10-Q

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-QSB

 [x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: March 31, 2005

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________ to _________

Commission file number 0-32051

WESTSPHERE ASSET CORPORATION, INC.
(Exact name of small business issuer
as specified in its charter)

COLORADO
(State or other jurisdiction
of incorporation or organization) 98-0233968
(IRS Employer Identification No.)

2140 Pegasus Way N.E.

Calgary, Alberta Canada T2E 8M5

Telephone (403) 290-0264
(Issuer's telephone number)

NOT APPLICABLE
(Former name, former address and former
fiscal year, if changed since last report)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 90 days.

Yes X   No__

State the number of shares outstanding of each of the issuer's classes of common equity, as of the last practicable date:

1,768,683 shares of Common Stock, no par value, as of  May 13, 2005.

Transitional Small Business Disclosure Format
(check one): Yes                No X

2

WESTSPHERE ASSET CORPORATION, INC.

INDEX TO THE FORM 10-QSB

For the quarterly period ended March 31, 2005

			PAGE
PART I	FINANCIAL INFORMATION
	ITEM 1.	CONSOLIDATED FINANCIAL STATEMENTS
		Consolidated Balance Sheets	3
		Consolidated Statements of Operations	4
		Consolidated Statements of Cash Flows	5
		Notes to Financial Statements	6
	ITEM 2.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	7
	ITEM 3.	CONTROLS AND PROCEDURES	9
Part II	OTHER INFORMATION
	ITEM 1.	LEGAL PROCEEDINGS	10
	ITEM 2.	CHANGES IN SECURITIES	10
	ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	10
	ITEM 4.	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS	10
	ITEM 5.	OTHER INFORMATION	10
	ITEM 6.	EXHIBITS AND REPORTS ON FORM 8-K	10

PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

ASSETS		March 31, 2005 (Unaudited)		December 31, 2004 (Note 1)
Cash	$	207,944	$	184,944
Accounts receivable, net		255,501		174,759
Accounts receivable – related parties		4,587		4,660
Inventory		281,695		134,629
Prepaid expense and deposit		47,208		55,823
Current portion of mortgage receivable		46,339		46,819
Total current assets		843,274		601,634
Property and equipment, net		339,932		349,059
Intellectual property		282,503		285,631
Mortgage receivable		153,279		174,355
Future tax benefits		44,189		44,648
Total assets	$	1,663,177	$	1,455,327
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable	$	703,283	$	430,433
Accounts payable, related parties		101,146		102,195
Total current liabilities		804,429		532,628
Shareholder loans		356,826		374,243
Bank loan		109,050		123,252
Convertible debentures		119,096		120,332
Non-current lease obligation		6,316		7,889
Total liabilities		1,395,717		1,158,344
Minority interest in subsidiaries		(3,028)		2,531
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS’ EQUITY
Common stock - authorized 75,000,000 shares, no par value; 1,768,683 shares issued and outstanding at March 31, 2005 and 1,731,183 at December 31, 2004		1,731,689		1,685,063
Accumulated other comprehensive income		117,173		122,371
Accumulated deficit		(1,578,374)		(1,512,982)
Total stockholders’ equity		270,488		294,452
Total liabilities and stockholders’ equity	$	1,663,177		1,455,327

3

WESTSPHERE ASSET CORPORATION, INC.

Consolidated Statements of Operations

For the Three Months Ended March 31,

(Unaudited)

		2005		2004
Revenue -
Equipment and supplies	$	96,971	$	84,691
Residual and interchange income		791,787		555,096
Other		17,654		20,970
Total revenue		906,412		660,757
Cost of sales -
Equipment and supplies		100,862		77,792
Residual and interchange costs		455,715		293,814
Commissions		1,447		3,376
Other		29,641		3,942
Total cost of sales		587,665		378,924
Gross profit		318,747		281,833
Administrative expenses -
Depreciation and amortization		23,590		22,387
Consulting fees		36,186		24,935
Legal and accounting fees		13,620		6,688
Salaries and benefits		144,465		159,172
Travel, delivery and vehicle expenses		32,619		19,135
Other		122,912		98,623
Total administrative expenses		373,392		330,940
Income (loss) from operations		(54,645)		(49,107)
Other income -
Interest income		2,878		4,342
Interest expense		(11,722)		(18,346)
Loss on asset sales		(1,903)		—
Net income (loss) before income taxes		(65,392)		(63,111)
Provision for income taxes		—		—
Net income (loss)	$	(65,392)	$	(63,111)
Net income per common share	$	(.04)	$	(.04)
Weighted number of shares outstanding		1,749,933		1,482,578
Other comprehensive income:
Net income (loss)	$	(65,392)	$	(63,111)
Foreign currency translation adjustment		(5,198)		(7,853)
Total comprehensive income	$	(70,590)	$	(70,964)

4

WESTSPHERE ASSET CORPORATION, INC.

Consolidated Statements of Cash Flows

For the Three Months Ended March 31,

(Unaudited)

		2005		2004
Cash flows from operating activities:
Net (loss) from operations	$	(65,392)	$	(63,111)
Reconciling adjustments -
Common shares issued for expenses		—		7,313
Depreciation and amortization		22,588		29,505
Other non-cash transactions		(3,869)		1,513
Changes in operating assets and liabilities
Accounts receivable		(81,951)		10,400
Inventory		(147,441)		36,328
Prepaid expenses and other		7,987		246
Accounts payable and accrued liabilities		275,388		10,999
Net cash provided by (used for) operations		7,310		33,193
Cash flows from investing activities:
Purchase of equipment		(23,156)		(18,255)
Disposal of equipment		6,267		—
Collection on loans receivable		19,155		17,202
Net cash provided by (used for) investing activities		2,266		(1,053)
Cash flows from financing activities:
Issuance of debt		—		7,587
Repayment of debt		(27,813)		(18,084)
Exercise of options		42,835		—
Net cash provided by financing activities		15,022		(10,497)
Foreign currency translation adjustment		(1,598)		(1,840)
Net change in cash and cash equivalents		23,000		19,803
Cash and cash equivalents at beginning of period		184,944		91,398
Cash and cash equivalents at end of period	$	207,944	$	111,201
Supplemental schedule of cash flow information
Interest paid in cash	$	982	$	—
Income taxes paid in cash	$	—	$	—

5

WESTSPHERE ASSET CORPORATION, INC.

Consolidated Statements of Cash Flows

For the Three Months Ended March 31,

(Unaudited)

WESTSPHERE ASSET CORPORATION, INC.

Notes to Financial Statements

March 31, 2005 and 2004

(Unaudited)

Note 1 – Financial Statements

The accompanying consolidated financial statements included herein have been prepared by Westsphere Asset Corporation, Inc. (the “Company”) without audit, pursuant to the rules and regulations of the Securities and Exchange Commission for reporting on Form 10-QSB. Certain information and footnote disclosure normally included in the financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted as allowed by such rules and regulations, and Westsphere Asset Corporation, Inc. believes that the disclosures are adequate to make the information presented not misleading. It is suggested that these financial statements be read in conjunction with the December 31, 2004 audited financial statements and the accompanying notes thereto contained in the Annual Report on Form 10-KSB filed with the Securities and Exchange Commission. While management believes the procedures followed in prepari ng these financial statements are reasonable, the accuracy of the amounts are in some respects dependent upon the facts that will exist, and procedures that will be accomplished by Westsphere Asset Corporation, Inc. later in the year. The results of operations for the interim periods are not necessarily indicative of the results of operations for the full year. In management’s opinion all adjustments necessary for a fair presentation of the Company’s financial statements are reflected in the interim periods included.

Note 2 – Common Stock

During the three months ended March 31, 2005, the received $45,000 for the exercise of options to purchase 37,500 shares of common stock.

ITEM 2.

MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION. 

Current Corporate Structure – March 31, 2005

WESTSPHERE ASSET CORPORATION, INC.

Subsidiaries                

Subsidiaries                                  Investments

VenCash Capital Corporation	Westsphere Development Corporation	Camrose Convention Inn Inc
.
100%	100%	10%
“Active”	“Inactive”	“Inactive”

Westsphere Financial Group	Westsphere Entertainment Corporation Ltd.
100%	100%
“Active”	“Inactive”

Westsphere Systems Inc.	Trac POS Processing Inc.
100%	56%
“Active”	“Inactive”

E Debit International Inc.	Cash Direct Financial Services Ltd.
100%	100%
“Inactive”	“Active”

Westsphere POS Services Ltd	Cash Direct Financial Services Ltd.
100%	51%
“Active”	“Active”

Kan-Can Resorts Ltd.	1105725 Alberta Ltd.
	o/a Personal Financial Solutions
99%	51% owned by Cash Direct Financial Services Ltd .
“Active”	“Active”

Westsphere Capital Group Ltd.	Active = with business activity
100%	Inactive = no business activity
“Active”

6

WESTSPHERE ASSET CORPORATION, INC.

Consolidated Statements of Cash Flows

For the Three Months Ended March 31,

(Unaudited)

Plan of Operations

During the three (3) month period of operations ended March 31, 2005, Westsphere and its subsidiaries generated a net loss from operations of $65,392, while a net loss from operations of $63,111 was realized for the same period from the previous year. The total revenue earned during the first quarter of year 2005 increased by $245,655 to $906,412 from total revenue earned during the same period from the previous year of $660,757. This increase in revenue was primarily due to increase in residual and interchange income.  The increase in residual and interchange income was due to increase in placement of ATMs.

Westsphere's gross margin during the first quarter of year 2005 decreased to 35% from gross margin during the same period from the previous year of 43%.  Most of such decrease was caused by a decrease in gross margin of residual and interchange income from the previous year 2004 of 47% to 42% during the first quarter of year 2005, which was primarily due to a reduction in profit for the new placement program.  Other cost of sales also increased from the period of year 2004 of $3,942 to $29,641 during the first quarter of year 2005, which was due to increase in costs for the new placement program such as freight, telephone line for ATM, and installation.  Westsphere's total administrative expenses for the first quarter of year 2005 increased by $42,452 to $373,392 from the previous year of $330,940.  Most of such increase was caused by an increase in other expenses from the previous year 2004 of $98,623 to $ 122,912 during the first quarter of year 2005, which was primarily due to increase in office lease expense and insurance for ATM.   Travel, delivery and vehicle expenses also increased from the period of year 2004 of $19,135 to $32,619 during the first quarter of year 2005, which was due to increase in travel costs for the new placement program and other marketing program.  These increases were partially offset by a decrease in salaries and benefits from the previous year 2004 from $159,172 to $144,465 during the first quarter of year 2005, which was due to restructure and reorganization of the company last year.

Westsphere and its subsidiaries currently generate sufficient cash flow to cover all of its consolidated operating expenses. The restructuring and reorganizing of Vencash’s infrastructure is completed at the end of first quarter of year 2005.

In order to grow Westsphere's businesses of ATM machines, financing/leasing and POS machines, Westsphere is dependent upon private placements, loans and/or joint venture arrangements. Westsphere's profit is expected to be generated by the surcharges collected from ATM machines, the sale of ATM machines, sale of POS machines and the collection of finance/lease charges.

To this date 985 sites are being processed by Data West and Calypso.

Changes in Financial Position

During the three (3) month period ended March 31, 2005, Westsphere's total assets increased to $1,663,177 from $1,455,327 as at December 31, 2004.  This increase is primarily due to an increase in accounts receivable and inventory. The increase in accounts receivable is caused by a promissory note of $22,180 which is given to a contractor for supplying vault cash, taxes receivable of $23,613, and an increase in general receivables of $34,949.   The increase in inventory is caused by the purchase of inventory for resale/lease and upgrade kits for ATMs which are required by Calypso in order to comply with Visa requirements.  

As of March 31, 2005, Westsphere’s current liabilities totaled $804,429 and consisted of accounts payable of $263,570 to suppliers for the purchase of ATM machines and POS machines, $153,386 due for return of surcharge and interchange fees, $15,096 due for unearned revenue and $372,377 due for office expense, equipment leases, and various other general fees and charges, and accounts payable to related parties for $63,400 due for officers and directors bonuses payable from year 2002, $28,541 due for consulting fee from an officer, and $9,205 due for related companies.  Long-term liabilities as at March 31, 2005 consist of $119,096 in convertible debentures, $356,826 in shareholders loan, a bank loan in the amount of $109,050 and non-current lease obligations of $6,316.

Shareholders' equity as of March 31, 2005 was $270,488, inclusive of an accumulated loss from operations of $1,578,374, as compared to shareholders equity of $294,452 as of December 31, 2004. The decrease in shareholders equity was due primarily to an increase in accumulated deficit of $65,392.  The decrease is partially offset against the issuance of 37,500 new common stocks valued at $45,000 from the three directors whom exercise their stock options.  Total issued and outstanding share capital as of the period ended March 31, 2005 was 1,768,683 common shares as compared to a total of 1,731,183 common shares as of December 31, 2004.

Liquidity and Capital Resources

Summary of Working Capital and Stockholders' Equity

As of March 31, 2005, the Company had working capital of $38,845 and Stockholders' Equity of $270,488 compared with working capital of $69,006 and Stockholders' Equity of 294,452 as of December 31, 2004. The Company’s working capital has decreased principally as a result of an increase in accounts payable from $430,433 to $703,283, and partially offset against an increase in accounts receivable by $80,742 and inventory by $147,066.  Stockholders' Equity decreased as a result of the increased in accumulated deficit of $65,392 and partially offset against the issuance of 37,500 new common stocks valued at $45,000 from the three directors whom exercise their stock options.  Additionally, the Company anticipates a significant cost savings as a result of the restructure and reorganize of its group of companies’ infrastructure in the remainder of this year to obtain additional capital investment in amounts suffic ient to fund operating losses and cash used as described in our financial statements.

Financing activities during the three months period resulted in the use of net cash of 15,022, which was caused by the repayment of $27,813 in debt and the issuance of new common stocks in the amount of $42,835. The Company’s consolidated operations provided $7,310 in net cash, compared to the use of net cash in the amount of positive $33,193 during the same period from the previous year. This decrease in cash flow from operations was the result of an increase in accounts receivable of $81,951 (compared to a decrease of $10,400 in 2004), a decrease in depreciation and amortization to $22,588 (compared to $29,505 in 2004), and an increase in inventory to $147,441 (compared to a decrease of $36,328 in 2004), which partially offset against an increase in accounts payable to $275,388.  

Liquidity

The Company anticipates it has sufficient funds over the next twelve months to meet its operation needs. The Company as of May 15, 2005 has $117,211 in cash and will not have to raise additional funds to meet its operational needs for the next twelve months.  However, the Company intends to raises $1 million to fund its plans for growth of its subsidiaries. Such amount would allow Vencash Capital to purchase and place an additional 330 automated teller machines. The Company has not yet made any determination whether it will attempt to obtain equity or debt financing or any other terms, which will be dependent on a variety of factors.   As of the filing of this report, the Company has sufficient funds to meet its existing revenue shortfall for the funding of its consolidated operations. The Company anticipates revenues generated from its sales of equipments and supplies and residual and interchange income will gr eatly reduce the requirement for additional funding; however, we cannot be certain the Company will be successful in achieving revenues from those operations.

Off-Balance Sheet Arrangements

The Company does not have any off-balance sheet arrangements.

ITEM 3. CONTROLS AND PROCEDURES

The Company's Chief Executive Officer, Mr. Doug Mac Donald, and its Chief Financial Officer, Mr. Kim Law, have implemented the Company's disclosure controls and procedures to ensure that material information relating to the Company is made known to Mr. Mac Donald and Mr. Law. These executive officers have evaluated the effectiveness of the Company's disclosure controls and procedures as of March 31, 2005 (the “Evaluation Date”).

Based on such evaluation, Messrs. Mac Donald and Law have concluded that, as of the Evaluation Date, the Company's disclosure controls and procedures are effective in alerting them on a timely basis to material information relating to the Company that is required to be included in our reports filed or submitted under the Securities Exchange Act of 1934.  Moreover, there were no significant changes in internal controls or in other factors that have materially affected or are reasonably likely to materially affect the Company’s internal controls over financial reporting.

PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

There are no changes since the filing of the 10K on December 31, 2004.

ITEM 2.  CHANGES IN SECURITIES

On February 23, 2005, the Company issued additional 37,500 common stocks valued at $45,000 to three directors whom exercise their stock options.  Of these shares, 15,000 shares were issued to Dr. L.R. (Roy) Queen, a director and shareholder of Westsphere, 15,000 shares were issued to Bernd Reuscher, a director and shareholder of Westsphere, and 7,500 shares were issued to Jack Thomson, a director and shareholder of Westpshere.

Each of the foregoing issuances of securities was exempt from registration due to the exemption found in Regulation S promulgated by the Securities and Exchange Commission under the Securities Act of 1933. These sales were offshore transactions since all of the offerees were not in the United States and the purchasers were outside the United States at the time of the purchase. Moreover, there were no directed selling efforts of any kind made in the Untied States neither by us nor by any affiliate or any person acting on our behalf in connection with any of these offerings. All offering materials and documents used in connection with the offers and sales of the securities included statements to the effect that the securities have not been registered under the Securities Act of 1933 and may not be offered or sold in the United States or to U.S. persons unless the securities are registered under the Act or an exemption therefrom is available and that no hedging transactions involving those securities may not be conducted unless in compliance with the Act. Each purchaser under Regulation S certified that it is not a U.S. person and is not acquiring the securities for the account or benefit of any U.S. person and agreed to resell such securities only in accordance with the provisions of Regulation S, pursuant to registration under the Act or pursuant to an available exemption from registration. The shares sold are restricted securities and the certificates representing these shares have been affixed with a standard restrictive legend, which states that the securities cannot be sold without registration under the Securities Act of 1933 or an exemption therefrom and we are required to refuse to register any transfer that does not comply with such requirements.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

ITEM 5.  OTHER INFORMATION

None.

ITEM 6.  EXHIBITS

See Exhibit Index below.

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

WESTSPHERE ASSET CORPORATION, INC.

By:   /s/ Douglas MacDonald

Name:  Douglas MacDonald

Title:   

President

Date:  

May 16,2005

By:   /s/ Kim Law

Name:  Kim Law

Title:  

Principal Financial Officer and Accounting Officer

Date:  

May 16,2005

7

WESTSPHERE ASSET CORPORATION, INC.

Consolidated Statements of Cash Flows

For the Three Months Ended March 31,

(Unaudited)

Exhibit Number	Description	Reference
3.1(i)	Articles of Incorporation filed and all amendments thereto filed with the Secretary of the State of Colorado July 21, 1998	Incorporated by reference to the Exhibits filed with the Registrant’s Annual Report on Form 10-KSB for the period ended December 31, 2000
3(i)(a)	By-Laws of Westsphere Asset Corporation, Inc.	Incorporated by reference to the Exhibits filed with the Registrant’s Annual Report on Form 10-KSB for the period ended December 31, 2000
3(i)(b)	By-Laws of Vencash Capital Corporation	Incorporated by reference to the Exhibits filed with the Registrant’s Annual Report on Form 10-KSB for the period ended December 31, 2000
4	Specimen Stock Certificate	Incorporated by reference to the Exhibits filed with the Registrant’s Annual Report on Form 10-KSB for the period ended December 31, 2000
10.1	Agreement dated December, 1998 by and between Westsphere Asset Corporation, Inc. and 3 Ocean Investment Corporation	Incorporated by reference to the Exhibits filed with the Registrant’s Annual Report on Form 10-KSB for the period ended December 31, 2000
10.2	Share Exchange Agreement dated December 7, 1998 by and between Westsphere Asset Corporation, Inc. MacDonald Venture Corporation, Mr. Joseph Bowser and Mr. Robert L. Robins	Incorporated by reference to the Exhibits filed with the Registrant’s Annual Report on Form 10-KSB for the period ended December 31, 2000
10.3	Sample Conversion Agreement by and among Westsphere Asset Corporation, Inc. and various shareholders of Vencash Capital Corporation	Incorporated by reference to the Exhibits filed with the Registrant’s Annual Report on Form 10-KSB for the period ended December 31, 2000
10.4	ABS Processing Agreement dated October 28, 19988 by and between Vencash Capital Corporation and TNS Smart Network Inc.	Incorporated by reference to the Exhibits filed with the Registrant’s Annual Report on Form 10-KSB for the period ended December 31, 2000
10.5	Agreement dated June 24, 1999 by and between Vencash Capital Corporation and TCS (Canada) Limited	Incorporated by reference to the Exhibits filed with the Registrant’s Annual Report on Form 10-KSB for the period ended December 31, 2000
10.6	Sample Convertible Debenture issued by Westsphere Asset Corporation, Inc. in connection with the offering of $105,600 convertible debentures	Incorporated by reference to the Exhibits filed with the Registrant’s Annual Report on Form 10-KSB for the period ended December 31, 2000
10.7	Sample Loan Agreement and Promissory Note between Westsphere Asset Corporation, Inc. and various investors	Incorporated by reference to the Exhibits filed with the Registrant’s Annual Report on Form 10-KSB for the period ended December 31, 2000
10.8	Loan Agreement between Westsphere Asset Corporation, Inc. and the Canadian Western Bank	Incorporated by reference to the Exhibits filed with the Registrant’s quarterly Report on Form 10-QSB for the period ended June 30, 2003

8

WESTSPHERE ASSET CORPORATION, INC.

Consolidated Statements of Cash Flows

For the Three Months Ended March 31,

(Unaudited)

10.9	Agreement dated April 1, 2003 between Douglas MacDonald and Westsphere Asset Corporation	Incorporated by reference to the Exhibits filed with the Registrant’s quarterly report on Form 10-QSB for the period ended September 30, 2003.
10.10	Agreement dated April 1, 2003 between Vencash Capital Corporation, Douglas MacDonald and MacDonald & Associates Gaming Specialists Inc.	Incorporated by reference to the Exhibits filed with the Registrant’s quarterly report on Form 10-QSB for the period ended September 30, 2003.
10.11	Agreement dated April 1, 2003 between Westsphere Financial Group Ltd., Douglas MacDonald and MacDonald & Associates Gaming Specialists Inc.	Incorporated by reference to the Exhibits filed with the Registrant’s quarterly report on Form 10-QSB for the period ended September 30, 2003.
31.1	Rule 12aq-14(a)/15D-14(a) Certification of the Chief Executive Officer	Filed herewith
31.2	Rule 12aq-14(a)/15D-14(a) Certification of the Chief Financial Officer	Filed herewith
32.1	Certification Chief Executive Officer pursuant to 18USC Section 1350, as adapted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	Filed herewith
32.2	Certification Chief Financial Officer pursuant to 18USC Section 1350, as adapted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	Filed herewith
3.1(i)(c)	Amendment to the Articles of Incorporation filed with the Secretary of the State of Colorado March 29, 2005	Incorporated by reference to the Exhibits filed with the Registrant’s Annual Report on Form 10-KSB for the period ended December 31, 2004
31.1	Rule 12aq-14(a)/15D-14(a) Certification of the Chief Executive Officer	Filed herewith
31.2	Rule 12aq-14(a)/15D-14(a) Certification of the Chief Financial Officer	Filed herewith
32.1	Certification Chief Executive Officer pursuant to 18USC Section 1350, as adapted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	Filed herewith
32.2	Certification Chief Financial Officer pursuant to 18USC Section 1350, as adapted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	Filed herewith

Endnotes

9

EX-1

THIS DOCUMENT MUST BE RECEIVED IN

Colorado Secretary of State

THE SECRETARY OF STATE’S OFFICE ON             Date and Time: 03/29/2005 2:32 PM

OR BEFORE MARCH 31, 2005.                                        Entity Id: 19981132869

 Document number: 20051132752

Document Processing Fee

If document is on paper: $25.00

If document is filed electronically: $ .99

Fees are subject to change.

For electronic filing and to obtain

copies of filed documents visit

www.sos.state.co.us

Deliver paper documents to:

Colorado Secretary of State

Business Division

1560 Broadway, Suite 200

Denver, CO 80202-5169

Paper documents must be typed or machine printed. ABOVE SPACE FOR OFFICE USE ONLY

Articles of Amendment

filed pursuant to §7-90-301, et seq. and §7-110-106 of the Colorado Revised Statutes (C.R.S.)

ID number: _19981132869_____________

1. Entity name:

WESTSPHERE ASSET CORPORATION,INC

(If changing the name of the corporation, indicate name

BEFORE the name change)

2. New Entity name:

(if applicable)

______________________________________________________

3. Use of Restricted Words (if any of these

. “bank” or “trust” or any derivative thereof

. “credit union” . “savings and loan”

. “insurance”, “casualty”, “mutual”, or “surety”

terms are contained in an entity name, true

name of an entity, trade name or trademark

stated in this document, make the applicable

selection):

4. Other amendments, if any, are attached.

5. If the amendment provides for an exchange, reclassification or cancellation of issued shares, the attachment

states the provisions for implementing the amendment.

6. If the corporation’s period of duration

as amended is less than perpetual, state

the date on which the period of duration

expires: _____________________

(mm/dd/yyyy)

OR

If the corporation’s period of duration as amended is perpetual, mark this box: x

7. (Optional) Delayed effective date: ______________________

(mm/dd/yyyy)

Notice:

Causing this document to be delivered to the secretary of state for filing shall constitute the affirmation or acknowledgment of each individual causing such delivery, under penalties of perjury, that the document is the

individual's act and deed, or that the individual in good faith believes the document is the act and deed of the person on whose behalf the individual is causing the document to be delivered for filing, taken in conformity with the requirements of part 3 of article 90 of title 7, C.R.S., the constituent documents, and the organic statutes, and that the individual in good faith believes the facts stated in the document are true and the document complies with the requirements of that Part, the constituent documents, and the organic statutes.

This perjury notice applies to each individual who causes this document to be delivered to the secretary of state, whether or not such individual is named in the document as one who has caused it to be delivered.

8. Name(s) and address(es) of the

individual(s) causing the document

to be delivered for filing: Goeseels_ Sonia ______________ _____

                                                        (Last)

        (First)                               (Middle)                       (Suffix)

2140 Pegasus Way N.E

(Street name and number or Post Office information)

                            Calgary, AB,    T2E 8M5

(City)           State             (Postal/Zip Code)

Alberta                       Canada

 (Province – if applicable) (Country – if not US)

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Attachment 1

Reverse Split 20 to 1

Attachment 2

Preferred Share conversion

EX-2

UNANIMOUS WRITTEN CONSENT

OF THE BOARD OF DIRECTORS OF

WESTSPHERE ASSET CORPORATION

The undersigned, constituting the entire Board of Directors (the “Board”) of WESTSPHERE ASSET CORPORATION INC., a Colorado corporation (the “Corporation”), take the following actions as of this 21st day of January, 2005, at a duly called and attended meeting of the Board of Directors.

WHEREAS, the Board of Directors of Westsphere Asset Corporation Ltd. have proposed and agreed unanimously upon a reverse split of the Corporations common stock.  

NOW THEREFORE BE IT RESOLVED THAT:

1.

The shareholders at a shareholder meeting January 22, 2005 voted unanimously in favor of a reverse split of the Corporations outstanding shares of common stock on the basis of one (1) share for each 20 (twenty) shares held by each holder, with all fractional shares rounded up to the next whole number.

2.

The Board of Directors of the Corporation has instructed the Corporation’s Officers and Management to commence the administrative process to affect the reverse split, with the effective date of the reverse split on the OTC/Bulletin Board to be determined by the Corporation’s Chief Executive Officer.

3.

In the event that any shares of preferred stock, or any options, are outstanding as of the record date of the reverse split, then the shares of common stock issued upon conversion of such preferred stock and the shares of common stock issuable upon exercise of such options, shall be reduced by the same factor of 20:1, with any and all fractions being rounded up to the next whole share number.  However, the conversion price and the exercise price of each such preferred share and/or option shall increase by a factor of 20.

4.

The officers and Directors of the Corporation be, and hereby are, authorized and directed to take all action necessary to carry out the purposes of the foregoing resolution.

5.

This resolution may be signed in as many counterparts as may be necessary, each of which so signed shall be deemed to be an original (and each signed copy sent by electronic facsimile transmission shall be deemed to be an original) and such counterparts together shall constitute one and the same instrument and notwithstanding the date of the execution shall be deemed to bear the date as set forth above.

The undersigned, being all of the Directors of the Corporation, hereby consent to and adopt the foregoing.

/s/ Douglas Mac Donald

/s/ Robert L. Robins

Douglas Mac Donald

Robert L. Robins

/s/ Bernd Reuscher

/s/ L. Roy Queen

Bernd Reuscher

L. Roy Queen

/s/ Kim Law                        __

/s/ (John) Jack Thomson

Kim Law                                                                      Jack Thomson

D:\Documents and Settings\Sonia\My Documents\directors Resolution for reverse split  0504.doc

EX-3

UNANIMOUS WRITTEN CONSENT

OF THE BOARD OF DIRECTORS OF

WESTSPHERE ASSET CORPORATION

CONVERSION OF WESTSPHERE ASSET CORPORATION, INC. CAPITAL STOCK

 TO WESTSPHERE ASSET CORPORATION PREFERRED STOCK

The undersigned, constituting the entire Board of Directors (the “Board”) of WESTSPHERE ASSET CORPORATION INC., a Colorado corporation (the “Corporation”), take the following actions as of this 21^st  day of March  2005, as if at a duly called and attended meeting of the Board of Directors.

WHEREAS, at the shareholder Meeting held on January 22, 2005 at 2140 Pegasus Way N.E. Calgary, Alberta the shareholders confirmed and approved the creation of a class of preferred stock, subject the terms as set forth below:

(a) Any dividends declared by the Board of Directors, in the form of stock, cash or otherwise, shall be distributed to the Corporation’s shareholders as follows: (a) seventy-five percent (75%) of such dividend shall be distributed to the holders of the Preferred Shares on a pro rata basis; and the remaining twenty-five (25%) shall be distributed to the holders of the Preferred Shares and the Common Shares, on a pro rata basis, with one share of Preferred Stock and one share of Common Stock being treated equally.

(b) In the case of a sale of any of the Corporation's business operations or in the event of a wind up or a liquidation of the Corporation's assets, the remaining cash to be distributed to the shareholders shall be distributed on the same basis as described in paragraph (a) above.

(c) The Board of Directors will determine the amount of proceeds to be distributed from the sale of any of the Company's assets and will determine whether any dividend will be issued by the Corporation.  The Board of Directors will determine the date that such dividend will be paid.

(d) During the period commencing on January 22, 2005 and concluding forty-five (45) days later, each holder of shares of common stock shall have the right to surrender their shares of common stock in exchange for shares of preferred stock on a basis of 1:1. Each shareholder shall exercise this right by delivering to the Corporation or the Corporation’s transfer agent the certificates representing such shareholder’s shares of common stock, duly endorsed with appropriate signature guarantees affixed thereto, on or before the date determined above in this subsection (d).

(e) Upon conversion of a common share to a preferred share, the preferred shareholder will have the right to convert such preferred share to a share of common stock (1:1) upon delivery of 21 days written notice to the Corporation, at a price of $0.05 per share payable to the Corporation.

(f) Upon conversion of a common share to a preferred share, voting of such preferred shares vest with the Board of Directors as set out in the shareholder’s resolution approved at the Annual Meeting of Shareholders held on December 7, 2002;

(g) Upon receipt of notice of the request to convert from preferred share to common stock, share certificates will be issued with the following share trading restrictions;  1/3 of the total shares to be converted will be restricted from trading for a period of 6 months from the date of conversion; 1/3 of the total shares to be converted will be restricted from trading for a period of 1 year from the date of conversion; and 1/3 of the total shares to be converted will be restricted from trading for a period of 18 months from the date of conversion.

(h) Any consolidation or split of one class of the Corporation’s stock will have the same effect on the other class of shares. In the case of a consolidation of the Corporation’s common stock, outstanding shares of the Preferred Stock will also be consolidated and the price for conversion of the preferred stock into the common stock shall be increased by the same multiple of the consolidation of the common stock.

NOW THEREFORE BE IT RESOLVED THAT:

1.

As authorized by the Corporation’s shareholders at a meeting of the shareholders on

January 22, 2005 at 2140 Pegasus Way N.E. Calgary, Alberta a class of Westsphere non-voting preferred shares at a value of $0.20 cents per share (USD), is to be created and offered to all shareholders of the Corporation in exchange for shares of common stock at a ration of 1 for 1 with the following conditions:

(a) Any dividends declared by the Board of Directors, in the form of stock, cash or otherwise, shall be distributed to the Corporation’s shareholders as follows: (a) seventy-five percent (75%) of such dividend shall be distributed to the holders of the Preferred Shares on a pro rata basis; and the remaining twenty-five (25%) shall be distributed to the holders of the Preferred Shares and the Common Shares, on a pro rata basis, with one share of Preferred Stock and one share of Common Stock being treated equally.

(b) In the case of a sale of any of the Corporation's business operations or in the event of a wind up or a liquidation of the Corporation's assets, the remaining cash to be distributed to the shareholders shall be distributed on the same basis as described in paragraph (a) above.

(c) The Board of Directors will determine the amount of proceeds to be distributed from the sale of any of the Company's assets and will determine whether any dividend will be issued by the Corporation.  The Board of Directors will determine the date that such dividend will be paid.

            (d) During the period commencing on April 1, 2005 and concluding forty-five (45) days later, each holder of shares of common stock shall have the right to surrender their shares of common stock in exchange for shares of preferred stock on a basis of 1:1. Each shareholder shall exercise this right by delivering to the Corporation or the Corporation’s transfer agent the certificates representing such shareholder’s shares of common stock, duly endorsed with appropriate signature guarantees affixed thereto, on or before the date determined above in this subsection (d).

(e) Upon conversion of a common share to a preferred share, the preferred shareholder will have the right to convert such preferred share to a share of common stock (1:1) upon delivery of 21 days written notice to the Corporation, at a price of $0.05 per share payable to the Corporation.

(f) Upon conversion of a common share to a preferred share, voting of such preferred shares vest with the Board of Directors and voted a in manner that they deem is in the best interest of the Company as set out in the shareholder’s resolution approved at the Annual Meeting of Shareholders held on December 7, 2002;

(g) Upon receipt of notice of the request to convert from preferred share to common stock, share certificates will be issued with the following share trading restrictions;  1/3 of the total shares to be converted will be restricted from trading for a period of 6 months from the date of conversion; 1/3 of the total shares to be converted will be restricted from trading for a period of 1 year from the date of conversion; and 1/3 of the total shares to be converted will be restricted from trading for a period of 18 months from the date of conversion.

(h) Any consolidation or split of one class of the Corporation’s stock will have the same effect on the other class of shares or any other rights to acquire (through exercise of warrants or options, or convertible debentures or otherwise).  In the case of a consolidation of the Corporation’s common stock, outstanding shares of the Preferred Stock and any other rights to acquire (through exercise of warrants or options, or convertible debentures or otherwise) will also be consolidated and the price for conversion of the preferred stock into the common stock shall be increased by the same multiple of the consolidation of the common stock.

(i).

The preferred shares will be offered to all shareholders of the Corporation in exchange for shares of common stock at a ratio of 1 for 1, but the opportunity for conversion from voting common stock to preferred shares shall be set by the Board of Directors by written notice to all of the shareholders and will set the record date and any deadlines to exercise conversion.

12.

The Officers of the Corporation be, and hereby are, authorized and directed to take all action necessary to carry out the purposes of the foregoing resolutions.

13.

These resolutions may be signed in as many counterparts as may be necessary, each of which so signed shall be deemed to be an original (and each signed copy sent by electronic facsimile transmission shall be deemed to be an original) and such counterparts together shall constitute one and the same instrument and notwithstanding the date of the execution shall be deemed to bear the date as set forth above.

The undersigned, being all of the Directors of the Corporation, hereby consent to and adopt the foregoing.

/s/ Douglas Mac Donald

/s/ Robert L. Robins

Douglas Mac Donald

Robert L. Robins

/s/ Bernd Reuscher

/s/ L. Roy Queen

Bernd Reuscher

L. Roy Queen

/s/ Kim Law                        __

/s/ (John) Jack Thomson

Kim Law                                                                      Jack Thomson

EX-4

EX-31 2 exhibit31macdonald10qsbmarch2005.htm EXHIBIT 31.1 CERTIFICATION

RULE 13A-14(A)/15D-14(A) CERTIFICATION

I, Douglas Mac Donald, certify that:

(1) I have reviewed this quarterly report of Westsphere Asset Corporation (the “Registrant”).

(2) Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report.

(3) Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report.

(4) The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in the Securities Exchange Act of 1934 (the “Exchange Act”), Rules 13a-15(e) and 15d-15(e)) internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the Registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the Registrant's internal control over financial reporting that occurred during the Registrant's most recent fiscal quarter (the Registrant's fourth fiscal quarter in the case of an quarterly report) that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting; and

(5) The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant's auditors and the audit committee of the Registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal control over financial reporting.

Date:  November 19, 2004

By:  /s/ Douglas MacDonald
Name:  Douglas MacDonald
Title:  Chief Executive Officer (Principal Executive Officer)

EX-5

EX-32 4 exhibit32macdonald10qsbmarch2005.htm EXHIBIT 32.1 CERTIFICATION

EXHIBIT 32

CERTIFICATION PURSUANT TO

18 U.S.C. Section 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Westsphere Asset Corporation, Inc.  (the “Company”) on Form 10-QSB for the period ended March 31, 2005 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Douglas MacDonald, CEO, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)

The information contained in this Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:  May 16, 2005

By: /s/ Douglas Mac Donald

Name: Douglas MacDonald

Title:   CEO

EX-7

EX-31 3 exhibit31law10qsbmarch2005fil.htm EXHIBIT 31.2 CERTIFICATION

RULE 13A-14(A)/15D-14(A) CERTIFICATION

I, Kim Law, certify that:

(1) I have reviewed this quarterly report of Westsphere Asset Corporation (the “Registrant”).

(2) Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report.

(3) Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report.

(4) The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in the Securities Exchange Act of 1934 (the “Exchange Act”), Rules 13a-15(e) and 15d-15(e)) internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the Registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the Registrant's internal control over financial reporting that occurred during the Registrant's most recent fiscal quarter (the Registrant's fourth fiscal quarter in the case of an quarterly report) that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting; and

(5) The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant's auditors and the audit committee of the Registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal control over financial reporting.

Date:  November 19, 2004

By: /s/ Kim Law
Name:  Kim Law
Title:  Chief Financial Officer (Principal Accounting Officer)

EX-8

EX-32 5 exhibit32law10qsbmarch2005fil.htm EXHIBIT 32.2 CERTIFICATION

EXHIBIT 32

CERTIFICATION PURSUANT TO

18 U.S.C. Section 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Westsphere Asset Corporation, Inc.  (the “Company”) on Form 10-QSB for the period ended March 31, 2005 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Kim Law, Vice President of Finance and CFO, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)

The information contained in this Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:  May 16, 2005

By:_/s/Kim Law

Name: Kim Law

Title:   Vice President of Finance and CFO