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: September 30, 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 | 98-0233968 |
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 November 6, 2006.
1,285,958 shares of Preferred Stock, no par value, as of November 6, 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 September 30, 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 | 6 | ||
Notes to Financial Statements | 7 | ||
ITEM 2. | MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | 8 | |
ITEM 3. | CONTROLS AND PROCEDURES | 11 | |
Part II | OTHER INFORMATION | ||
ITEM 1. | LEGAL PROCEEDINGS | 11 | |
ITEM 2. | CHANGES IN SECURITIES | 11 | |
ITEM 3. | DEFAULTS UPON SENIOR SECURITIES | 11 | |
ITEM 4. | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS | 11 | |
ITEM 5. | OTHER INFORMATION | 12 | |
ITEM 6. | EXHIBITS AND REPORTS ON FORM 8-K | 12 | |
PART I - FINANCIAL INFORMATION
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS
WESTSPHERE ASSET CORPORATION, INC.
Consolidated Balance Sheet
ASSETS | September 30, 2006 (Unaudited) | December 31, 2005 (Note 1) | ||
CURRENT ASSETS | ||||
Cash | $ | 539,506 | $ | 484,799 |
Accounts receivable net of allowance for doubtful accounts of $76,783 | 238,013 | 289,320 | ||
Accounts receivable – related parties | 4,690 | 23,270 | ||
Inventory | 225,212 | 314,718 | ||
Prepaid expense and deposit | 22,364 | 50,973 | ||
Current portion of mortgage receivable | 50,626 | 48,628 | ||
Total current assets | 1,080,411 | 1,211,708 | ||
Property and equipment, net of depreciation | 306,883 | 300,450 | ||
Intangible assets | 307,312 | 295,639 | ||
Mortgage receivable | 36,230 | 98,828 | ||
Future tax benefits | 12,060 | 11,581 | ||
Total assets | $ | 1,742,896 | $ | 1,918,206 |
LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||
CURRENT LIABILITIES | ||||
Accounts payable and accrued expenses | $ | 590,678 | $ | 935,664 |
Accounts payable, related parties | 92,836 | 132,773 | ||
Total current liabilities | 683,514 | 1,068,437 | ||
Shareholder loans | 231,879 | 256,636 | ||
Bank loan | 30,402 | 72,615 | ||
Convertible debentures | 130,116 | 124,979 | ||
Non-current lease obligation | — | 4,351 | ||
Total liabilities | 1,075,911 | 1,527,018 | ||
COMMITMENTS AND CONTINGENCIES | ||||
STOCKHOLDERS’ EQUITY | ||||
Preferred stock – authorized 75,000,000 shares, no par value, 1,285,958 shares issued and outstanding at September 30, 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 September 30, 2006 and 621,939 at December 31, 2005 | 576,168 | 570,992 | ||
Accumulated other comprehensive income | 132,094 | 126,836 | ||
Accumulated deficit | (1,224,174) | (1,489,537) | ||
Total stockholders’ equity | 666,985 | 391,188 | ||
Total liabilities and stockholders’ equity | $ | 1,742,896 | 1,918,206 | |
WESTSPHERE ASSET CORPORATION, INC.
Consolidated Statements of Operations
For the Nine Months Ended September 30,
(Unaudited)
2006 | 2005 | |||
Revenue - | ||||
Equipment and supplies | $ | 388,894 | $ | 351,416 |
Residual and interchange income | 3,164,571 | 2,693,002 | ||
Other | 98,034 | 66,187 | ||
Total revenue | 3,651,499 | 3,110,605 | ||
Cost of sales - | ||||
Equipment and supplies | 340,074 | 299,742 | ||
Residual and interchange costs | 1,931,238 | 1,613,437 | ||
Commissions | 16,447 | 4,314 | ||
Other | 91,675 | 119,579 | ||
Total cost of sales | 2,379,434 | 2,037,072 | ||
Gross profit | 1,272,065 | 1,073,533 | ||
Administrative expenses - | ||||
Depreciation and amortization | 84,009 | 72,573 | ||
Consulting fees | 120,377 | 118,485 | ||
Legal and accounting fees | 25,042 | 46,346 | ||
Salaries and benefits | 546,363 | 466,152 | ||
Travel, delivery and vehicle expenses | 97,923 | 97,340 | ||
(Gain) on currency exchange | (133,271) | (789) | ||
Other | 283,855 | 390,789 | ||
Total administrative expenses | 1,024,298 | 1,190,896 | ||
Income (loss) from operations | 247,767 | (117,363) | ||
Other income & expense - | ||||
Interest income | 51,446 | 7,931 | ||
Interest expense | (33,849) | (35,211) | ||
Gain on asset sales | — | 67,942 | ||
Net income (loss) before income taxes | 265,364 | (76,701) | ||
Provision for income taxes | — | — | ||
Net income (loss) | $ | 265,364 | $ | (76,701) |
Net (loss) per common share | $ | .48 | $ | (.04) |
Weighted number of shares outstanding | 551,702 | 1,548,251 | ||
Other comprehensive income: | ||||
Net income (loss) | $ | 265,364 | $ | (76,701) |
Foreign currency translation adjustment | 5,258 | (9,554) | ||
Total comprehensive income | $ | 270,622 | $ | (86,255) |
WESTSPHERE ASSET CORPORATION, INC.
Consolidated Statements of Operations
For the three Months Ended September 30,
(Unaudited)
2006 | 2005 | |||
Revenue - | ||||
Equipment and supplies | $ | 56,877 | $ | 105,239 |
Residual and interchange income | 1,103,299 | 1,034,534 | ||
Other | 64,205 | 29,288 | ||
Total revenue | 1,224,381 | 1,169,061 | ||
Cost of sales - | ||||
Equipment and supplies | 50,351 | 75,357 | ||
Residual and interchange costs | 667,858 | 646,650 | ||
Commissions | 532 | 1,605 | ||
Other | 27,683 | 43,534 | ||
Total cost of sales | 746,424 | 767,146 | ||
Gross profit | 477,957 | 401,915 | ||
Administrative expenses - | ||||
Depreciation and amortization | 26,145 | 25,102 | ||
Consulting fees | 38,274 | 38,455 | ||
Legal and accounting fees | 4,080 | 3,345 | ||
Salaries and benefits | 177,457 | 164,315 | ||
Travel, delivery and vehicle expenses | 40,583 | 26,039 | ||
Loss (Gain) on currency exchange | (133,271) | 929 | ||
Other | 91,326 | 98,348 | ||
Total administrative expenses | 244,594 | 356,533 | ||
Income (loss) from operations | 233,363 | 45,382 | ||
Other income & expense - | ||||
Interest income | 16,471 | 2,465 | ||
Interest expense | (10,338) | (13,587) | ||
Net income (loss) before income taxes | 239,496 | 34,260 | ||
Provision for income taxes | — | — | ||
Net income (loss) | $ | 239,496 | $ | 34,260 |
Net (loss) per common share | $ | .43 | $ | .02 |
Weighted number of shares outstanding | 551,702 | 1,613,925 | ||
Other comprehensive income: | ||||
Net income (loss) | $ | 239,496 | $ | 34,260 |
Foreign currency translation adjustment | 9,261 | 1,974 | ||
Total comprehensive income | $ | 248,757 | $ | 36,234 |
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WESTSPHERE ASSET CORPORATION, INC.
Consolidated Statement of Cash Flows
For the Nine Months Ended September 30,
(Unaudited)
2006 | 2005 | |||
Cash flows from operating activities: | ||||
Net income (loss) from operations | $ | 265,362 | $ | (76,701) |
Reconciling adjustments - | ||||
Depreciation and amortization | 74,845 | 73,284 | ||
Gain on sale of assets | — | (72,184) | ||
Other non-cash transactions | 3,552 | 2,434 | ||
Changes in operating assets and liabilities | ||||
Accounts receivable | 82,129 | (39,031) | ||
Inventory | 101,691 | (217,797) | ||
Prepaid expenses and other | 30,479 | 20,035 | ||
Accounts payable and accrued liabilities | (425,693) | 500,645 | ||
Net cash provided by operations | 132,365 | 190,685 | ||
Cash flows from investing activities: | ||||
Purchase of equipment | (105,988) | (49,881) | ||
Disposal of equipment | 37,017 | 12,722 | ||
Collection on loans receivable | 66,170 | 59,132 | ||
Net cash provided by (used for) investing activities | (2,801) | 21,973 | ||
Cash flows from financing activities: | ||||
Repayment of debt | (84,409) | (90,480) | ||
Exercise of options | — | 43,609 | ||
Net cash provided (used) by financing activities | (84,409) | (46,871) | ||
Foreign currency translation adjustment | 9,552 | (27,949) | ||
Net change in cash and cash equivalents | 54,707 | 137,838 | ||
Cash and cash equivalents at beginning of period | 484,799 | 184,944 | ||
Cash and cash equivalents at end of period | $ | 539,506 | $ | 322,782 |
Supplemental schedule of cash flow information | ||||
Interest paid in cash | $ | $ | 12,845 | |
Income taxes paid in cash | $ | $ | — | |
Non-cash investing and financing activities: | ||||
Stock issued for minority interest in subsidiary | — | — | ||
Stock issued to satisfy debt | — | 17,244 |
WESTSPHERE ASSET CORPORATION, INC.
Notes to Financial Statements
September 30, 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 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, 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 – September 30, 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 . | |
“Inactive” |
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 September 30, 2006, Westsphere and its subsidiaries generated a net income from operations of $239,496, while a net income from operations of $34,260 was realized for the same period from the previous year. The increase in net income of $205,236 over the same period from the previous year was primarily due to the increase in residual and interchange income net of $47,557, and an increase in gain on currency exchange of $133,271. The increase in residual and interchange income was due to increases in placements of ATM machines and POS machines. The significant increase in currency exchange gain was caused by a difference in the currency exchange rate of 0.15 between the exchange rate recorded at the time of payable of 1 USD=1.30 CDN and the exchange rate recorded at the time of payments of 1 USD=1.15 CDN.
Westsphere's gross margin during the third quarter of year 2006 increased by 5% to 39% from the gross margin during the same period from the previous year of 34%. This was caused by an increase in net residual and interchanges income of $47,557 and partially offset against a decrease in sales of ATMs. The increase in gross margin was primarily due to increases in placements of ATM machines and POS machines.
Westsphere's total administrative expenses for the third quarter of year 2006 decreased by $111,939 to $244,594 from the previous year’s amount of $356,533. Most of the decrease was caused by an increase in gain on currency exchange from previous year 2005 of a loss on currency exchange of $929 to a gain of $133,271 during the third quarter of year 2006. The significant increase in currency exchange gain was caused by the difference in currency exchange rate of 0.15 between the exchange rate recorded at the time of payable of 1 USD=1.30 CDN and the exchange rate recorded at the time of payments of 1 USD=1.15 CDN. This decrease is partially offset against an increase in salaries and benefits from previous year 2005 of $164,315 to $177,457 during the third 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 their 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 980 ATM and 527 POS sites are being processed between two switches.
Changes in Financial Position
During the nine (9) month period ending September 30, 2006, total assets decreased to $1,742,896 primarily due to a decrease in accounts receivable and accounts receivable related parties, a decrease in inventory, a decrease in prepaid expenses and deposits, and a collection of mortgage receivables.
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 $590,678 and accounts payable to related parties of $92,836. Accounts payable includes payables of $96,831 to suppliers for the purchase of ATM machines and POS machines, $204,621 is payable for the return of surcharge and interchange, accounting and legal payables in the amount of $31,823, long term lease payable to ATM suppliers in the amount of $205,903, and $51,500 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 $68,370, and a loan advanced from Westsphere’s President in the amount of $24,466.
Long term liabilities as at September 30, 2006 consisted of a bank loan totaling $30,402 for funds to pay down accounts payable to a major supplier, convertible debentures totaling $130,116 for funds advanced for general working capital by various related and unrelated parties, and $231,879 for outstanding accounts due to shareholders of Westsphere. Westsphere's shareholder loans related to TRAC of $157,731 and a Vencash related loan of $2,348 have interest rates of 18% and 12%, respectively. They both are demand loans. The remaining balance of shareholder loans total $71,800 with no specific terms of repayment.
Shareholders' equity as of September 30, 2006 was $666,985, inclusive of an accumulated loss from operations of $1,224,174, 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 period ending September 30, 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 September 30, 2006, the Company had working capital of $396,897 and Stockholders' Equity of $666,985 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 $54,707 and a significant decrease in accounts payable and accrued expenses of $344,986. The increase is partially offset against a decrease in accounts receivable of $51,307, a decrease in accounts receivable – related parties of $18,580, a decrease in inventory of $89,506, and a decrease in prepaid expense and deposit of $28,609. Stockholders' Equity increased as a result of the decreased in accumulated deficit of $265,363. There is no change in operations during the third quarter of year 2006.
Financing activities during the nine month period resulted in the use of net cash of negative $84,409, which was caused by the repayment of $84,409 in debt. The Company’s consolidated operations provided $132,365 in net cash, compared to the use of net cash in the amount of $190,685 during the same period from the previous year. This decrease in cash flow from operations was the result of the decrease in accounts payable of $425,693, and partially offset against an increase in accounts receivable of $82,129, an increase in inventory of $101,691, and increase in prepaid expenses and other of $30,479.
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 November 10, 2006, has $375,325 in cash; $192,075 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 revenues 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:
November 14, 2006
By: /s/ Kim Law
Name: Kim Law
Title:
Principal Financial Officer and Accounting Officer
Date:
November 14, 2006
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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 |
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