June 8, 2006
United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 205049
Attention: Amit Pande and Mike Volley
Dear Sirs:
Re:
Westsphere Asset Corporation, Inc.
Form 10-KSB for Fiscal Year End December 31, 2004
Filed April 15, 2005
File No. 0-32051
Further to your correspondence dated February 10, 2006 pertaining to the captionally noted we are answering the comments outlined following:
Financial Statements
General
Note 10 – Stock Based Compensation, Page F-13
#7,8,9
The 2002 stock options granted to the executives on September 30, 2002, totaling 915,000 pre-split common shares at $0.14 or 45,750 post-split shares at $2.80 were over looked on the 2004 10KSB filing. The market price at the time was as follows:
2002 High Low
1st Quarter $0.58 $0.05
2nd Quarter $0.11 $0.03
3rd Quarter $0.05 $0.02
4th Quarter $0.05 $0.02
2001 High Low
3rd Quarter $1.18 $0.19
4th Quarter $1.30 $0.11
Therefore the exercise price to the Executives is approximately 2 times the market price.
The revised options granted to Executives have been disclosed in the 2005 10KSB filings as follows:
Option Grants
The following table sets forth information regarding stock option grants to our officers and directors as of March 31, 2005: The option amounts and prices have changed due to the 20 to 1 rollback of April 01, 2005
Options granted in year 2002
Individual Grants | ||||
Name | Number of Securities Underlying Options Granted (#) | % of Total Options Granted | Exercise or Base Price ($/Share) | Expiration Date(1) |
Doug MacDonald | 490,500- 24,525 | 27% | $0.035-$0.70 | (1) |
Doug MacDonald | 375,000-18,750 | 21% | $0.14-2.80 | Sept 30, 2007 |
Robert Robins | 400,500-20,025 | 22% | $0.035- $0.70 | (1) |
Robert Robins | 255,000-12,750 | 14% | $0.14-2.80 | Sept 30, 2007 |
Sonia Goeseels | 142,500-7,125 | 8% | $0.14-2.80 | Sept 30, 2007 |
Kim Law | 142,500-7,125 | 8% | $0.14-2.80 | Sept 30, 2007 |
(1) | The expiration date of these options has not yet been determined by the Board of Directors. |
Options granted in year 2005
Individual Grants | ||||
Name | Number of Securities Underlying Options Granted (#) | % of Total Options Granted | Exercise or Base Price ($/Share) | Expiration Date |
Doug MacDonald | 673,007-33,650 | 31% | $0.0470-.094 | Jan/26/2010 |
Robert Robins | 523,007-26,150 | 24% | $0.0470-.094 | Jan/26/2010 |
Sonia Goeseels | 483,795-24,189 | 22 ½% | $0.0470-.094 | Jan/26/2010 |
Kim Law | 483,795-24,189 | 22 ½% | $0.0470.094 | Jan/26/2010 |
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We will revise the footnotes for these items.
In connection with responding to your comments, we acknowledge that:
·
The Corporation is responsible for the adequacy and accuracy of the disclosure in the filing;
·
Staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and
·
The company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
Immediately following this correspondence further response to your comments will be forthcoming.
Sincerely,
/s/ Douglas N. Mac Donald
Douglas N. Mac Donald, President & CEO
Westsphere Asset Corporation, Inc.
cc
Kim Law, CFO
Steve McCollom, External Auditor