group or 10% of the compensation.



Bonus/Profit Sharing/Non-Cash Compensation.  Except for the stock option program discussed in ITEM #6.E., the Issuer had no material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to the Issuer's Directors or Senior Management.







45





Pension/Retirement Benefits.  No funds were set aside or accrued by the Issuer during Fiscal 2006 to provide pension, retirement or similar benefits for Directors or Senior Management.



6.C.  Board Practices



6.C.1.  Terms of Office.  Refer to ITEM 6.A.1.

6.C.2.  Directors Service Contracts.  --- No Disclosure Necessary ---

6.C.3.  Board of Director Committees.

The Issuer has an Audit Committee, which recommends to the Board of Directors the engagement of the independent auditors of the Issuer and reviews with the independent auditors the scope and results of the Issuers audits, the Issuers internal accounting controls, and the professional services furnished by the independent auditors to the Issuer.  The current members of the Audit Committee are: Robert L. Card, Robert M. Kaplan and Keith Robinson and the Audit Committee met once during Fiscal 2006.



6.D.  Employees

As of 2/7/2007, the Issuer had no employees only independent contractors, excluding the Senior Management.



6.E.  Share Ownership

Table No. 7 lists, as of 1/29/2007, Directors and Senior Management who beneficially own the Issuer's voting securities, consisting solely of common shares, and the amount of the Issuer's voting securities owned by the Directors and Senior Management as a group.



Table No. 9

Shareholdings of Directors and Senior Management

______________________________________________________________________________

______________________________________________________________________________



|Title
of
Class | Name of Beneficial Owner              |     | Amount and
Nature of
Beneficial
Ownership | Percent
of Class
|-------------- | ------------------------------------- | --- | ----------------------------------------- | ----------------
|               |                                       |     |                                           |                 
|Common         | Robert L. Card                        | (1) | 2,517,250                                 | 11.38%          
|Common         | Robert Kaplan                         | (2) | 928,350                                   | 4.26%           
|Common         | Keith E. Robinson                     | (3) | 390,000                                   | 1.81%           
|Common         | Leonard Harris                        | (4) | 320,000                                   | 1.48%           
|Common         | Zigurts Strauts                       | (5) | 313,000                                   | 1.45%           
|Common         | Blaine Bailey                         | (6) | 380,000                                   | 1.78%           
|Common         | Lana Bea Turner                       | (7) | 45,000                                    | <1%             
|               | Total Directors/Management 5% Holders |     | 4,893,600                                 | 20.93%          



(1)

Of these shares, 325,000 are represented by currently exercisable share purchase options and 400,000 are represented by currently exercisable share purchase warrants. 50,000 of these common shares are held in the name of Allison Resources Inc and 96,000 are held in the name of Sumac Investments Inc., both of which have Robert Card as the beneficial owner.

(2)

Of these shares, 275,000 are represented by currently exercisable share purchase options and 100,000 are represented by currently exercisable share purchase warrants. 183,850 of these common shares are held indirectly in the name of Capilano Investment., with Robert Kaplan as beneficial owner.

(3)

Of these shares, 100,000 are represented by currently exercisable share purchase options and 100,000 are represented by currently exercisable share purchase warrants.

(4)

Of these shares, 100,000 are represented by currently exercisable share purchase options; and 100,000 are represented by currently exercisable share purchase warrants.

(5)

Of these shares, 100,000 are represented by currently exercisable share purchase options and 100,000 are represented by currently exercisable share purchase warrants.



46



(6)

Of these shares, 150,000 are represented by currently exercisable share purchase options and 90,000 are represented by currently exercisable share purchase warrants.

(7)

Of these shares, 45,000 are represented by currently exercisable share purchase options.



# Based on 21,398,755 shares outstanding as of 1/29/2007





Stock Options.  The terms of incentive options grantable by the Issuer are done in accordance with the rules and policies of the TSX Exchange and the British Columbia Securities Commission, including the number of common shares under option, the exercise price and expiry date of such options, and any amendments thereto.  The Issuer adopted a formal written stock option plan (the "Plan") on 2/11/2004, and it has been renewed by shareholders at the Companys annual general meeting annually thereafter. A copy of Jet Golds Stock Option Plan was included with the Companys 20-F Registration Statement.



Such terms and conditions, including the pricing of the options, expiry and the eligibility of personnel for such stock options; and are described below.



The principal purposes of the Issuers stock option program are to (a) assist the company in attracting, retaining, and motivating directors, officers and employees of the Company and, (b) to closely align the personal interests of such directors, officers and employees with the interests of the Company and its shareholders.



The Plan provides that stock options may be granted to service providers for the Issuer.  The term service providers means (a) any full or part-time employee or Officer, or insider of the Issuer or any of its subsidiaries; (b) any other person employed by a company or individual providing management services to the Issuer; (c) any other person or company engaged to provide ongoing consulting services for the Issuer or any entity controlled by the Issuer or (d) any individual engaged to provide services that promote the purchase or sale of the issued securities (any person in (a), (b), (c) or (d) hereinafter referred to as an Eligible Person); and (e) any registered retirement savings plan established by such Eligible Person, or any corporation controlled by such Eligible Person, the issued and outstanding voting shares of which are, and will continue to be, beneficially owned, directly or indirectly, by such Eligible Person and/or spouse, children and/or grandchildren of such Eligible Person.  For stock options to Employees, Consultants or Management Company Employees, the Issuer must represent that the optionee is a bona fide Employee, Consultant or Management Company Employee as the case may be.  The terms insider Controlled and subsidiary shall have the meanings ascribed thereto in the Securities Act (Ontario) from time to time.  Subject to the foregoing, the board of directors or Committee, as applicable, shall have full and final authority to determine the persons who are to be granted options under the Plan and the number of shares subject to each option.



The Plan shall be administered by the board of directors of the Issuer or a committee established by the board of directors for that purpose.  Subject to approval of the granting of options by the board of directors or Committee, as applicable, the Issuer shall grant options under the Plan.



The Plan provides that the aggregate number of shares of the Issuer, which may be issued and sold under the Plan, will not exceed 10% of the issued shares of the Issuer.  The Issuer shall not, upon the exercise of any option, be required to issue or deliver any shares prior to (a) the admission of such shares to listing on any stock exchange on which the Issuers shares may them be listed, and (b) the completion of such registration or other qualification of such shares under any law, rules or regulation as the Issuer shall determine to be necessary or advisable.  If any shares cannot be issued to any optionee for whatever reason, the obligation of the Issuer to issue such shares shall terminate and any option exercise price paid to the Issuer shall be returned to the optionee.



If a stock option expires or otherwise terminates for any reason without having been exercised in full, the number of common shares reserved for issuance under that expired or terminated stock option shall again be available for the purposes of the Plan.  Any stock option outstanding when the Plan is terminated will remain in effect until it is exercised or it expires.  The Plan provides that it is solely within the discretion of the Board to determine who should receive stock options and in what amounts, subject to the following conditions:







47



(a)

options will be non-assignable and non-transferable except that they will



be exercisable by the personal representative of the option holder in the



event of the option holders death;

(b)

options may be exercisable for a maximum of five years from grant date;

(c)

options to acquire no more than 5% of the issued shares of the Issuer may



be granted to any one individual in any 12-month period;

(d)

options to acquire no more than 2% of the issued shares of the Issuer may



be granted to any one consultant in any 12-month period;

(e)

options to acquire no more than an aggregate of 2% of the issued shares of

the Issuer may be granted to an employee conducting investor relations



activities (as defined in TSX Venture Exchange Policy 1.1), in any 12



month period;

(f)

options to acquire no more than 10% of the issued shares of the Issuer



may be granted to any insiders in any 12-month period;

(g)

options held by an option holder who is a director, employee, consultant



or management company employee must expire within 90 days after the option



holder ceases to be a director, employee, consultant or management company



employee;

(h)

options held by an option holder who is engaged in investor relations



activities must expire within 30 days after the option holder ceases to be



employed by the Issuer to provide investor relations activities; and

(i)

in the event of an option holders death, the option holders personal



representative may exercise any portion of the option holders vested



outstanding options for a period of one year following the option holders



death.



The Plan provides that other terms and conditions may be attached to a particular stock option, such terms and conditions to be referred to in a schedule attached to the option certificate.  Stock options granted to directors, senior officers, employees or consultants will vest when granted unless otherwise determined by the Board on a case by case basis, other than stock options granted to consultants performing investor relations activities, which will vest in stages over 12 months with no more than one-fourth of the options vesting in any three month period.



The price at which an option holder may purchase a common share upon the exercise of a stock option will be as set forth in the option certificate issued in respect of such option and in any event will not be less than the discounted market price of the Issuers common shares as of the date of the grant of the stock option (the Award Date).  The market price of the Issuers common shares for a particular Award Date will typically be the closing trading price of the Issuers common shares on the day immediately preceding the Award Date, or otherwise in accordance with the terms of the Plan.  Where there is no such closing price or trade on the prior trading day market price shall mean the average of the most recent bid and ask of the shares of the Issuer on any stock exchange on which the shares are listed or dealing network on which the shares of the Issuer trade.



In no case will a stock option be exercisable at a price less than the minimum prescribed by each of the organized trading facilities or the applicable regulatory authorities that would apply to the award of the stock option in question.



Common shares will not be issued pursuant to stock options granted under the Plan until they have been fully paid for by the option holder.  The Issuer will not provide financial assistance to option holders to assist them in exercising their stock options.



The names and titles of the Directors/Executive Officers of the Issuer to whom outstanding stock options have been granted and the number of common shares subject to such options are set forth in Table No. 10 as of 1/27/2007, as well as the number of options granted to Directors and independent contractors.













48



Table No. 10

Stock Options Outstanding



|Name                | Number of Shares
of Common Stock | Exercise
Price | Grant Date | Expiration
Date
|------------------- | -------------------------------- | -------------- | ---------- | ---------------
|                    |                                  |                |            |                
|Officers/Directors: |                                  |                |            |                
|                    |                                  |                |            |                
|Robert Card         | 200,000                          | $0.20          | 9/29/2004  | 9/29/2009      
|                    | 125,000                          | $0.10          | 9/01/2005  | 9/01/2010      
|                    |                                  |                |            |                
|Robert Kaplan       | 150,000                          | $0.15          | 10/27/2003 | 10/27/2008     
|                    | 125,000                          | $0.10          | 9/01/2005  | 9/01/2010      
|                    |                                  |                |            |                
|Keith Robinson      | 50,000                           | $0.15          | 10/27/2003 | 10/27/2008     
|                    | 50,000                           | $0.10          | 9/01/2005  | 9/01/2010      
|                    |                                  |                |            |                
|Leonard Harris      | 100,000                          | $0.13          | 3/06/2006  | 3/06/2011      
|                    |                                  |                |            |                
|Zigurts Strauts     | 100,000                          | $0.17          | 10/30/2006 | 10/30/2011     
|                    |                                  |                |            |                
|Lana Bea Turner     | 25,000                           | $0.15          | 10/27/2003 | 10/27/2008     
|                    | 20,000                           | $0.10          | 9/01/2005  | 9/01/2010      
|                    |                                  |                |            |                
|Blaine Bailey       | 50,000                           | $0.15          | 10/27/2003 | 10/27/2008     
|                    | 50,000                           | $0.20          | 12/01/2004 | 12/01/2009     
|                    | 50,000                           | $0.10          | 9/01/2005  | 9/01/2010      
|                    |                                  |                |            |                
|Placement Agent (1) | 225,000                          | $0.25          | 4/13/2006  | 4/13/2008      
|                    |                                  |                |            |                
|Consultant          | 25,000                           | $0.15          | 10/27/2003 | 10/27/2008     
|                    |                                  |                |            |                
|Consultant          | 25,000                           | $0.20          | 12/01/2004 | 12/01/2009     
|                    |                                  |                |            |                
|Consultant          | 40,000                           | $0.10          | 9/01/2005  | 9/01/2010      
|                    |                                  |                |            |                
|Consultant          | 75,000                           | $0.13          | 3/09/2006  | 3/09/2011      



|Total Officers/Directors           | 1,095,000
|---------------------------------- | ---------
|Total Consultants/Placement Agents | 390,000  
|Total Options Outstanding          | 1,485,000



(1)

As finders fee to the Private Placement of units closed on January 9, 2007, the Company issued the agent 225,000 common share options exercisable into units consisting of one common share and one common share purchase warrant exercisable into one additional common share at a price of $0.35 for two years from closing. The price of the agents options are $0.25 and are exercisable until April 13, 2008.



ITEM 7.  MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS



7.A.  Major Shareholders.



7.A.1.a.  Holdings By Major Shareholders.



The Company is aware of one persons/companies who beneficially own 5% or more of the Registrant's voting securities. Table No. 11 lists as of 1/29/07, persons and/or companies holding 5% or more beneficial interest in the Companys outstanding common stock.





49



Table No. 11

5% or Greater Shareholders



|Title
of
Class | Name of Beneficial Owner |     | Amount and
Nature of
Beneficial
Ownership | Percent
of Class
|-------------- | ------------------------ | --- | ----------------------------------------- | ----------------
|               |                          |     |                                           |                 
|Common         | Robert L. Card           | (1) | 2,517,250                                 | 11.38%          



(1)

Of these shares, 325,000 are represented by currently exercisable share purchase options and 400,000 are represented by currently exercisable share purchase warrants. 50,000 of these common shares are held in the name of Allison Resources Inc and 96,000 are held in the name of Sumac Investments Inc., both of which have Robert Card as the beneficial owner.



# Based on 21,398,755 shares outstanding as of 1/29/2007



7.A.1.b.  Significant Changes in Major Shareholders Holdings.

---No Disclosure Required---



7.A.1.c.  Different Voting Rights.  The Issuers major shareholders do not have different voting rights.



7.A.2.  Canadian Share Ownership.

On 2/8/2007, Jet Golds shareholders list showed 21,398,755 common shares outstanding and 103 registered shareholders, which includes the indirect holding by depository institutions and other financial institutions . Of these registered holders, 57 holders of record are resident in Canada, holding 19,865,028 common shares, or 92.83% of the common shares issued and outstanding; 41 holders of record" resident in the USA, holding 1,471,627 common shares, or 6.88% of the common shares issued and outstanding; and 5 holders of record resident elsewhere holding 62,100 common shares, or 0.29% of the common shares issued and outstanding.



The Issuer has researched the indirect holding by depository institutions and other financial institutions; based on this research and other research into the indirect holdings of other institutions, the Issuer believes that it has approximately 500 beneficial owners of its common shares.



7.A.3.  Control of the Company

The Issuer is a publicly owned Canadian corporation, the shares of which are owned by U.S. residents, Canadian residents and other foreign residents.  The Issuer is not controlled by any foreign government or other person(s) except as described in ITEM #4.A., History and Growth of the Company, and ITEM #6.E., Share Ownership.



7.A.4.  Change of Control of Company Arrangements

---No Disclosure Necessary---



7.B.  Related Party Transactions



The Company paid $48,000 (2005 - $48,000) to a company controlled by Robert Card, President of the Company pursuant to a consulting agreement dated May 15, 2003 for the provision of office and administration services and also paid $6,809 (2005 - $7,613) for office rent to a Down Under Resources Inc., a company controlled by the Mr. Card. The Company paid $16,000 (2005 - $12,000) to a company controlled by Blaine Bailey, Chief Financial Officer, for administrative services.



The Company has an option agreement with Black Diamond Coal Prospecting Syndicate which grants the Company an option to earn a 100% interest in the Naskeena Coal Project. Robert Card, President of Jet Gold, owns a 25% interest in Black Diamond.









50



Accounting Fees

The Issuer paid accounting fees of $16,569 and $7,885 to Smythe Ratcliffe LLP during Fiscal 2006 and Fiscal 2005, respectively.



Indirect Payments to Robert L. Card, President

See Item 7.B Related Party Transactions



Shareholder Loans

---No Disclosure Required---



Amounts Owing to Senior Management/Directors

There is no money owing to members of senior management of members of the Board of Directors.



7.C.  Interests of Experts and Counsel

---No Disclosure Necessary---





ITEM 8.  FINANCIAL INFORMATION



8.A.  Consolidated Statements and Other Financial Information

The Issuer's financial statements are stated in Canadian Dollars (CDN$) and are prepared in accordance with Canadian Generally Accepted Accounting Principles (GAAP), the application of which, in the case of the Issuer, conforms in all material respects for the periods presented with United States GAAP, except as discussed in footnotes to the financial statements.



The financial statements as required under ITEM #17 are attached hereto and found immediately following the text of this Annual Report.



Audited Financial Statements:

Fiscal 2006/2005 Ended August 31st



8.A.7.  Legal/Arbitration Proceedings

The Directors and the management of the Issuer do not know of any material, active or pending, legal proceedings against them; nor is the Issuer involved as a plaintiff in any material proceeding or pending litigation.



The Directors and the management of the Issuer know of no active or pending proceedings against anyone that might materially adversely affect an interest of the Issuer.



8.B.  Significant Changes



On January 9 2007, the Company closed a private placement of 1,000,000 units at a price of $0.15 per unit for proceeds of $150,000. 900,000 of these units were flow-through units, consisting of one flow-through common share and one common share purchase warrant. 100,000 of the units were ordinary common share units, with each unit consisting of one common share and one common share purchase warrant. The warrants in each unit are exercisable into one common share at a price of $0.25 until January 9, 2009. As finders fee, the Company issued the agent 225,000 common share options exercisable into units consisting of one common share and one common share purchase warrant exercisable into one additional common share at a price of $0.35 for two years from closing. The price of the agents options are $0.25 and are exercisable until April 13, 2008.



ITEM 9.  THE OFFER AND LISTING



9.A.  Common Share Trading Information



The Company's common shares trade on the TSX Venture Exchange in Toronto, Ontario, Canada, under the symbol "JAU".  The Issuer applied for listing on the TSX Venture Exchange and began trading on the TSX Venture Exchange on 10/18/2002.



51



Table No. 12 lists the high and low sales prices on the TSX Venture Exchange for the last six months, last three fiscal quarters, and last fiscal year.

______________________________________________________________________________

______________________________________________________________________________



Table No. 12

TSX Venture Exchange (formerly the Canadian Venture Exchange)

Common Shares Trading Activity

- Sales -

Canadian Dollars



|Period                    | High  | Low  
|------------------------- | ----- | -----
|                          |       |      
|Month Ended 01/31/07      | $0.23 | $0.17
|Month Ended 12/31/06      | $0.20 | $0.15
|Month Ended 11/30/06      | $0.20 | $0.16
|Month Ended 10/31/06      | $0.20 | $0.15
|Month Ended 09/30/06      | $0.20 | $0.16
|Month Ended 08/31/06      | $0.21 | $0.17
|                          |       |      
|Fiscal Year Ended 8/31/06 | $0.37 | $0.10
|Fiscal Year Ended 8/31/05 | $0.26 | $0.08
|Fiscal Year Ended 8/31/04 | $0.90 | $0.10
|Fiscal Year Ended 8/31/03 | $0.14 | $0.06
|Fiscal Year Ended 8/31/02 | $0.20 | $0.04

______________________________________________________________________________

______________________________________________________________________________



9.A.5.  Common Share Description



Registrar/Common Shares Outstanding/Shareholders

The Issuer has only one class of shares authorized, namely, common shares without par value. There are an unlimited number of common shares outstanding.. As of February 7, 2007 a total of 21,398,755 common shares were issued and outstanding.



All shares are initially issued registered in the name of the shareholder or its nominee. There are no restrictions on the transferability of the shares imposed by the Issuers contacting documents.



Pacific Corporate Trust, located at 625 Howe Street, 10th Floor, Vancouver, British Columbia Canada V6C 3B8, is the registrar and transfer agent for the common shares.



Common Share Description

All of the authorized common shares of the Issuer are of the same class and, once issued, rank equally as to dividends, voting powers, and participation in assets.



Holders of common shares are entitled to one vote for each share held of record on all matters to be acted upon by the shareholders.  Holders of common shares are entitled to receive such dividends as may be declared from time to time by the Board of Directors, in its discretion, out of funds legally available therefore.



Upon liquidation, dissolution or winding up of the Issuer, holders of common shares are entitled to receive pro rata the assets of Issuer, if any, remaining after payments of all debts and liabilities.



No shares have been issued subject to call or assessment.  There are no pre-emptive or conversion rights and no provisions for redemption or purchase for cancellation, surrender, or sinking or purchase funds.







52



Provisions as to the modification, amendment or variation of such shareholder rights or provisions are contained in the Business Corporations Act (British Columbia).  Unless the Act or the Issuer's Articles or Memorandum otherwise provide, any action to be taken by a resolution of the shareholders may be taken by an ordinary resolution, being approval by a vote of a majority of the votes cast in respect of the matter at the shareholders' meeting.



There are no restrictions on the repurchase or redemption of common shares of the Issuer while there is any arrearage in the payment of dividends or sinking fund installments.



Stock Options

Refer to ITEM 6.E. and Table No. 8 for additional information.



Table No. 13 lists, as of 1/29/2007, share purchase warrants outstanding, the date the share purchase warrants were issued, the exercise price, and the expiration date of the share purchase warrants.



Table No. 13

Share Purchase Warrants Outstanding

______________________________________________________________________________



|Number of Share Purchase
Warrants Outstanding | Exercise
Price | Expiration Date of Share
Purchase Warrants
|--------------------------------------------- | -------------- | ------------------------------------------
|                                              |                |                                           
|780,000                                       | $0.15          | October 28, 2007                          
|2,250,000                                     | $0.35          | April 13, 2008                            
|1,000,000                                     | $0.25          | January 9, 2009                           
|TOTAL        4,030,000                        |                |                                           

______________________________________________________________________________





9.A.6.  Differing Rights

9.A.7.a.  Subscription Warrants/Right

9.A.7.b.  Convertible Securities/Warrants

---No Disclosure Necessary---



9.C.  Stock Exchanges Identified

The common shares trade on the TSX Venture Exchange in Vancouver, British Columbia.

Refer to ITEM #9.A.4.



ITEM 10.  ADDITIONAL INFORMATION



10.A.  Share Capital



10.A.1.  Authorized/Issued Capital.  As of 8/31/2005, 8/31/2004, and 8/31/2003, there were 100,000,000 common shares without par value authorized, and 15,138,755, 12,368,755 and 7,785,005 common shares issued and outstanding, respectively. At the Annual and Special General Meeting of Shareholders held on  February 15, 2006, shareholders approved a change to the Companys number of common shares authorized from 100,000,000 to an unlimited number. As of 8/31/2006, the Company had an unlimited number of common shares authorized and 20,223,755 common shares issued and outstanding.



During the last five years, 520,000 common shares have been issued for assets other than cash. These shares were issued pursuant to property acquisition agreements, and represent 2.6 % of the common shares issued and outstanding as of 8/31/2006.













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Flow-Through Shares

The Company is funding a portion of its mineral exploration activities in British Columbia through the issuance of Flow-Through Common Shares. Common shares of exploration and development companies which are issued under the program are known as Flow-Through shares as the Company making the qualified expenditures flow-through such tax credits received to the purchasers of these specific common shares. Qualifying exploration work funded by the sale of flow-through shares falls under the British Columbia Mining Flow-Through Shares Tax Credit (BCMFTS tax credit) under a program of the provincial government of British Columbia. The flow-through share investors are qualified to receive the BCMFTS tax credit. This is a non-refundable income tax credit equal to 20% of qualifying exploration costs incurred in British Columbia which are financed by the proceeds of flow-through share issuances.



Subsequent to the end of fiscal 2006 ended August 31, 2006, the Company issued 900,000 flow-through common shares at a price of $0.15 for proceeds of $135,000. These proceeds will be used for qualifying exploration expenditures on the Companys British Columbia mineral exploration properties, and the amounts will be renounced to flow-through shareholders.



10.A.2.  Shares Not Representing Capital.

10.A.3.  Shares Held By Company.

---No Disclosure Necessary---



10.A.4.  Stock Options/Share Purchase Warrants

10.A.5.  Stock Options/Share Purchase Warrants

---Refer to Table No. 8 and Table No. 10.---



10.A.6.  History of Share Capital

The Company has financed its operations through funds raised in loans, public/private placements of common shares, shares issued for property, shares issued in debt settlements, and shares issued upon exercise of stock options and share purchase warrants.

______________________________________________________________________________



|Fiscal Year | Nature of Share Issuance  | Number of Shares | Amount    
|----------- | ------------------------- | ---------------- | ----------
|            |                           |                  |           
|Fiscal 1999 | Exercise of stock options | 150,000          | $22,500.00
|            | Issued for finders fee   | 10,000           | $1,000.00 
|            |                           |                  |           
|Fiscal 2000 | Exercise of stock options | 48,000           | $7,200    
|            | Share Consolidation       | (7,540,023)      | Nil       
|            | Exercise of stock options | 195,000          | $33,150.00
|            | Private Placement         | 750,000          | $112,500  
|            | Private Placement         | 500,000          | $75,000   
|            |                           |                  |           
|Fiscal 2001 | Exercise of stock options | 120,000          | $18,000   
|            | Private Placement         | 470,000          | $47,000   
|            | Private Placement         | 3,000,000        | $347,000  
|            |                           |                  |           
|Fiscal 2002 | Exercise of warrants      | 15,000           | $1,950    
|            | Private Placement         | 1,000,000        | $100,000  
|            |                           |                  |           
|Fiscal 2003 | Nil                       | Nil              | Nil       
|            |                           |                  |           
|Fiscal 2004 | Exercise of warrants      | 1,028,750        | $137,188  
|            | Private Placement         | 3,505,000        | $465,750  
|            | Exercise of options       | 50,000           | $7,500    
|            |                           |                  |           
|Fiscal 2005 | Exercise of options       | 200,000          | $30,000   
|            | Private Placement         | 2,500,000        | $375,000  
|            | Issued for property       | 70,000           | $12,600   





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|Fiscal 2006 | Private Placement    | 1,500,000 | $150,000
|----------- | -------------------- | --------- | --------
|            | Private Placement    | 2,250,000 | $562,500
|            | Exercise of warrants | 595,000   | $71,400 
|            | Exercise of options  | 290,000   | $34,000 
|            | Issued for property  | 450,000   | $129,500
|            |                      |           |         
|Fiscal 2007 | Private Placement    | 1,000,000 | $150,000
|to date     | Exercise of warrants | 125,000   | $15,000 
|            | Exercise of options  | 50,000    | $5,000  



__________________                           ____________________________________________________________



10.A.7.  Resolutions/Authorizations/Approvals

---No Disclosure Necessary---



10.B.  Memorandum and Articles of Association



Jet Gold Corp. (Jet Gold, the Company or the Issuer) was formed under the British Columbia Company Act on 4/24/1987 under the name Veto Resources Ltd.  On 1/24/1997, the Company changed its name to Baron Gold Corp. and new Articles were adopted.  On 3/23/1998 the Company changed its name from Baron Gold Corp. to BG Baron Group Inc.  On 10/5/1999, the Company changed its name to Consolidated BG Baron Group Inc. On 4/3/2000, the Company changed its name from Consolidated BG Baron Group Inc. to In-Sync Industries Inc.  On 5/27/2003 the Company changed its name from In-Sync Industries Inc. to Jet Gold Corp.. Due to the replacement of the British Columbia Company Act with the Business Corporations Act (the Corporations Act), the Company adopted new Articles of Incorporation dated August 17, 2005.



There are no restrictions on the business the company may carry on in the Articles of Incorporation.



Under Article 18 of the Companys Articles and Bylaws and Division 3 of the Corporations Act, a director must declare its interest in any existing or proposed contract or transaction with the Company and is not allowed to vote on any transaction or contract with the Company in which has a disclosable interest. A director may hold any office or place of profit with the Company in conjunction with the office of director, and no director shall be disqualified by his office from contracting with the Company. A director or his firm may act in a professional capacity for the Company and he or his firm shall be entitled to remuneration for professional services. A director may become a director or other officer or employee of, or otherwise interested in, any corporation or firm in which the Company may be interested as a shareholder or otherwise. The director shall not be accountable to the Company for any remuneration or other benefits received by him from such other corporation or firm unless the Company in general meeting directs otherwise.



Article 18 of the Companys bylaws address the duties of the directors, and Article 19 addresses Committees of the Board of Directors. Directors must manage or supervise the management of the business and affairs of the Company and have the authority to exercise all such powers which are not required to be exercised by the shareholders, or as governed by the Corporations Act.



Article 8 details the borrowing powers of the Directors. They may, on behalf of the Company:



•

Borrow money in a manner and amount, on any security, from any source and upon any terms and conditions;

•

Issue bonds, debentures, and other debt obligations either outright or as security for any liability or obligation of the Company or any other person;

•

Guarantee the repayment of money by any other person or the performance of any obligation of any other person; and

•

Mortgage, charge, or give other security, on the whole or any part of the property or assets of the Company, both present and future.







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There are no age limit requirements pertaining to the retirement or non-retirement of directors.



A director need not be a shareholder of the Company.



Article 21 provides for the mandatory indemnification of Directors, Officers, former officers and directors, alternate directors, as well as their respective heirs and personal or other legal representatives, or any other person, to the greatest extent permitted by the Corporations Act. The indemnification includes the mandatory payment of expenses.



The rights, preferences and restrictions attaching to each class of the Companys shares are as follows:



Common Shares



The authorized shares of common stock of the Company are of the same class and, once issued, rank equally as to dividends, voting powers, and participation in assets.  Holders of common stock are entitled to one vote for each share held of record on all matters to be acted upon by the shareholders.  Holders of common stock are entitled to receive such dividends as may be declared from time to time by the Board of Directors, in its discretion, out of funds legally available therefore.



Upon liquidation, dissolution or winding up of the Company, holders of common stock are entitled to receive pro rata the assets of Company, if any, remaining after payments of all debts and liabilities.  No shares have been issued subject to call or assessment.  There are no pre-emptive or conversion rights and no provisions for redemption or purchase for cancellation, surrender, or sinking or purchase funds.



The Company may by special resolution, create, define, and attach special rights or restrictions on any shares and by special resolution and by otherwise complying with any applicable provision of its Memorandum or these Articles to vary or abrogate any special rights and restrictions attached to any shares.



An annual general meeting shall be held once every calendar year at such time (not being more than 15 months after holding the last preceding annual meeting) and place as may be determined by the Directors. The Directors may, as they see fit, to convene an extraordinary general meeting. An extraordinary general meeting, if requisitioned in accordance with the Corporations Act, shall be convened by the Directors or, if not convened by the Directors, may be convened by the requisitionists as provided in the Corporations Act.



There are no limitations upon the rights to own securities.



There are no provisions that would have the effect of delaying, deferring, or preventing a change in control of the Company.



There is no special ownership threshold above which an ownership position must be disclosed. However, any ownership level above 10% must be disclosed to the TSX Venture Exchange and the British Columbia Securities Commission.





10.C.  Material Contracts

The Company currently has 4 contracts in effect which it considers to be material.



Set Ga Done Agreement

Under an agreement between the Company and Leeward Capital dated March 31, 2003, the Company agrees to earn an equal interest with Leeward in the 80% interest that can be earned in the 700 square kilometer block in Shan State, Union of Myanmar by providing the initial US$200,000 for use of acquisition, exploration and development of the Set Ga Done gold prospect. After the initial expenditures, all further expenditures will be shared equally between the Company and Leeward.



A copy of this agreement was filed with the Companys initial 20-F Registration Statement.











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Atlin Agreement

Under an agreement between the Company and David Javorsky dated August 20, 2005, the Company agrees to an option to acquire a 100% interest in 18 mineral claims in the Atlin Mining District of British Columbia, Canada. The option price is the payment of $5,000, the issuance of 200,000 common shares of the Company under the following schedule



a.

50,000 shares upon signing of the option agreement and approval of the TSX Venture Exchange;

b.

50,000 shares after the expenditure of $50,000 in work;

c.

50,000 shares after the expenditure of $75,000 in work;

d.

50,000 shares after the expenditure of $100,000 in work.



and the expenditures of $225,000 in exploration as follows



a.

the expenditure of $50,000 in the first year;

b.

the expenditure of $75,000 in the second year;

c.

the expenditure of $100,000 in the third year;



The Company will also issue 100,000 shares if the property is put into commercial production and be subject to a 2% net smelting return royalty on gold production.



One the conditions above have been met, the vendor will transfer 100% interest in the claims to the Company.



A copy of this agreement has been filed with the Companys 20-F Annual Report for Fiscal 2006.



Naskeena Coal Agreement

Under an agreement between the Company and Black Diamond Coal Prospecting Syndicate (Black Diamond) dated March 17, 2006, the Company was granted an option to acquire a 100% interest in three coal license applications known as the Naskeena Coal Property.



To earn a 100% interest, the Company must make cash payments of $55,000 and issue 2,000,000 common shares of Jet to Black Diamond, and spend $600,000 in exploration on the property under the following schedule:



a)

Cash Payments



i)

$20,000 upon conversion of the coal license applications to formal coal licenses (Paid);



ii)

$35,000 upon approval of the Option Agreement by the TSX Venture Exchange (Paid).

b)

Exploration Expenditures

i)

Incur $100,000 on or before March 31, 2007;

ii)

Incur an additional $200,000 on or before March 31, 2008;

iii)

Incur an additional $300,000 on or before March 31, 2009.

c)

Common Share Issuances

i)

Issue 400,000 common shares on the date the option agreement is accepted for filing by the TSX Venture Exchange (Issued);

ii)

Issue 400,000 common shares on the first anniversary of the Approval Date, provided that the Company has completed the expenditure requirement and completed and filed a 43-101 compliant technical report on the Property;







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iii)

Issue 500,000 common shares on completion by the Company of a feasibility report recommending that the Property be brought into commercial production; and

iv)

Issue 700,000 common shares upon the placement of the Property into commercial production.



This agreement is considered to be non-arms length as Robert Card, President of Jet Gold, owns a 25% interest in Black Diamond.



A copy of this agreement is filed as an exhibit to this 20-F Annual Report.



Quad Energy Agreement

Under an agreement dated June 9, 2006, the Company and its joint venture partner Leeward entered into a joint-venture partnership agreement with Quad Energy SA (Quad) regarding the partners interest in the Set Ga Done property in Myanmar.. Under the agreement, Quad can earn a 51% joint-venture interest in the property. To earn its interest, Quad must expend US$700,000 on exploration on the property prior to January 7, 2008. For each US$13,725 expended, Quad will earn a 1% interest (US$700,000 for 51%). Quad may terminate the agreement at any time based upon 30 days notice, but if Quad terminates the agreement prior to expending US$700,000, the Company and Leeward may repurchase Quads interest for the amount equal to the amount expended on exploration by Quad to earn such percentage interest.



If Quad expends the full US$700,000 to earn a 51% interest, Jets ownership of the joint-venture on the property will be reduced to 18.4%.



A copy of this agreement has been filed as an exhibit to this 20-F Annual Report.



10.D.  Exchange Controls

Canada has no system of exchange controls.  There are no Canadian restrictions on the repatriation of capital or earnings of a Canadian public company to non-resident investors.  There are no laws in Canada or exchange restrictions affecting the remittance of dividends, profits, interest, royalties and other payments to non-resident holders of the Issuers securities, except as discussed in ITEM 10, Taxation" below.



Restrictions on Share Ownership by Non-Canadians:  There are no limitations under the laws of Canada or in the organizing documents of the Issuer on the right of foreigners to hold or vote securities of the Issuer, except that the Investment Canada Act may require review and approval by the Minister of Industry (Canada) of certain acquisitions of "control" of the Issuer by a "non-Canadian". The threshold for acquisitions of control is generally defined as being one-third or more of the voting shares of the Issuer. "Non-Canadian" generally means an individual who is not a Canadian citizen, or a corporation, partnership, trust or joint venture that is ultimately controlled by non-Canadians.



10.E.  Taxation

The following summary of the material Canadian federal income tax consequences are stated in general terms and are not intended to be advice to any particular shareholder. Each prospective investor is urged to consult his or her own tax advisor regarding the tax consequences of his or her purchase, ownership and disposition of shares of Common Stock. The tax consequences to any particular holder of common stock will vary according to the status of that holder as an individual, trust, corporation or member of a partnership, the jurisdiction in which that holder is subject to taxation, the place where that holder is resident and, generally, according to that holders particular circumstances.  This summary is applicable only to holders who are resident in the United States, have never been resident in Canada, deal at arms length with the Company, hold their common stock as capital property and who will not use or hold the common stock in carrying on business in Canada.  Special rules, which are not discussed in this summary, may apply to a United States holder that is an issuer that carries on business in Canada and elsewhere.



This summary is based upon the provisions of the Income Tax Act of Canada and the regulations thereunder (collectively, the "Tax Act" or ITA)and the Canada-United States Tax Convention (the Tax Convention) as at the date of the Annual Report and the current administrative practices of Canada Customs and Revenue Agency. This summary does not take into account provincial income tax consequences.







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Management urges each holder to consult his own tax advisor with respect to the income tax consequences applicable to him in his own particular circumstances.



CANADIAN INCOME TAX CONSEQUENCES

Disposition of Common Stock.

The summary below is restricted to the case of a holder (a Holder) of one or more common shares (Common Shares) who for the purposes of the Tax Act is a non-resident of Canada, holds his Common Shares as capital property and deals at arms length with the Company.



Dividends



A Holder will be subject to Canadian withholding tax (Part XIII Tax) equal to 25%, or such lower rates as may be available under an applicable tax treaty, of the gross amount of any dividend paid or deemed to be paid on his Common Shares. Under the Tax Convention, the rate of Part XIII Tax applicable to a dividend on Common Shares paid to a Holder who is a resident of the United States is, if the Holder is a company that beneficially owns at least 10% of the voting stock of the Company, 5% and, in any other case, 15% of the gross amount of the dividend. The Company will be required to withhold the applicable amount of Part XIII Tax from each dividend so paid and remit the withheld amount directly to the Receiver General for Canada for the account of the Holder.



Disposition of Common Shares



A Holder who disposes of Common Shares, including by deemed disposition on death, will not be subject to Canadian tax on any capital gain thereby realized unless the common Share constituted taxable Canadian property as defined by the Tax Act. Generally, a common share of a public corporation will not constitute taxable Canadian property of a Holder unless he held the common share as capital property used by him carrying on a business in Canada, or he or persons with whom he did not deal at arms length alone or together held or held options to acquire, at any time within the 60 months preceding the disposition, 25% or more of the issued shares of any class of the capital stock of the Company.



A Holder who is a resident of the United States and realizes a capital gain on disposition of Common Shares that was taxable Canadian property will nevertheless, by virtue of the Treaty, generally be exempt from Canadian tax thereon unless (a) more than 50% of the value of the Common Shares is derived from, or from an interest in, Canadian real estate, including Canadian mineral resources properties, (b) the Common Shares formed part of the business property of a permanent establishment that the Holder has or had in Canada within the 12 months preceding disposition, or (c) the Holder (i) was a resident of Canada at any time within the ten years immediately preceding the disposition, and for a total of 120 months during any period of 20 consecutive years, preceding the disposition, and (ii) owned the Common Shares when he ceased to be resident in Canada.



A Holder who is subject to Canadian tax in respect of a capital gain realized on disposition of Common Shares must include one half of the capital gain (taxable capital gain) in computing his taxable income earned in Canada. The Holder may, subject to certain limitations, deduct one half of any capital loss (allowable capital loss) arising on disposition of taxable Canadian property from taxable capital gains realized in the year of disposition in respect to taxable Canadian property and, to the extent not so deductible, from such taxable capital gains of any of the three preceding years or any subsequent year.



UNITED STATES FEDERAL INCOME TAX CONSEQUENCES



The following is a discussion of material United States Federal income tax consequences, under the law, generally applicable to a U.S. Holder (as defined below) of common shares of the Company. This discussion does not cover any state, local or foreign tax consequences.

















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The following discussion is based upon the sections of the Internal Revenue Code of 1986, as amended (the Code), Treasury Regulations, published Internal Revenue Service (IRS) rulings, published administrative positions of the IRS and court decisions that are currently applicable, any or all of which could be materially and adversely changed, possible on a retroactive basis, at any time.  In addition, the discussion does not consider the potential effects, both adverse and beneficial, or recently proposed legislation which, if enacted, could be applied, possibly on a retroactive basis, at any time. The discussion is for general information only and it is not intended to be, nor should it be construed to be, legal or tax advice to any holder or prospective holder of common shares of the Company. Each holder and prospective holder of common shares of the Company is advised to consult their own tax advisors about the federal, state, local, and foreign tax consequences of purchasing, owning and disposing of common shares of the Company applicable to their own particular circumstances.



U.S. Holders



As used herein, a (U.S. Holder) includes a holder of common shares of the Company who is a citizen or resident of the United States, a corporation created or organized in or under the laws of the United States or of any political subdivision thereof, an estate whose income is taxable in the United States irrespective of source or a trust subject to the primary supervision of a court within the United States and control of a United States fiduciary as described in Section 7701(a)(30) of the Code. This summary does not address the tax consequences to, and U.S. Holder does not include, persons subject to special provisions of Federal income tax law, such as tax-exempt organizations, qualified retirement plans, financial institutions, insurance companies, real estate investment trusts, regulated investment companies, broker-dealers, non-resident alien individuals, persons or entities that have a functional currency other than the U.S. dollar, shareholders who hold common shares as part of a straddle, hedging or conversion transaction, and shareholders who acquired their common shares through the exercise of employee stock options or otherwise as compensation for services. This summary is limited to U.S. Holders who own common shares as capital assets. This summary does not address the consequences to a person or entity holding an interest in a shareholder or the consequences to a person of the ownership, exercise or disposition of any options, warrants or other rights to acquire common shares.



Distribution on Common Shares of the Company



U.S. Holders receiving dividend distributions (including constructive dividends) with respect to common shares of the Company are required to include in gross income for United States Federal income tax purposes the gross amount of such distributions equal to the U.S. dollar value of such distributions on the date of receipt (based on the exchange rate on such date), to the extent that the Company has current or accumulated earnings and profits, without reduction for any Canadian income tax withheld from such distributions.  Such Canadian tax withheld may be credited, subject to certain limitations, against the U.S. Holders United States Federal Income tax liability or, alternatively, individuals may be deducted in computing the U.S. Holders United States Federal taxable income by those individuals who itemize deductions.  (See more detailed discussion at Foreign Tax Credit below).  To the extent that distributions exceed current or accumulated earnings and profits of the Company, they will be treated first as a return of capital up to the U.S. Holders adjusted basis in the common shares and thereafter as gain from the sale or exchange of the common shares. Dividend income will be taxed at marginal tax rates applicable to ordinary income while preferential tax rates for long-term capital gains are applicable to a U.S. Holder which is an individual, estate or trust.  There are currently no preferential tax rates for long-term capital gains for a U.S. Holder which is a corporation.



In the case of foreign currency received as a dividend that is not converted by the recipient into U.S. dollars on the date of receipt, a U.S. Holder will have a tax basis in the foreign currency equal to its U.S. dollar value on the date of receipt. Generally any gain or loss recognized upon a subsequent sale of other disposition of the foreign currency, including the exchange for U.S. dollars, will be ordinary income or loss.



Dividends paid on the common shares of the Company will not generally be eligible for the dividends received deduction provided to corporations receiving dividends from certain United States corporations.  A U.S. Holder which is a corporation may, under certain circumstances, be entitled to a 70% deduction of the United States source portion of dividends received from the Company (unless the Company qualifies as a foreign personal holding company or a passive foreign investment company, as defined below) if such U.S. Holder owns shares representing at least 10% of the voting power and value of the Company.  The availability of this deduction is subject to several complex limitations which are beyond the scope of this discussion.







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Under current Treasury Regulations, dividends paid on the Companys common shares, if any, generally will not be subject to information reporting and generally will not be subject to U.S. backup withholding tax. However, dividends and the proceeds from a sale of the Companys common shares paid in the U.S. through a U.S. or U.S. related paying agent (including a broker) will be subject to U.S. information reporting requirements and may also be subject to the 31% U.S. backup withholding tax, unless the paying agent is furnished with a duly completed and signed Form W-9. Any amounts withheld under the U.S. backup withholding tax rules will be allowed as a refund or a credit against the U.S. Holders U.S. federal income tax liability, provided the required information is furnished to the IRS.



Foreign Tax Credit



For individuals whose entire income from sources outside the United States consists of qualified passive income, the total amount of creditable foreign taxes paid or accrued during the taxable year does not exceed $300 ($600 in the case of a joint return) and an election is made under section 904(j), the limitation on credit does not apply.



A U.S. Holder who pays (or has withheld from distributions) Canadian income tax with respect to the ownership of common shares of the Company may be entitled, at the option of the U.S. Holder, to either a deduction or a tax credit for such foreign tax paid or withheld.  Generally, it will be more advantageous to claim a credit because a credit reduces United States Federal income taxes on a dollar-for-dollar basis, while a deduction merely reduces the taxpayers income subject to tax.  This election is made on a year-by-year basis and applies to all foreign income taxes (or taxes in lieu of income tax) paid by (or withheld from) the U.S. Holder during the year.  There are significant and complex limitations which apply to the credit, among which is the general limitation that the credit cannot exceed the proportionate share of the U.S. Holders United States income tax liability that the U.S. Holders foreign source income bears to his/her or its worldwide taxable income in the determination of the application of this limitation. The various items of income and deduction must be classified into foreign and domestic sources. Complex rules govern this classification process.  In addition, this limitation is calculated separately with respect to specific classes of income such as passive income, high withholding tax interest, financial services income, shipping income, and certain other classifications of income. Dividends distributed by the Company will generally constitute passive income or, in the case of certain U.S. Holders, financial services income for these purposes.  The availability of the foreign tax credit and the application of the limitations on the credit are fact specific and management urges holders and prospective holders of common shares of the Company to consult their own tax advisors regarding their individual circumstances.



Disposition of Common Shares of the Company



A U.S. Holder will recognize gain or loss upon the sale of common shares of the Company equal to the difference, if any, between (I) the amount of cash plus the fair market value of any property received, and (ii) the shareholders tax basis in the common shares of the Company.  Preferential tax rates apply to long-term capital gains of U.S. Holders, which are individuals, estates or trusts. This gain or loss will be capital gain or loss if the common shares are capital assets in the hands of the U.S. Holder, which will be a short-term or long-term capital gain or loss depending upon the holding period of the U.S. Holder.  Gains and losses are netted and combined according to special rules in arriving at the overall capital gain or loss for a particular tax year.  Deductions for net capital losses are subject to significant limitations.  For U.S. Holders, which are not corporations, any unused portion of such net capital loss may be carried over to be used in later tax years until such net capital loss is thereby exhausted, but individuals may not carry back capital losses. For U.S. Holders, which are corporations (other than corporations subject to Subchapter S of the Code), an unused net capital loss may be carried back three years from the loss year and carried forward five years from the loss year to be offset against capital gains until such net capital loss is thereby exhausted.



Other Considerations



In the following circumstances, the above sections of the discussion may not describe the United States Federal income tax consequences resulting from the holding and disposition of common shares of the Company.

















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Foreign Personal Holding Company



If at any time during a taxable year more than 50% of the total combined voting power or the total value of the Companys outstanding shares is owned, actually or constructively, by five or fewer individuals who are citizens or residents of the United States and 60% (50% after the first tax year) or more of the Companys gross income for such year was derived from certain passive sources (e.g. from interest income received from its subsidiaries), the Company would be treated as a foreign personal holding company.  In that event, U.S. Holders that hold common shares of the Company would be required to include in gross income for such year their allocable portions of such passive income to the extent the Company does not actually distribute such income.



The Company does not believe that it currently has the status of a foreign personal holding company. However, there can be no assurance that the Company will not be considered a foreign personal holding company for the current or any future taxable year.



Foreign Investment Company



If 50% or more of the combined voting power or total value of the Companys outstanding shares are held, actually or constructively, by citizens or residents of the United States, United States domestic partnerships or corporations, or estates or trusts other than foreign estates or trusts (as defined by the Code Section 7701(a)(31), and the Company is found to be engaged primarily in the business of investing, reinvesting, or trading in securities, commodities, or any interest therein, it is possible that the Company might be treated as a foreign investment company as defined in Section 1246 of the Code, causing all or part of any gain realized by a U.S. Holder selling or exchanging common shares of the Company to be treated as ordinary income rather than capital gains.



Passive Foreign Investment Company



As a foreign corporation with U.S. Holders, the Company could potentially be treated as a passive foreign investment company (PFIC), as defined in Section 1297 of the Code, depending upon the percentage of the Companys income which is passive, or the percentage of the Companys assets which is held for the purpose of producing passive income.



Certain United States income tax legislation contains rules governing PFICs, which can have significant tax effects on U.S. shareholders of foreign corporations.  These rules do not apply to non-U.S. shareholders.  Section 1297 (a) of the Code defines a PFIC as a corporation that is not formed in the United States and, for any taxable year, either (I) 75% or more of its gross income is passive income, which includes interest, dividends and certain rents and royalties or (ii) the average percentage, by fair market value (or, if the company is a controlled foreign corporation or makes an election, by adjusted tax basis), of its assets that produce or are held for the production of passive income is 50% or more.  The taxation of a US shareholder who owns stock in a PFIC is extremely complex and is therefore beyond the scope of this discussion.  Management urges US persons to consult with their own tax advisors with regards to the impact of these rules.



Controlled Foreign Corporation



A Controlled Foreign Corporation (CFC) is a foreign corporation more than 50% of whose stock by vote or value is, on any day in the corporations tax year, owned (directly or indirectly) by U.S. Shareholders. If more than 50% of the voting power of all classes of stock entitled to vote is owned, actually or constructively, by citizens or residents of the United States, United States domestic partnerships and corporations or estates or trusts other than foreign estates or trusts, each of whom own actually or constructively 10% or more of the total combined voting power of all classes of stock of the Company could be treated as a controlled foreign corporation under Subpart F of the Code.  This classification would affect many complex results, one of which is the inclusion of certain income of a CFC, which is subject to current U.S. tax. The United States generally taxes United States Shareholders of a CFC currently on their pro rata shares of the Subpart F income of the CFC. Such United States Shareholders are generally treated as having received a current distribution out of the CFCs Subpart F income and are also subject to current U.S. tax on their pro rata shares of the CFCs earnings invested in U.S. property. The foreign tax credit described above may reduce the U.S. tax on these amounts.







62



In addition, under Section 1248 of the Code, gain from the sale or exchange of shares by a U.S. Holder of common shares of the Corporation which is or was a United States Shareholder at any time during the five-year period ending with the sale or exchange is treated as ordinary income to the extent of earnings and profits of the Company (accumulated in corporate tax years beginning after 1962, but only while the shares were held and while the Company was controlled) attributable to the shares sold or exchanged. If a foreign corporation is both a PFIC and a CFC, the foreign corporation generally will not be treated as a PFIC with respect to the United States Shareholders of the CFC. This rule generally will be effective for taxable years of United States Shareholders beginning after 1997 and for taxable years of foreign corporations ending with or within such taxable years of United States Shareholders. The PFIC provisions continue to apply in the case of PFIC that is also a CFC with respect to the U.S. Holders that are less than 10% shareholders. Because of the complexity of Subpart F, a more detailed review of these rules is outside of the scope of this discussion.



The amount of any backup withholding will not constitute additional tax and will be allowed as a credit against the U.S. Holders federal income tax liability.



Filing of Information Returns.  Under a number of circumstances, United States Investor acquiring shares of the Company may be required to file an information return with the Internal Revenue Service Center where they are required to file their tax returns with a duplicate copy to the Internal Revenue Service Center, Philadelphia, PA 19255. In particular, any United States Investor who becomes the owner, directly or indirectly, of 10% or more of the shares of the Company will be required to file such a return. Other filing requirements may apply, and management urges United States Investors to consult their own tax advisors concerning these requirements.





10.G.  Statement by Experts

--- No Disclosure Necessary ---



10.H.  Document on Display

--- No Disclosure Necessary ---



ITEM 11.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

--- No Disclosure Necessary ---



ITEM 12.  DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

12.A.  Debt Securities            --- No Disclosure Necessary ---

12.B.  Warrants and Rights        --- No Disclosure Necessary ---

12.C.  Other Securities           --- No Disclosure Necessary ---

12.D.  American Depository Shares  -- No Disclosure Necessary ---







PART II



ITEM 13.  DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

--- No Disclosure Necessary ---





ITEM 14.

MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

--- No Disclosure Necessary ---



















63



ITEM 15.  CONTROLS AND PROCEDURES

The Issuer carried out an evaluation, under the supervision and with the participation of the Issuers management, including the Issuers President and Chief Financial Officer, of the effectiveness of the design and operation of the Issuers disclosure controls and procedures [as defined in the Exchange Act Rule 13a-15(e)] as of the end of the period covered by this report.  Based upon that evaluation, the President and Chief Financial Officer concluded that the Issuers disclosure controls and procedures are effective in timely alerting them to information relating to the Issuer required to be included in the Issuers periodic SEC filings, and that information is recorded, processed, summarized and reported as and when required.



There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures.  Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives.



There was no change in the Issuers internal control over financial reporting that occurred during the Issuers most recently completed fiscal year ended 8/31/2006 that has affected, or is reasonably likely to affect, the Issuers internal control over financial reporting.  Nor were there any deficiencies or material weaknesses in the Issuer's internal controls requiring corrective actions.



ITEM 16.  RESERVED



ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT



The Company does not currently have an audit committee financial expert serving on its audit committee. The Companys operations are relatively straightforward, while current members of the audit committee have a high level of knowledge of public accounting, auditing, GAAP and public company operations. It is the objective of the Company to appoint a member to the Board of Directors with the required qualifications as its Audit Committee Financial Expert when warranted.



ITEM 16B. CODE OF ETHICS



The Company has not adopted a written code of ethics that meets the new United States' Sarbanes-Oxley definition. The Board of Directors has found that the fiduciary duties placed on individual directors by the Companys governing corporate legislation and the common law and the restrictions placed by applicable corporate legislation on an individual directors participation in decisions of the Board in which the director has an interest have been sufficient to ensure that the Board operates independently of management and in the best interests of the Company.



Under the corporate legislation, a director is required to act honestly and in good faith with a view to the best interests of the Company and exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances, and disclose to the board the nature and extent of any interest of the director in any material contract or material transaction, whether made or proposed, if the director is a party to the contract or transaction, is a director or officer (or an individual acting in a similar capacity) of a party to the contract or transaction or has a material interest in a party to the contract or transaction.  The director must then abstain from voting on the contract or transaction unless the contract or transaction (i) relates primarily to their remuneration as a director, officer, employee or agent of the Company or an affiliate of the Company, (ii) is for indemnity or insurance for the benefit of the director in connection with the Company, or (iii) is with an affiliate of the corporation.  If the director abstains from voting after disclosure of their interest, the directors approve the contract or transaction and the contract or transaction was reasonable and fair to the Company at the time it was entered into, the contract or transaction is not invalid and the director is not accountable to the Company for any profit realized from the contract or transaction.  Otherwise, the director must have acted honestly and in good faith, the contract or transaction must have been reasonable and fair to the Company and the contract or transaction be approved by the shareholders by a special resolution after receiving full disclosure of its terms in order for the director to avoid such liability or the contract or transaction being invalid.









64



ITEM 16C. PRINCIPAL ACCOUNTING FEES AND SERVICES



The fees paid by the Company to its auditors, Smythe Ratcliffe LLP and G. Ross McDonald, in each of the last two fiscal years, by category, are as follows:



|Financial Year Ending | Audit Fees | Audit Related Fees | Tax Fees(1) | All Other Fees
|--------------------- | ---------- | ------------------ | ----------- | --------------
|August 31, 2006       | $12,169    | $3,800             | $600        | Nil           
|August 31, 2005       | $7,285     | Nil                | $600        | Nil           



(1)

Fees related to the preparation of the Companys T-2 corporate income tax return and the General Index of Financial Information required by CCRA.



ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

ITEM 16E. PURCHASES OF EQUITY SECFURITIES BY THE ISSUER/AFFILIATED PURCHASERS

---Not Applicable---



PART III



ITEM 17.  FINANCIAL STATEMENTS

The Issuer's financial statements are stated in Canadian Dollars (CDN$) and are prepared in accordance with Canadian Generally Accepted Accounting Principles (GAAP), the application of which, in the case of the Issuer, conforms in all material respects for the periods presented with United States GAAP, except as discussed in footnotes to the financial statements.



The financial statements as required under ITEM #17 are attached hereto and found immediately following the text of this Annual Report.



Audited Financial Statements



Unaudited Financial Statements





ITEM 18.  FINANCIAL STATEMENTS

The Issuer has elected to provide financial statements pursuant to ITEM #17.



ITEM 19. Exhibits



The financial statements thereto as required under ITEM #17 are attached hereto and found immediately following the text of this Annual Report.



Audited Financial Statements



Independent Auditors Report of Smythe Ratcliffe LLP, dated November 30, 2006, and audit report of G. Ross McDonald dated December 8, 2004.



Balance Sheets at August 31, 2006 and 2005



Statements of Operations for the years ended August 31, 2006 and 2005.



Statements of Cash Flows for the years ended August 31, 2006 and 2005.



Notes to Financial Statements



(B)  Index to Exhibits:







65



|1.
Certificate of Incorporation, Certificates of Name Change, Articles of Incorporation, Articles of Amalgamation and By-Laws                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | 
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | 
|2. Instruments defining the rights of holders of the securities being registered
***See Exhibit Number 1***                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | 
|3. Voting Trust Agreements  N/A                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | 
|4. Material Contracts
1.
Memorandum of Understanding between the Company and Leeward Capital Corporation regarding the Set Ga Done gold prospect in Myanmar dated March 31, 2003. (Previously Filed)
2.
Agreement between the Company and David Javorsky dated August 20, 2005 regarding the Atlin Property, British Columbia, Canada. (Previously filed)
3.
Agreement between the Company and Black Diamond Coal Prospecting Syndicate dated March 17, 2006 regarding the Naskeena coal project, British Columbia, Canada.
4.
Agreement between the Company, Leeward Capital and Quad Energy SA regarding the Set Ga Done gold property in Myanmar dated June 9, 2006. | 
|5. List of Foreign Patents  N/A                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | 
|6. Calculation of earnings per share  N/A                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | 
|7. Explanation of calculation of ratios  N/A                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | 
|8. List of Subsidiaries  N/A                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | 
|9. Statement pursuant to the instructions to Item 8.A.4, regarding the financial statements filed in registration statements for initial public offerings of securities  N/A                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | 
|10.Other documents

Form 302 Certification of the Chief Executive Officer
Form 302 Certification of the Chief Financial Officer
Form 906 Certification of the Chief Executive Officer
Form 906 Certification of the Chief Financial Officer

Signature Page                                                                                                                                                                                                                                                                                                                                                                                                             | 























































66







JET GOLD CORP.

(An Exploration Stage Company)



Financial Statements

August 31, 2006 and 2005

(Expressed in Canadian Dollars)











Index

Page



Managements Responsibility For Financial Reporting

1



Auditors Reports to the Shareholders

2-3



Financial Statements



Balance Sheets

4



Statements of Operations and Deficit

5



Statements of Cash Flows

6



Notes to Financial Statements

7-22











































67









MANAGEMENTS RESPONSIBILITY FOR FINANCIAL REPORTING







The financial statements of Jet Gold Corp. have been prepared by and are the responsibility of the Companys management.  The financial statements are prepared in accordance with accounting principles generally accepted in Canada and reflect managements best estimates and judgment based on information currently available.



Management has developed and is maintaining a system of internal controls to obtain reasonable assurance that the Companys assets are safeguarded, transactions are authorized and properly recorded and financial information is reliable.



The Board of Directors is responsible for ensuring management fulfills its responsibilities.  The Audit Committee reviews the results of the audit and the annual financial statements prior to their submission to the Board of Directors for approval.



The financial statements have been audited by Smythe Ratcliffe LLP, Chartered Accountants, and their report outlines the scope of their examination and gives their opinion on the financial statements.









Robert L. Card (signed)



Robert L. Card

President



Vancouver, Canada

November 30, 2006



















































68

[jet2006amend2005.jpg]





AUDITORS REPORT



TO THE SHAREHOLDERS OF JET GOLD CORP.

(An Exploration Stage Company)



We have audited the balance sheets of Jet Gold Corp. (an Exploration Stage Company) as at August 31, 2006 and 2005 and the statements of operations and deficit and cash flows for the years then ended. These financial statements are the responsibility of the Companys management.  Our responsibility is to express an opinion on these financial statements based on our audits.



We conducted our audits in accordance with Canadian generally accepted auditing standards and the standards of the Public Company Accounting Oversight Board (United States of America).  Those standards require that we plan and perform an audit to obtain reasonable assurance whether the financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.



In our opinion, these financial statements present fairly, in all material respects, the financial position of the Company as at August 31, 2006 and 2005 and the results of its operations and its cash flows for the years then ended in accordance with generally accepted accounting principles in Canada.



Smythe Ratcliffe LLP (signed)



Chartered Accountants



Vancouver, Canada

November 30, 2006



COMMENTS BY AUDITORS FOR US READERS



In the United States, reporting standards of the Public Company Accounting Oversight Board (PCAOB) for auditors requires the addition of an explanatory paragraph (following the opinion paragraph) when the financial statements are affected by conditions and events that cast substantial doubt on the Companys ability to continue as a going-concern, such as described in note 1 to the financial statements.  Our report to the shareholders dated November 30, 2006, is expressed in accordance with Canadian reporting standards, which does not permit a reference to such events and conditions in the auditors report when these are adequately disclosed in the financial statements.



Smythe Ratcliffe LLP (signed)



Chartered Accountants



Vancouver, Canada

November 30, 2006













|7th Floor, Marine Building
355 Burrard Street, Vancouver, BC
Canada V6C 2G8 | Fax:
604.688.4675
Telephone:
604.687.1231
Web:
SmytheRatcliffe.com | [jet2006amend2006.jpg]
|--------------------------------------------------------------------------- | ------------------------------------------------------------------ | ----------------------





69

G. Ross McDonald*

Chartered Accountant





*Denotes incorporated professional

Suite 1402, 543 Granville Street

Vancouver, B.C.  V6C 1X8

Tel:   (604) 685-8646

Fax:  (604) 684-6334

















AUDITORS REPORT





TO THE SHAREHOLDERS OF JET GOLD CORP.

I have audited and the statements of operations and deficit and cash flows of Jet Gold Corp. for the year ended August 31, 2004. These financial statements are the responsibility of the Companys management. My responsibility is to express an opinion on these financial statements based on my audit.

I conducted my audit in accordance with generally accepted auditing standards in Canada and the standards of the Public Company Accounting Oversight Board (PCAOB) (United States). Those standards require that I plan and perform an audit to obtain reasonable assurance whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.

In my opinion, these financial statements present fairly, in all material respects, the results of its operations and cash flows for the year ended August 31, 2004 then ended in accordance with generally accepted accounting principles in Canada.





G. Ross McDonald  (signed)



G. Ross McDonald

Chartered Accountant

Vancouver, British Columbia

December 8, 2004













70

|JET GOLD CORP.
(An Exploration Stage Company)
Balance Sheets(note 1)
August 31
(Expressed in Canadian Dollars)
|--------------------------------------------------------------------------------------------------------------
|                                                                                                              
|                                                                                                              
|                                                                                                              
|Assets                                                                                                        
|                                                                                                              
|Current                                                                                                       
|Cash and cash equivalents                                                                                     
|Amounts receivable                                                                                            
|Prepaid expenses                                                                                              
|                                                                                                              
|                                                                                                              
|                                                                                                              
|Mineral Interests (notes 4 and 5)                                                                             
|                                                                                                              
|Oil and Gas Interests (notes 5 and 6)                                                                         
|                                                                                                              
|Equipment (note 8)                                                                                            
|                                                                                                              
|                                                                                                              
|                                                                                                              
|Liabilities                                                                                                   
|                                                                                                              
|Current                                                                                                       
|Accounts payable and accrued liabilities                                                                      
|                                                                                                              
|Shareholders Equity                                                                                          
|                                                                                                              
|Capital Stock (note 9)                                                                                        
|Contributed Surplus(note 9(e))                                                                                
|Deficit                                                                                                       
|                                                                                                              
|                                                                                                              
|                                                                                                              
|                                                                                                              



Subsequent events (note 14)



Approved on behalf of the Board:



Robert L. Card

....  Director

Robert L. Card



Robert M. Kaplan

.  Director

Robert M. Kaplan



71











|JET GOLD CORP.
(An Exploration Stage Company)
Statements of Operations and Deficit
Years Ended August 31
(Expressed in Canadian Dollars)
|----------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                        
|                                                                                                                                        
|Expenses                                                                                                                                
|Investor relations                                                                                                                      
|Stock-based compensation                                                                                                                
|Administration                                                                                                                          
|Legal, audit and accounting                                                                                                             
|Regulatory fees                                                                                                                         
|Consultants                                                                                                                             
|Transfer agent                                                                                                                          
|Printing and shareholders information                                                                                                  
|Rent                                                                                                                                    
|Office and miscellaneous                                                                                                                
|Travel                                                                                                                                  
|Telephone                                                                                                                               
|Amortization                                                                                                                            
|                                                                                                                                        
|Loss Before the Following                                                                                                               
|Interest income                                                                                                                         
|Property expenses recovered                                                                                                             
|Oil and gas properties written-off                                                                                                      
|Mineral interests written-off                                                                                                           
|                                                                                                                                        
|Net Loss for Year                                                                                                                       
|Deficit, Beginning of Year                                                                                                              
|                                                                                                                                        
|Deficit, End of Year                                                                                                                    
|                                                                                                                                        
|                                                                                                                                        
|Basic and Diluted Loss Per Share                                                                                                        
|                                                                                                                                        
|                                                                                                                                        
|Weighted Average Number of                                                                                                              
|Common Shares Outstanding                                                                                                               



















72











|JET GOLD CORP.
(An Exploration Stage Company)
Statements of Cash Flows
Years Ended August 31
(Expressed in Canadian Dollars)
|----------------------------------------------------------------------------------------------------------------------------
|                                                                                                                            
|Operating Activities                                                                                                        
|Loss for year                                                                                                               
|Items not involving cash                                                                                                    
|Amortization                                                                                                                
|Oil and gas properties written-off                                                                                          
|Mineral interests written-off                                                                                               
|Stock-based compensation                                                                                                    
|Changes in Non-Cash Working Capital                                                                                         
|Amounts receivable                                                                                                          
|Prepaid expenses                                                                                                            
|Accounts payable and accrued liabilities                                                                                    
|Cash Used in Operating Activities                                                                                           
|Financing Activity                                                                                                          
|Shares issued for cash, net of issue costs                                                                                  
|Investing Activities                                                                                                        
|Cash, exploration funds                                                                                                     
|Mineral interests costs                                                                                                     
|Oil and gas interests                                                                                                       
|Purchase of equipment                                                                                                       
|                                                                                                                            
|Cash Used in Investing Activities                                                                                           
|                                                                                                                            
|Increase (Decrease) in Cash                                                                                                 
|Cash and Cash Equivalents, Beginning of Year                                                                                
|                                                                                                                            
|Cash and Cash Equivalents, End of Year                                                                                      
|Supplemental Cash Flow Information                                                                                          
|Shares Issued for Mineral Property                                                                                          
|                                                                                                                            
|Other Cash Flow Information                                                                                                 
|Interest income                                                                                                             
|Interest expense                                                                                                            
|Income tax expense                                                                                                          









73







JET GOLD CORP.

(An Exploration Stage Company)

Notes to Financial Statements

Years Ended August 31, 2006 and 2005

(Expressed in Canadian Dollars)



1.

NATURE OF OPERATIONS



The Company is engaged in the exploration and development of natural resource properties.  To date, the Company has not earned significant revenues and is considered to be in the exploration stage.



The recoverability of the amounts shown for mineral properties and oil and gas interests are dependent upon the existence of economically recoverable reserves, the ability of the Company to obtain necessary financing to complete the development of the properties and upon future profitable production or proceeds from their disposition.



These financial statements have been prepared on a going-concern basis, which assumes the realization of assets and liquidation of liabilities in the normal course of business. The Companys ability to continue as a going-concern is dependent on continued financial support from its shareholders, the ability of the Company to raise equity financing, and the attainment of profitable operations, external financings and further share issuances to meet the Companys liabilities as they become payable.  These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary, should the Company be unable to continue as a going-concern.



2.

SIGNIFICANT ACCOUNTING POLICIES



These financial statements have been prepared in accordance with accounting principles generally accepted in Canada and reflect the following policies.



(a)

Cash and equivalents



Cash and cash equivalents comprise cash and term deposits that are readily converted to known amounts of cash within one year from the date of acquisition.



(b)

Mineral properties



The Company capitalizes all costs related to investments in mineral property interests on a property-by-property basis.  Such costs include mineral property acquisition costs and exploration and development expenditures, net of any recoveries.  Costs are deferred until such time as the extent of mineralization has been determined and mineral property interests are either developed, the property sold or the Company's mineral rights are allowed to lapse.



All deferred mineral property expenditures are reviewed, on a property-by-property basis, to consider whether there are any conditions that may indicate impairment.  When the carrying value of a property exceeds its net recoverable amount that may be estimated by quantifiable evidence of an economic geological resource or reserve, joint venture expenditure commitments or the Companys assessment of its ability to sell the property for an amount exceeding the deferred costs, provision is made for the impairment in value.



The amounts shown for acquisition costs and deferred exploration expenditures represent costs incurred to date and do not necessarily reflect present or future values.



These costs will be depleted over the useful lives of the properties upon commencement of commercial production or written off if the properties are abandoned or the claims allowed to lapse.



From time to time the Company may acquire or dispose of a mineral property interest pursuant to the terms of an option agreement.  As the options are exercisable entirely at the discretion of the optionee, the amounts payable or receivable are not recorded.  Option payments are recorded as property costs or recoveries when the payments are made or received.



74



JET GOLD CORP.

(An Exploration Stage Company)

Notes to Financial Statements

Years Ended August 31, 2006 and 2005

(Expressed in Canadian Dollars)



2.

SIGNIFICANT ACCOUNTING POLICIES(Continued)



(c)

Oil and gas interests



All of the Companys oil and gas activities are conducted jointly with others. The financial statements reflect the Companys proportionate interest in such activities as a non-operator.



The Company uses the full cost method of accounting for oil and gas interests to determine the capitalized costs whereby all expenditures related to the acquisition, exploration and development of oil and gas properties are capitalized. Capitalized costs include the cost of land acquired or leased, intangible drilling costs, tangible costs such as those for equipment, casing and attachments, and completion costs as well as re-completion costs on both productive and non-productive wells.



Oil and gas interests are carried at the lower of capitalized costs, less accumulated depletion and amortization, and estimated net recoverable amount, which is the undiscounted aggregate of estimated future net revenues of proven oil and gas reserves, less estimated costs to develop those reserves, future administrative and general expenses, financing costs, restoration costs and income taxes. The calculations are based on prices and cost estimates at August 31, 2006, as determined by the Company and independent engineers. The recovery of oil and gas interests is evaluated annually to estimate the remaining oil and gas reserves. Actual results could differ from those estimates.



(d)

Equipment



Equipment is stated at cost less accumulated amortization.  Amortization is provided on a declining-balance basis on office furniture and equipment at 20% or 30% per annum.



(e)

Stock-based compensation



The Company uses the fair value based method of accounting for employee stock options whereby compensation cost of a stock option is measured at fair value at the date of grant and is expensed over the vesting period of the stock option with a corresponding increase to contributed surplus.  When the stock options are exercised, the proceeds, together with the amount recorded in contributed surplus, are transferred to capital stock.



(f)

Earnings (loss) per share



Earnings (loss) per share is calculated using the weighted average number of shares issued and outstanding during the year.  The Company uses the treasury stock method for calculating diluted earnings per share.  However, diluted loss per share has not been presented as the effects of potential issuances of shares under options would be anti-dilutive, and therefore, basic and diluted loss per share are the same.



(g)

Comparative figures



Certain of the prior years comparative figures in the balance sheet and statement of cash flows have been reclassified to conform to the presentation adopted in the current year.











75





JET GOLD CORP.

(An Exploration Stage Company)

Notes to Financial Statements

Years Ended August 31, 2006 and 2005

(Expressed in Canadian Dollars)





2.

SIGNIFICANT ACCOUNTING POLICIES(Continued)



(h)

Income taxes



The Company follows the asset and liability method of accounting for income taxes.  Under this method, current income taxes are recognized for the estimated income taxes payable for the current period.  Future income tax assets and liabilities are recognized for temporary differences between the tax and accounting basis of assets and liabilities as well as for the benefit of losses available to be carried forward to future years for tax purposes only if it is more likely than not that they can be realized.



(i)

Use of estimates



The preparation of financial statements in conformity with Canadian generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Significant areas requiring the use of management estimates relate to the determination of environmental obligations, impairment of mineral claims and deferred exploration expenditures, rates for depletion and amortization, measurement of stock-based compensation and future income tax valuation allowance.   Actual results could differ from those estimates.



(j)

Asset retirement obligation



The Company recognizes an estimate of the liability associated with an asset retirement obligation (ARO) in the financial statements at the time the liability is incurred.  The estimated fair value of the ARO is recorded as a long-term liability, with a corresponding increase in the carrying amount of the related asset.  The capitalized amount is depleted on a unit-of-production basis over the life of the proved reserves.  The liability amount is increased each reporting period due to the passage of time and the amount of accretion is charged to earnings in the period.  The ARO can also increase or decrease due to changes in the estimates of timing of cash flows or changes in the original estimated undiscounted cost.  Actual costs incurred upon settlement of the ARO are charged against the ARO to the extent of the liability recorded.



3.

FINANCIAL INSTRUMENTS



(a)

Fair value



The carrying values of cash and cash equivalents, accounts receivable, and accounts payable and accrued liabilities approximate their fair values because of the short-term maturity of these financial instruments.



(b)

Interest rate risk



The Company is not exposed to significant interest rate risk due to the short-term maturity of its monetary assets and liabilities.



(c)

Credit risk



The Company is exposed to credit risk with respect to its cash; however, this is minimized as cash is placed with major financial institutions.





76



JET GOLD CORP.

(An Exploration Stage Company)

Notes to Financial Statements

Years Ended August 31, 2006 and 2005

(Expressed in Canadian Dollars)



4.

MINERAL INTERESTS



Expenditures incurred on the Companys mineral properties during the years ended August 31, 2006 and 2005 are as follows:



|                            | Set Ga   |                |             |            |          
|--------------------------- | -------- | -------------- | ----------- | ---------- | ---------
|                            | Done     | Naskeena       | Winni       | Atlin      | Total    
|                            |          |                |             |            |          
|Balance August 31, 2004     | $378,218 | $            0 | $         0 | $        0 | $ 378,218
|Acquisition costs           | 0        | 0              | 17,600      | 0          | 17,600   
|Exploration costs           |          |                |             |            |          
|Geological                  | 42,446   | 0              | 3,150       | 20,694     | 66,290   
|Field                       | 9,565    | 0              | 14,671      | 0          | 24,236   
|Travel and accommodation    | 3,779    | 0              | 0           | 0          | 3,779    
|Assay                       | 10,125   | 0              | 0           | 0          | 10,125   
|Mapping                     | 0        | 0              | 1,116       | 0          | 1,116    
|Renewal                     | 7,336    | 0              | 0           | 0          | 7,336    
|Total additions during year | 73,251   | 0              | 36,537      | 20,694     | 130,482  
|Property written off        | 0        | 0              | (36,537)    | 0          | (36,537) 
|Balance, August 31, 2005    | 451,469  | 0              | 0           | 20,694     | 472,163  
|Acquisition costs           | 0        | 122,000        | 0           | 7,500      | 129,500  
|Exploration costs           |          |                |             |            |          
|Geological                  | 1,325    | 1,500          | 0           | 12,600     | 15,425   
|Field                       | 12,873   | 414            | 0           | 46,900     | 60,187   
|Drilling                    | 32,797   | 0              | 0           | 0          | 32,797   
|Assay                       | 2,593    | 0              | 0           | 0          | 2,593    
|Mapping                     | 0        | 3,000          | 0           | 3,929      | 6,929    
|Consulting                  | 2,850    | 0              | 0           | 0          | 2,850    
|Bond                        | 0        | 8,000          | 0           | 2,500      | 10,500   
|Trenching                   | 0        | 0              | 0           | 9,896      | 9,896    
|Total additions during year | 52,438   | 134,914        | 0           | 83,325     | 270,677  
|                            |          |                |             |            |          
|Balance, August 31, 2006    | $503,907 | $134,914       | $         0 | $104,019   | $742,840 



(a)

Set Ga Done Property, Union of Myanmar



On March 31, 2003, the Company entered into a memorandum of understanding (MOU) with Leeward Capital Corp. (Leeward) to participate in the acquisition, exploration and development of an exploration block consisting of 700 square kilometres located in Shan State, Union of Myanmar.  Pursuant to the MOU, the Company will expend an initial US $200,000 (done) in acquisition and exploration costs and will advance US $50,000 (done) as a refundable performance bank guarantee to the government of Myanmar. Subsequent expenditures will be shared equally with Leeward.











77



JET GOLD CORP.

(An Exploration Stage Company)

Notes to Financial Statements

Years Ended August 31, 2006 and 2005

(Expressed in Canadian Dollars)



4.

MINERAL INTERESTS(Continued)



(a)

Set Ga Done Property, Union of Myanmar (Continued)



Leeward has entered into an agreement with the government of Myanmar to earn a 75% interest in the property, subject to certain back-in provisions reserved by the government of Myanmar. The 75% interest may be earned by expending approximately US $1,750,000 in exploration on the property over a three-year period and an additional US $1,000,000 on a feasibility study.  These expenditures will be shared equally between the Company and Leeward.  Once the interest has been earned, the Company and Leeward will each have a 37.5% interest in the property; with the government of Myanmar holding a 25% carried interest.



During the 2005 year-end, the Company and Leeward, due to circumstances beyond their control, did not meet the minimum expenditure requirements of the second exploration year of the Set Ga Done agreement. The government of Myanmar and the companies have agreed verbally to extend the prospecting period.



On July 18, 2006, the Company and Leeward entered into a joint venture partnership agreement with Quad Energy SA (Quad) to option a 51% joint venture interest in the property.  Quad has commenced a program to spend US $700,000 on exploration and development prior to January 7, 2008.  Once all funds are spent, the Companys interest would be reduced to 18.4%.



(b)

Winni Property, British Columbia



The Company entered into an option agreement to acquire the six-claim Winni Mineral Claims located in the Lightening Peak area of the Vernon Mining Division, British Columbia. The terms of the option require a payment of $5,000 (paid), the issuance of 200,000 (50,000 issued) common shares in stages over four years, and a work commitment of $500,000 over four years. The first year requires a $50,000 exploration program. A finders fee of 20,000 common shares of the Company was issued pursuant to the transaction.



The Company terminated its option on the property and acquisition and, accordingly, exploration and acquisition expenditures in the aggregate of $36,537 have been written-off as at August 31, 2005.



(c)

Atlin Property, British Columbia



During the 2005 fiscal year, the Company was granted a first right of refusal to acquire the claims once it is satisfied of the value of proceeding further. The Company was required to provide $21,000 (completed) in exploration funds for exploration work on the property.



During the 2006 fiscal year, the Company exercised its option to acquire a 100% interest in 18 mineral claims located in the Atlin Mining Division in British Columbia in consideration of a cash payment of $5,000 (paid), the issuance of 200,000 common shares in stages comprised of 50,000 shares upon signing and approval of the TSX Venture Exchange (issued), 50,000 shares after $50,000 in work (subsequently issued), 50,000 shares after an additional $75,000 in work, and 50,000 shares after an additional $100,000 in work. The Company must also incur exploration expenditures of a minimum of $225,000 over a three-year period, as follows: $50,000 by August 20, 2006 (incurred), a further $75,000 by August 20, 2007 and a further $100,000 by August 20, 2008.  The Company will also issue an additional 100,000 shares if the property is put into commercial production and be subject to a 2% net smelter return royalty on gold production.







78



JET GOLD CORP.

(An Exploration Stage Company)

Notes to Financial Statements

Years Ended August 31, 2006 and 2005

(Expressed in Canadian Dollars)



4.

MINERAL INTERESTS (Continued)



(d)

Naskeena Group Property, British Columbia



The Company entered into an option agreement to acquire a 100% interest in three coal license applications covering lands in the Skeena Mining Division, located near Terrace, British Columbia.  To exercise its option, the Company must complete the following:



(i)

Cash payments aggregating $55,000, with $20,000 payable on execution of the agreement and $35,000 payable on regulatory approval (paid subsequent to August 31, 2006);



(ii)

To incur $600,000 in exploration expenditures on the property as follows:



(a)

$100,000 on or before March 31, 2007;

(b)

$200,000 on or before March 31, 2008; and

(c)

$300,000 on or before March 31, 2009;



(iii)

To issue 2,000,000 common shares of the Company to the optionors as follows:



(a)

400,000 common shares on regulatory approval (issued and valued at $122,000);

(b)

400,000 common shares on or before April 21, 2007;

(c)

500,000 common shares on completion of a feasibility report; and

(d)

700,000 common shares upon placing the property into commercial production.



The optionor has retained a 2% royalty on the sale of coal or other products from the property, the Company has the right to purchase one-half of the royalty by paying $500,000 to the optionor.



5.

REALIZATION OF ASSETS



The investment in and expenditures on resource properties comprises a significant portion of the Companys assets.  Realization of the Companys investment in these assets is dependent upon the establishment of legal ownership, the attainment of successful production from the resource properties or from the proceeds of disposal.



Although the Company has taken steps to verify the title to mineral properties in which it has an interest in accordance with industry standards for the current stage of exploration of such properties, these procedures do not guarantee the Companys title.  Property title may be subject to unregistered prior agreements or transfers and title may be affected by undetected defects.



6.

OIL AND GAS INTERESTS



(a)

Stewart Prospect, Texas



The Company acquired a 2.5% working interest (1.875% net revenue interest) in a drilling test well on an oil and gas prospect located in Goliad County, Texas. Subsequent to the year-end, the test well was plugged and abandoned and, accordingly, $26,042 in exploration costs have been written-off, leaving a carrying value of $5,410 in acquisition costs for the prospect at August 31, 2006.



(b)

Funk Prospect, Texas



The Company acquired a 5% working interest (0.725% net revenue interest) in a drilling test well on an oil and gas prospect located in Goliad County, Texas.  The Company advanced $101,650 for its share of the estimated project costs to August 31, 2006.



79



JET GOLD CORP.

(An Exploration Stage Company)

Notes to Financial Statements

Years Ended August 31, 2006 and 2005

(Expressed in Canadian Dollars)



7.

ASSET RETIREMENT OBLIGATION



The Company is subject to various regulatory and statutory requirements relating to the protection of the environment. At August 31, 2006, the Company estimates that costs relating to future site restoration and abandonment based on work done to that date will be immaterial. The Company has currently made no provision for site restoration costs or potential environmental liabilities as all properties are still in the exploration stage.  Factors such as further exploration, inflation and changes in technology may materially change the cost estimate.



The operations of the Company are complex, and regulations and legislation affecting the Company are continually changing. Although the ultimate impact of these matters on net earnings cannot be determined at this time, it could be material for any one-quarter or year.



8.

EQUIPMENT



|                               |      |        | 2006                     |   |       |  | 2005
|------------------------------ | ---- | ------ | ------------------------ | - | ----- |  | ----
|                               | Cost |        | Accumulated
Amortization |   | Net   |  | Net 
|                               |      |        |                          |   |       |  |     
|Office furniture and equipment | $    | 11,650 |                          | $ | 8,839 |  | $   



9.

CAPITAL STOCK



Authorized

Unlimited common shares without par value



Issued

20,223,755 common shares



|                                |  |            |  |       
|------------------------------- |  | ---------- |  | ------
|                                |  | Shares     |  | Amount
|                                |  |            |  |       
|Balance, August 31, 2004        |  | 12,368,755 |  | $     
|Issued for cash                 |  |            |  |       
|Exercise of options             |  | 200,000    |  |       
|Private placement               |  | 2,500,000  |  |       
|Issued for property             |  | 70,000     |  |       
|Fair value of options exercised |  | 0          |  |       
|                                |  |            |  |       
|Balance, August 31, 2005        |  | 15,138,755 |  |       
|Issued for cash                 |  |            |  |       
|Exercise of options             |  | 290,000    |  |       
|Exercise of warrants            |  | 595,000    |  |       
|Private placement               |  | 3,750,000  |  |       
|Issued for property             |  | 450,000    |  |       
|Share issue costs               |  | 0          |  |       
|Fair value of options exercised |  | 0          |  |       
|                                |  |            |  |       
|Balance, August 31, 2006        |  | 20,223,755 |  | $     





80



JET GOLD CORP.

(An Exploration Stage Company)

Notes to Financial Statements

Years Ended August 31, 2006 and 2005

(Expressed in Canadian Dollars)



9.

CAPITAL STOCK(Continued)



(a)

Private placement



In October 2005, the Company closed a private placement and issued 1,500,000 units at $0.10 per share for cash proceeds of $150,000. Each unit consisted of one common share and one warrant with each warrant exercisable to acquire one additional common share at a price of $0.12 per share for a one-year period and $0.15 for a two-year period.



In April 2006, the Company closed a private placement and issued 2,250,000 units at $0.25 per share for cash proceeds of $562,500. Each unit consisted of one common share and one warrant with each warrant exercisable to acquire one additional common share at a price of $0.35 per share to April 13, 2008.  The Company issued 225,000 agents options exercisable at $0.25 for two years from closing into units, each unit to acquire one share and one share purchase warrant exercisable at $0.35 for two years from closing.



In December 2004, the Company closed the first tranche of a private placement and issued 1,650,000 units at $0.15 per share for cash proceeds of $247,500. Each unit consisted of one common share and one warrant with each warrant exercisable to acquire one additional common share at a price of $0.25 per share to December 20, 2005. Subsequent to August 31, 2005, the Company extended the expiry date of the warrants to December 20, 2006.



In February 2005, the Company closed the second tranche of the private placement and issued 850,000 units at $0.15 per share for cash proceeds of $127,500. Each unit consisted of one common share and one warrant with each warrant exercisable to acquire one additional common share at a price of $0.25 per share to February 4, 2006. Subsequent to August 31, 2005, the Company extended the expiry date of the warrants to December 20, 2006.



(b)

Warrants



As at August 31, 2006, the Company has warrants outstanding for the purchase of a total of 5,655,000 common shares as follows:



|Expiry Date           | Exercise
Price | Outstanding
August 31,
2005 | Issued    | Exercised | Expired   | Outstanding
August 31,
2006
|--------------------- | -------------- | --------------------------- | --------- | --------- | --------- | ---------------------------
|                      |                |                             |           |           |           |                            
|November 25, 2005     | $ 0.25         | 567,500                     | 0         | 0         | 567,500   | 0                          
|November 25, 2005     | $ 0.25         | 1,156,250                   | 0         | 0         | 1,156,250 | 0                          
|December 20, 2006*    | $ 0.25         | 1,650,000                   | 0         | 0         | 0         | 1,650,000                  
|December 20, 2006*    | $ 0.25         | 850,000                     | 0         | 0         | 0         | 850,000                    
|October 28, 2006/2007 | $ 0.12/$ 0.15  | 0                           | 1,500,000 | 595,000   | 0         | 905,000                    
|April 13, 2008        | $ 0.35         | 0                           | 2,250,000 | 0         | 0         | 2,250,000                  
|                      |                |                             |           |           |           |                            
|                      |                | 4,223,705                   | 3,750,000 | 595,000   | 1,723,750 | 5,655,000                  



*expiry dates extended note 9(a).













81



JET GOLD CORP.

(An Exploration Stage Company)

Notes to Financial Statements

Years Ended August 31, 2006 and 2005

(Expressed in Canadian Dollars)



9.

CAPITAL STOCK(Continued)



(c)

Stock options



During 2004, the Company received acceptance from the TSX Venture Exchange for a stock option plan, which authorizes the board of directors to grant options for the purchase of common shares of the Company. The Company has implemented a rolling stock option plan whereby a maximum of 10% of the issued shares will be reserved for issuance under the plan. As at August 31, 2006, there are 1,435,000 stock options outstanding as follows:



|Expiry Date        | Exercise
Price | Outstanding
August 31,
2005 | Granted   | Exercised | Expired/
Cancelled | Outstanding
August 31,
2006 | Exercisable
August 31,
2006
|------------------ | -------------- | --------------------------- | --------- | --------- | ------------------ | --------------------------- | ---------------------------
|                   |                |                             |           |           |                    |                             |                            
|April 13, 2008     | $ 0.25         | 0                           | 225,000   | 0         | 0                  | 225,000                     | 225,000                    
|October 27, 2008   | $ 0.15         | 400,000                     | 0         | 100,000   | 0                  | 300,000                     | 300,000                    
|March 12, 2009     | $ 0.20         | 100,000                     | 0         | 0         | 100,000            | 0                           | 0                          
|March 26, 2009     | $ 0.20         | 50,000                      | 0         | 0         | 50,000             | 0                           | 0                          
|September 29, 2009 | $ 0.20         | 225,000                     | 0         | 0         | 25,000             | 200,000                     | 200,000                    
|December 31, 2009  | $ 0.20         | 75,000                      | 0         | 0         | 0                  | 75,000                      | 75,000                     
|September 1, 2010  | $ 0.10         | 0                           | 650,000   | 190,000   | 0                  | 460,000                     | 460,000                    
|March 6, 2011      | $ 0.13         | 0                           | 100,000   | 0         | 0                  | 100,000                     | 100,000                    
|March 9, 2011      | $ 0.13         | 0                           | 75,000    | 0         | 0                  | 75,000                      | 75,000                     
|                   |                |                             |           |           |                    |                             |                            
|                   |                | 850,000                     | 1,050,000 | 290,000   | 175,000            | 1,435,000                   | 1,435,000                  



(d)

Option compensation



Pursuant to the Canadian Institute of Chartered Accountants standard of accounting for stock-based compensation (note 2(e)), the fair value of stock options granted, and which vested, to directors, employees and consultants, in the amount of $73,265 (2005 - $105,062) has been recorded as an expense in the year ended August 31, 2006.



The fair value of stock options used to calculate compensation expense is estimated using the Black-Scholes option pricing model with the following assumptions:



|                                | 2006  | 2005  | 2004 
|------------------------------- | ----- | ----- | -----
|                                |       |       |      
|Weighted average                |       |       |      
|Risk-free interest rate         | 3.94% | 2.97% | 2.97%
|Expected dividend yield         | 0     | 0     | 0    
|Expected stock price volatility | 125%  | 116%  | 116% 
|Expected option life in years   | 3     | 3     | 3    



Option pricing models require the input of highly subjective assumptions including the expected price volatility.  Changes in the subjective input assumptions can materially affect the fair value estimate, and therefore, the existing models do not necessarily provide a reliable single measure of the fair value of the Companys stock options.





82



JET GOLD CORP.

(An Exploration Stage Company)

Notes to Financial Statements

Years Ended August 31, 2006 and 2005

(Expressed in Canadian Dollars)



9.

CAPITAL STOCK(Continued)



(e)

Contributed surplus



Contributed surplus increased in connection with the recognition of compensation cost relating to stock options. Contributed surplus is decreased when those stock options are exercised:



|                                        |   | 2006     |   | 2005    
|--------------------------------------- | - | -------- | - | --------
|                                        |   |          |   |         
|Contributed surplus, beginning of year  | $ | 236,171  | $ | 160,473 
|Stock option expense for year           |   | 73,265   |   | 105,062 
|Stock options exercised during the year |   | (32,335) |   | (29,364)
|                                        |   |          |   |         
|Contributed surplus, end of year        | $ | 277,101  | $ | 236,171 



(f)

Escrow shares



A total of 1,000,000 common shares were subject to a escrow agreement signed in previous years. These shares are subject to a time release over a three-year period from January 23, 2004 as follows:



(i)

100,000 shares - January 23, 2004 (released);

(ii)

150,000 shares - July 23, 2004 (released);

(iii)

150,000 shares - January 23, 2005 (released);

(iv)

150,000 shares - July 23, 2005 (released);

(v)

150,000 shares - January 23, 2006 (released);

(vi)

150,000 shares - July 23, 2006 (released); and

(vii)

150,000 shares - January 23, 2007.



10.

RELATED PARTY TRANSACTIONS



(a)

The Company paid $48,000 (2005 - $48,000; 2004 - $48,800) to a company controlled by the president of the Company pursuant to a consulting agreement dated May 15, 2003 for the provision of office and administration services and also paid $6,809 (2005 - $7,613; 2004 - $7,447) for office rent to a company controlled by the president. The Company paid $16,000 (2005 - $12,000; 2004 - $10,500) to a company controlled by an officer of the Company for administrative services, included in consulting expenses.



(b)

The president of the Company is a member, as to a 25% interest, in the option of the Naskeena Group Property (note 4(d)).



(c)

During the year ended August 31, 2006, directors and officers of the Company exercised options to acquire 290,000 shares for proceeds of $34,000.



(d)

During the year ended August 31, 2006, directors and officers of the Company acquired an aggregate of 350,000 units of the private placement referred to in note 9(a) for proceeds of $35,000.



(e)

During the year ended August 31, 2005, a director of the Company exercised options to acquire 200,000 shares for proceeds of $30,000.





83



JET GOLD CORP.

(An Exploration Stage Company)

Notes to Financial Statements

Years Ended August 31, 2006 and 2005

(Expressed in Canadian Dollars)



10.

RELATED PARTY TRANSACTIONS (Continued)



(f)

During the year ended August 31, 2005, directors and officers of the Company acquired an aggregate of 910,000 units of the private placement referred to in note 9(a) for proceeds of $136,500.



11.

INCOME TAXES



As at August 31, 2006, the Company has non-capital losses of approximately $897,000, which may be applied against future income for Canadian income tax purposes.  The potential future tax benefits of these losses have not been recorded in these financial statements.  The losses expire as follows:



|     |   |        
|---- | - | -------
|2007 | $ | 162,000
|2008 |   | 79,000 
|2009 |   | 3,000  
|2010 |   | 35,000 
|2014 |   | 226,000
|2015 |   | 175,000
|2026 |   | 217,000
|     |   |        
|     | $ | 897,000



The Company also has $338,549 of capital losses, which may be applied against future capital gains for Canadian income tax purposes.  The capital losses are without expiry.



The reconciliation of income tax provision computed at statutory rates to the reported income tax provision is as follows:



|                                                        |   | 2006     |   | 2005     |   | 2004    
|------------------------------------------------------- | - | -------- | - | -------- | - | --------
|                                                        |   |          |   |          |   |         
|                                                        |   | 34.12%   |   | 35.62%   |   | 35.62%  
|                                                        |   |          |   |          |   |         
|Income tax benefit computed at Canadian statutory rates | $ | 122,555  | $ | 112,971  | $ | 166,309 
|Temporary differences not recognized in year            |   | 3,178    |   | 364      |   | 765     
|Permanent differences incurred in year                  |   | (51,473) |   | (50,247) |   | (86,537)
|Unrecognized tax losses                                 |   | (74,260) |   | (63,088) |   | (80,537)
|                                                        |   |          |   |          |   |         
|                                                        | $ | 0        | $ | 0        | $ | 0       



Future income tax assets and liabilities are recognized for temporary differences between the carrying amounts of the balance sheet items and their corresponding tax values as well as for the benefit of losses available to be carried forward to future years for tax purposes that are likely to be realized.





















84



JET GOLD CORP.

(An Exploration Stage Company)

Notes to Financial Statements

Years Ended August 31, 2006 and 2005

(Expressed in Canadian Dollars)



11.

INCOME TAXES (Continued)



Significant components of the Companys future tax assets and liabilities, after applying enacted corporate income tax rates, are as follows:



|                                                 | 2006 | 2005     
|------------------------------------------------ | ---- | ---------
|                                                 |      |          
|Future income tax assets                         |      |          
|Temporary differences in assets                  | $    | 159,911  
|Non-capital losses carried forward               |      | 306,580  
|Capital losses carried forward                   |      | 57,756   
|                                                 |      |          
|                                                 |      | 524,247  
|Valuation allowance for future income tax assets |      | (524,247)
|                                                 |      |          
|Future income tax assets, net                    | $    | 0        



12.

SEGMENTED DISCLOSURE



The Company has one operating segment, being the exploration and development of mineral properties.  All of the Companys assets are located in Canada, with the exception of $503,907 of costs incurred in connection with the Set Ga Done project located in the Union of Myanmar (note 4).



13.

DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (GAAP)



(a)

Exploration expenditures



Under Canadian GAAP, acquisition costs and exploration expenditures are capitalized (note 4).  Under US GAAP, exploration costs incurred in locating areas of potential mineralization are expensed as incurred. Commercial feasibility is established in compliance with the Securities and Exchange Commission (SEC) Industry Guide 7, which consists of identifying that part of a mineral deposit that could be economically and legally extracted or produced at the time of the reserve determination. After an area of interest has been assessed as commercially feasible, expenditures specific to the area of interest for further development are capitalized. In deciding when an area of interest is likely to be commercially feasible, management may consider, among other factors, the results of prefeasibility studies, detailed analysis of drilling results, the supply and cost of required labour and equipment, and whether necessary mining and environmental permits can be obtained.



Under US GAAP, mining projects, properties, and oil and gas interests are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amounts of these assets may not be recoverable. If estimated future cash flows expected to result from the use of the mining project or property, and oil and gas interests, and their eventual disposition are less than the carrying amount of the mining project, property, or oil and gas interest, an impairment is recognized based upon the estimated fair value of the mining project, property, or oil and gas interest. Fair value generally is based on the present value of estimated future net cash flows for each mining project, property, or oil and gas interest, calculated using estimated mineable reserves, mineral resources, and oil and gas reserves based on engineering reports, projected rates of production over the estimated mine or well life, recovery rates, capital requirements, remediation costs and future prices considering the Company's hedging and marketing plans.



85



JET GOLD CORP.

(An Exploration Stage Company)

Notes to Financial Statements

Years Ended August 31, 2006 and 2005

(Expressed in Canadian Dollars)



13.

DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (GAAP) (Continued)



(b)

Recent accounting pronouncements



(i)

FAS 153, Exchanges of Non-Monetary Assets.  The provisions of this Statement are effective for non-monetary asset exchanges occurring in fiscal periods beginning after June 15, 2005.  Earlier application is permitted for non-monetary asset exchanges occurring in fiscal periods beginning after December 16, 2004.  The provisions of this Statement should be applied prospectively.  There is no impact on the Companys financial statements.



(ii)

In March 2005, Financial Accounting Standards Board (FASB) issued Interpretation No. 47 (FIN 47), Accounting for Conditional Asset Retirement Obligations.  FIN 47 clarifies that the term Conditional Asset Retirement Obligation as used in FASB Statement No. 143, Accounting for Asset Retirement Obligations,refers to a legal obligation to perform an asset retirement activity in which the timing and/or method of settlement are conditional on a future event that may or may not be within the control of the entity.  Accordingly, an entity is required to recognize a liability for the fair value of a Conditional Asset Retirement Obligation, if the fair value of the liability can be reasonably estimated.  FIN 47 is effective no later than the end of fiscal years ending after December 15, 2005.  There is no impact on the Companys financial statements.



(iii)

In early July 2006, the FASB issued Interpretation (FIN) No. 48, Accounting for Uncertainty in Income Taxes. FIN 48 was issued to address financial statement recognition and measurement by an enterprise of a tax position taken or expected to be taken in a tax return. The new standard will require several new disclosures in annual financial statements, including: (a) the income statement classification of income tax-related interest and penalties and (b) a reconciliation of the total amount of unrecognized tax benefits. The effective date of this standard is fiscal years beginning after December 15, 2006.



(iv)

FIN 46(R), Consolidation of Variable Interest Entities, applies at different dates to different types of enterprises and entities, and special provisions apply to enterprises that have fully or partially applied Interpretation 46, or Interpretation 46(R) is required in financial statements of public entities that have interests in variable interest entities or potential variable interest entities commonly referred to as special-purpose entities for periods ending after December 15, 2003.  Application by public entities (other than small business issuers) for all other types of entities is required in financial statements for periods ending after March 15, 2004.  Application by small business issuers to entities other than special-purpose entities and by non-public entities to all types of entities is required at various dates in 2004 and 2005.  In some instances, enterprises have the option of applying or continuing to apply Interpretation 46 for a short period of time before applying Interpretation 46(R).  There is no impact on the Companys financial statements.



(v)

In December 2004, the FASB issued Statement No. 123 (revised 2004), Share-Based Payment (SFAS 123(R)), which requires the measurement and recognition of compensation expense for all stock-based compensation payments and supersedes the Companys current accounting under APB 25.  SFAS 123(R) is effective for all annual periods beginning after June 15, 2005.  In March 2005, the Securities and Exchange Commission issued Staff Accounting Bulletin No. 107 relating to the adoption of SFAS 123(R). This standard will not have an impact on the Companys financial statements as it already applies the fair value method of accounting for its stock options.



86



JET GOLD CORP.

(An Exploration Stage Company)

Notes to Financial Statements

Years Ended August 31, 2006 and 2005

(Expressed in Canadian Dollars)





13.

DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (GAAP) (Continued)



(c)

Reconciliation of total assets, liabilities and shareholders equity



|                                               |   | 2006      |   | 2005     
|---------------------------------------------- | - | --------- | - | ---------
|                                               |   |           |   |          
|Total assets for Canadian GAAP                 | $ | 1,419,000 | $ | 791,343  
|Adjustments to US GAAP - deferred expenditures |   | (586,329) |   | (445,152)
|                                               |   |           |   |          
|Total assets for US GAAP                       | $ | 832,671   | $ | 346,191  
|                                               |   |           |   |          
|Total liabilities for Canadian GAAP            | $ | 35,807    | $ | 18,878   
|Total liabilities for US GAAP                  |   | 35,807    |   | 18,878   
|                                               |   |           |   |          
|Total equity for Canadian GAAP                 |   | 1,383,193 |   | 772,465  
|Adjustments to US GAAP                         |   | (586,329) |   | (445,152)
|                                               |   |           |   |          
|Total equity for US GAAP                       |   | 796,864   |   | 327,313  
|                                               |   |           |   |          
|Total equity and liabilities for US GAAP       | $ | 832,671   | $ | 346,191  



(d)

Reconciliation of loss reported in Canadian GAAP and US GAAP



|                                       |   | 2006       |   | 2005       |   | 2004      
|-------------------------------------- | - | ---------- | - | ---------- | - | ----------
|                                       |   |            |   |            |   |           
|Statements of operations for years     |   |            |   |            |   |           
|ended August 31                        |   |            |   |            |   |           
|Reconciliation of net loss from        |   |            |   |            |   |           
|Canadian GAAP to US GAAP               |   |            |   |            |   |           
|Net loss per Canadian GAAP             | $ | (359,187)  | $ | (317,155)  | $ | (466,899) 
|Exploration and development costs, net |   | (141,177)  |   | (112,882)  |   | (351,207) 
|                                       |   |            |   |            |   |           
|Net loss per US GAAP                   | $ | (500,364)  | $ | (430,037)  | $ | (818,106) 
|                                       |   |            |   |            |   |           
|Net loss per share in accordance with  |   |            |   |            |   |           
|Canadian GAAP                          |   | $ (0.02)   |   | $ (0.02)   |   | $ (0.04)  
|Total differences                      |   | (0.01)     |   | (0.01)     |   | (0.04)    
|                                       |   |            |   |            |   |           
|Net loss per share in accordance       |   |            |   |            |   |           
|with US GAAP                           |   | $ (0.03)   |   | $ (0.03)   |   | $ (0.08)  
|                                       |   |            |   |            |   |           
|Weighted average number of common      |   |            |   |            |   |           
|shares outstanding                     |   | 17,754,248 |   | 14,242,207 |   | 10,549,320









87



JET GOLD CORP.

(An Exploration Stage Company)

Notes to Financial Statements

Years Ended August 31, 2006 and 2005

(Expressed in Canadian Dollars)



13.

DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (GAAP) (Continued)



(e)

Comprehensive loss



|Years ended August 31             |   | 2006      |   | 2005      |   | 2004     
|--------------------------------- | - | --------- | - | --------- | - | ---------
|                                  |   |           |   |           |   |          
|Net loss per US GAAP              | $ | (500,364) | $ | (430,037) | $ | (818,106)
|Other comprehensive income (loss) |   | 0         |   | 0         |   | 0        
|                                  |   |           |   |           |   |          
|Comprehensive loss per US GAAP    | $ | (500,364) | $ | (430,037) | $ | (818,106)



(f)

Statements of cash flows



|Years ended August 31                                                                                  |   | 2006      |   | 2005      |   | 2004     
|------------------------------------------------------------------------------------------------------ | - | --------- | - | --------- | - | ---------
|                                                                                                       |   |           |   |           |   |          
|Net cash used in operating activities of continuing operations in accordance with Canadian GAAP        | $ | (261,246) | $ | (283,137) | $ | (159,225)
|Adjustments to net loss involving use of cash                                                          |   |           |   |           |   |          
|Write-off expenditures on mineral interests                                                            |   | (141,177) |   | (112,882) |   | (401,075)
|                                                                                                       |   |           |   |           |   |          
|Net cash used in operating activities of continuing operations in accordance with US GAAP              |   | (402,423) |   | (396,019) |   | (560,300)
|                                                                                                       |   |           |   |           |   |          
|Net cash used in investing activities of continuing operations in accordance with Canadian GAAP        |   | (224,238) |   | (98,491)  |   | (454,151)
|Reclassification of expenditures on mineral interests                                                  |   | 141,177   |   | 112,882   |   | 401,075  
|                                                                                                       |   |           |   |           |   |          
|Net cash from (used in) investing activities continuing operations in accordance with US GAAP          |   | (83,061)  |   | 14,391    |   | (53,076) 
|                                                                                                       |   |           |   |           |   |          
|Net cash flows from financing activities continuing operations in accordance with Canadian and US GAAP |   | 767,150   |   | 405,000   |   | 610,438  
|                                                                                                       |   |           |   |           |   |          
|Net increase in cash in accordance with Canadian and US GAAP                                           |   | 281,666   |   | 23,372    |   | (2,938)  
|Cash and cash equivalents, beginning of year in accordance with Canadian and US GAAP                   |   | 238,644   |   | 215,272   |   | 218,210  
|                                                                                                       |   |           |   |           |   |          
|Cash and cash equivalents, end of year in accordance with Canadian and US GAAP                         | $ | 520,310   | $ | 238,644   | $ | 215,272  



















88



JET GOLD CORP.

(An Exploration Stage Company)

Notes to Financial Statements

Years Ended August 31, 2006 and 2005

(Expressed in Canadian Dollars)





14.

SUBSEQUENT EVENTS



(a)

On October 30, 2006, the Company granted stock options to a director to acquire up to 100,000 common shares. These options are exercisable at $0.17 per share and can be exercised for a period of five years.



(b)

The Company issued 125,000 common shares on the exercise of share purchase warrants for gross proceeds of $15,000.

























































































89















Signature Page



Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant certifies that it meets all of the requirements for filing on Form 20-F and has duly caused this Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized.





Jet Gold Corp.

Registrant





|Dated:   April 17, 2008 | Signed:    /s/  Robert L. Card       
|----------------------- | -------------------------------------
|                        | Robert L. Card
President and Director

















































































90



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