10QSB

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, 2006

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

SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________ to _________

Commissions 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:

551,702 shares of Common Stock, no par value, as of May 19, 2006.

1,285,958 shares of Preferred Stock, no par value, as of May 19, 2006.

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

1

WESTSPHERE ASSET CORPORATION, INC.

INDEX TO THE FORM 10-QSB

For the quarterly period ended March 31, 2006

			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	8
	ITEM 3.	CONTROLS AND PROCEDURES	10
Part II	OTHER INFORMATION
	ITEM 1.	LEGAL PROCEEDINGS	10
	ITEM 2.	CHANGES IN SECURITIES	10
	ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	11
	ITEM 4.	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS	11
	ITEM 5.	OTHER INFORMATION	11
	ITEM 6.	EXHIBITS AND REPORTS ON FORM 8-K	11

PART I - FINANCIAL INFORMATION

ITEM 1.  CONSOLIDATED FINANCIAL STATEMENTS

WESTSPHERE ASSET CORPORATION, INC.

Consolidated Balance Sheet

ASSETS		March 31, 2006 (Unaudited)		December 31, 2005 (Note 1)
CURRENT ASSETS
Cash	$	618,907	$	484,799
Accounts receivable net of allowance for doubtful  accounts of $76,783 and $6,806		287,389		289,320
Accounts receivable – related parties		29,164		23,270
Inventory		235,258		314,718
Prepaid expense and deposit		43,360		50,973
Current portion of mortgage receivable		48,311		48,628
Total current assets		1,262,389		1,211,708
Property and equipment, net of depreciation		266,874		300,450
Intangible assets		293,563		295,639
Mortgage receivable		77,205		98,828
Future tax benefits		11,508		11,581
Total assets	$	1,911,539	$	1,918,206
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable and accrued expenses	$	951,743	$	935,664
Accounts payable, related parties		110,169		132,773
Total current liabilities		1,061,912		1,068,437
Shareholder loans		254,764		256,636
Bank loan		57,959		72,615
Convertible debentures		124,165		124,979
Non-current lease obligation		2,768		4,351
Total liabilities		1,501,568		1,527,018
Minority interest in subsidiaries		—		—
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS’ EQUITY
Preferred stock – authorized 75,000,000 shares, no par value, 1,285,958 shares issued and outstanding at March 31, 2006 and 1,215,721 at December 31, 2005		1,182,897		1,182,897
Common stock - authorized 75,000,000 shares, no par value; 551,702 shares issued and outstanding at March 31, 2006 and 621,939 at December 31, 2005		572,618		570,992
Accumulated other comprehensive income		125,704		126,836
Accumulated deficit		(1,471,248)		(1,489,537)
Total stockholders’ equity		409,971		391,188
Total liabilities and stockholders’ equity	$	1,911,539		1,918,206

WESTSPHERE ASSET CORPORATION, INC.

Consolidated Statements of Operations

For the Three Months Ended March 31,

(Unaudited)

		2006		2005
Revenue -
Equipment and supplies	$	232,709	$	96,971
Residual and interchange income		1,030,910		791,787
Other		13,961		17,654
Total revenue		1,277,580		906,412
Cost of sales -
Equipment and supplies		210,241		100,862
Residual and interchange costs		632,217		455,715
Commissions		15,296		1,447
Other		28,881		29,641
Total cost of sales		886,635		587,665
Gross profit		390,945		318,747
Administrative expenses -
Depreciation and amortization		37,178		23,590
Consulting fees		42,070		36,186
Legal and accounting fees		6,222		13,620
Salaries and benefits		180,971		144,465
Travel, delivery and vehicle expenses		23,973		32,619
Other		89,473		122,912
Total administrative expenses		379,887		373,392
Income (loss) from operations		11,058		(54,645)
Other income -
Interest income		18,700		2,878
Interest expense		(11,466)		(11,722)
Loss on asset sales				(1,903)
Net income (loss) before income taxes		18,292		(65,392)
Provision for income taxes		—		—
Net income (loss)	$	18,292	$	(65,392)
Net income per common share	$	.03	$	(.04)
Weighted number of shares outstanding		551,702		1,749,933
Other comprehensive income:
Net income (loss)	$	18,292	$	(65,392)
Foreign currency translation adjustment		(1,132)		(5,198)
Total comprehensive income	$	17,160	$	(70,590)

2

WESTSPHERE ASSET CORPORATION, INC.

Consolidated Statement of Cash Flows

For the Three Months Ended March 31,

(Unaudited)

		2006		2005
Cash flows from operating activities:
Net (loss) from operations	$	18,292	$	(65,392)
Reconciling adjustments -
Common shares issued for expenses				—
Depreciation and amortization		38,699		22,588
Other non-cash transactions		1,493		(3,869)
Changes in operating assets and liabilities
Accounts receivable		(6,062)		(81,951)
Inventory		78,249		(147,441)
Prepaid expenses and other		7,360		7,987
Accounts payable and accrued liabilities		434		275,388
Net cash provided by (used for) operations		138,465		7,310
Cash flows from investing activities:
Purchase of equipment		(6,583)		(23,156)
Disposal of equipment		—		6,267
Collection on loans receivable		21,207		19,155
Net cash provided by (used for) investing activities		14,624		2,266
Cash flows from financing activities:
Issuance of debt				—
Repayment of debt		(15,908)		(27,813)
Exercise of options		—		42,835
Net cash provided by financing activities		(15,908)		15,022
Foreign currency translation adjustment		(3,073)		(1,598)
Net change in cash and cash equivalents		134,108		23,000
Cash and cash equivalents at beginning of period		484,799		184,944
Cash and cash equivalents at end of period	$	618,907	$	207,944
Supplemental schedule of cash flow information
Interest paid in cash	$	866	$	982
Income taxes paid in cash	$	—	$	—

WESTSPHERE ASSET CORPORATION, INC.

Notes to Financial Statements

March 31, 2006 and 2005

(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, 2005 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, 2006, the Company finalized its conversion as per the shareholder’s resolution, approved at the Annual Meeting of Shareholders held on December 7, 2002 and has a total of 1,285,958 preferred shares and 551,702 common shares issued and outstanding.

ITEM 2.

MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION. 

Current Corporate Structure – March 31, 2006

WESTSPHERE ASSET CORPORATION, INC.

Subsidiaries CDN               

     Subsidiaries CDN                                         Subsidiaries US

Vencash Capital Corporation	Trac POS Processing Inc.	Vencash Financial     Systems Inc. (US)
100%	56%	100%
“Active”	“Active”	“Inactive”

Westsphere Systems Inc.	Cash Direct Financial Services Ltd.
100%	100%
“Active”	“Active”

E Debit International Inc.	105725 Alberta Ltd.
100%	o/a Personal Financial Solutions
“Inactive”	51% owned by Cash Direct Financial       Services Ltd .
	“Active”

Vencash POS Services Inc.

(Formerly Westsphere POS Services Ltd.)

100%

“Active”

Kan-Can Resorts Ltd.

99%

“Active”

Westsphere Capital Group Ltd.

100%

“Active”

Active = with business activity

Inactive = no business activity

Plan of Operations

During the three (3) month period of operations ending March 31, 2006, Westsphere and its subsidiaries generated a net income from operations of $18,292, while a net loss from operations of $65,392 was realized for the same period from the previous year.  The significant increase in net income of $83,684 over the same period from the previous year was primarily due to the increase in residual and interchange income by $239,123 and sales of equipment and supplies by $135,738.  The increase in residual and interchange income was due to increases in placements of ATM machines and an increase in sales of ATM and POS machines.

Westsphere's gross margin during the first quarter of year 2006 decreased to 31% from gross margin during the same period from the previous year of 35%.  Most of the decrease was caused by an increase in residual and interchange expense which was primarily due to a reduction in profit for the new placement program.  Commissions also increased from the period of year 2005 of $1,447 to $15,296 during the first quarter of year 2006, which was due to increases in costs to operate for the new placement program.  Westsphere's total administrative expenses for the first quarter of year 2006 increased by $6,495 to $379,887 from the previous year’s amount of $373,392.  Most of the increase was caused by an increase in salaries and benefits from previous year 2005 of $144,465 to $180,971 during the first quarter of year 2006.  The increase was primarily due to salary and benefits adjustments, hiring two additional staff for the IT department, two staff for the Service department, one receptionist and one junior accountant from the previous year.

Westsphere and its subsidiaries currently generate sufficient cash flow to cover all of its consolidated operating expenses.

In order to grow Westsphere’s businesses in ATM machines, in Finance/Lease and in POS machines, Westsphere is dependent upon private placements, loans and/or joint venture arrangements. The profits are expected to be generated by the interchange and surcharges collected from ATM and POS machines, the sale of ATM and POS machines, and from Financing and leasing charges.

To this date 940 ATM and 515 POS sites are being processed between two switches.

Changes in Financial Position

During the three (3) month period ending March 31, 2006, total assets decreased to $1,911,539 primarily due to a decrease in inventory that was caused by an increase in sales and placements of ATMs, a decrease in prepaid expenses and deposits, a collection of mortgage receivables, and amortization of property and equipment.

The decrease is partially offset against an increase in cash.  The increase in cash is mainly due to a collection of funds from the sales-type lease agreements in the latter part of year 2005 in the amount of $209,019.

Westsphere's current liabilities consist of accounts payable of $951,743 and accounts payable to related parties of $110,169.  Accounts payable includes payables of $419,746 to suppliers for the purchase of ATM machines and POS machines, $189,686 is payable for the return of surcharge and interchange, accounting and legal payables in the amount of $ 59,093, long term lease payable to ATM suppliers in the amount of $197,391, and $85,827 due for consulting services, office expenses and various other general fees and charges.  

Accounts payable to related parties consists of Officers’ and Directors’ bonuses payable carried forward from year 2002 in the amount of $65,243, a loan advanced from Westsphere’s President in the amount of $36,254, and a cash advance from KSD Group Ltd. of $8,672, which is controlled by Westsphere officers.

Long term liabilities as at March 31, 2006 consisted of a bank loan totaling $57,959 for funds to pay down accounts payable to a major supplier, convertible debentures totaling $124,165 for funds advanced for general working capital by various related and unrelated parties, and $254,764 for outstanding accounts due to shareholders of Westsphere. Westsphere's shareholder loans related to TRAC of $122,670 and a Vencash related loan of $34,258 have interest rates of 18% and 12%, respectively. They both are demand loans.  The remaining balance of shareholder loans total $97,836 with no specific terms of repayment.

Shareholders' equity as of March 31, 2006 was $409,971, inclusive of an accumulated loss from operations of $1,471,248, as compared to shareholders equity of $391,188 as of the same date from the previous year. Total issued and outstanding share capital as of the year ending March 31, 2006 was 551,702 common shares and 1,285,958 preferred shares as compared to a total of 621,939 common shares and 1,215,721 preferred shares as of December 31, 2005.  The conversion from common to preferred shares during the year is a result of the shareholder’s resolution, approved at the Annual Meeting of Shareholders held on December 7, 2002.

Liquidity and Capital Resources

Summary of Working Capital and Stockholders' Equity

As of March 31, 2006, the Company had working capital of $200,477 and Stockholders' Equity of $409,971 compared with working capital of $143,271 and Stockholders' Equity of $391,188 as of December 31, 2005.  The Company’s working capital has increased principally as a result of an increase in cash of $134,108.  Stockholders' Equity increased as a result of the decreased in accumulated deficit of $18,289.  There is no change in operations during the first quarter of year 2006.

Financing activities during the three month period resulted in the use of net cash of negative $15,908, which was caused by the repayment of $15,908 in debt. The Company’s consolidated operations provided $138,465 in net cash, compared to the use of net cash in the amount of $7,310 during the same period from the previous year. This increase in cash flow from operations was the result of an increase in inventory of $78,249, an increase in prepaid expenses and other of $7,360, and partially offset against a decrease in accounts receivable of $6,062.

Liquidity

On a short term basis, Westsphere anticipates that its subsidiary Vencash Capital will generate sufficient revenues to meet overhead needs.  The Company, as of May 25, 2006, has $251,042 in cash; $214,114 in vault cash reserved for ATMs, and will not have to raise additional funds to meet its operational needs for the next twelve months.  In order to meet its growth plan, Westsphere will continue to be dependent on equity funds raised, joint venture arrangements and/or loan proceeds. Westsphere believes that it will continue as a going concern with the present revenues from its subsidiary Vencash Capital Corporation, but it will be unable to meet its market growth projections without further funding outside of the ongoing revenue from operations of Vencash.  

As mentioned above, Westsphere believes that its subsidiary, Vencash Capital, generates sufficient ongoing revenue to ensure that Westsphere is a going concern.  It is anticipated that operations will have substantial increases in net cash flow at the fiscal year end December 31, 2006.  In addition, Westsphere believes that further substantial cost savings will occur with the new program system implemented to improve the effectiveness and efficiency of the operations. Westsphere will remain reliant on the successful development and marketing of the products related to its business for possibility of future income.

Capital Resources

The primary capital resource of Westsphere is the operations of Vencash Capital, its wholly owned subsidiary.

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. Douglas 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, 2006 (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, 2005.

ITEM 2.  CHANGES IN SECURITIES

As of March 15, 2006, the Company finalized its conversion from common to preferred shares during the year as a result of the shareholder’s resolution approved at the Annual Meeting of Shareholders held on December 7, 2002, and has a total of 1,285,958 preferred shares and 551,702 common shares issued and outstanding.

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 there from is available and that no hedging transactions involving those securities may be conducted unless in compliance with the Act. Each purchaser under Regulation S certified that they were not a U.S. person, and were 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 there from 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 25, 2006

By:   /s/ Kim Law

Name:  Kim Law

Title:  

Principal Financial Officer and Accounting Officer

Date:  

May 25, 2006

3

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

4

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

5

EX-1

EX-31 2 exhibit31macdonald10qsbmarch2006.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-2

EX-32 4 exhibit32macdonald10qsbmarch2006.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, 2006 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 25, 2006

By: /s/ Douglas Mac Donald

Name: Douglas MacDonald

Title:   CEO

EX-3

EX-31 3 exhibit31law10qsbmarch2006fil.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-4

EX-32 5 exhibit32law10qsbmarch2006fil.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, 2006 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 25, 2006

By:_/s/Kim Law

Name: Kim Law

Title:   Vice President of Finance and CFO