10-Q 1 wac10q033105.htm 10Q 1ST QUARTER U




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 preparing 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 sufficient 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 greatly 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