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 12 – Related Party Transactions, Page F-14 -Comment # 11
All of the related party transactions that Westsphere and its subsidiaries have had with its executive officers, directors, nominees for election as a director, security holders named in response to Item 403 and any member of the immediately family of the foregoing are exempt from disclosure under Item 404 of Regulation S-B due to the fact that none of such transactions were in excess $60,000 (see Item 404(b)(4)).
Below is a breakdown of the followings related party transactions for the year ending December 31, 2004
Accounts receivable, related parties
Employees of Westsphere’s subsidiary
$ 4,660
Accounts payable, related parties consist of:
Officers’ and Director’s bonuses payable
carried forward from year 2002 in the amount of
$ 64,058
Douglas Mac Donald, President/CEO
$12,603
Robert Robins, Vice President
9,479
Dr. Roy Queen, Director
12,603
Bernd Reuscher, Director
12,603
Kim Law, Chief Financial Officer
6,793
Sonia Goeseels, VP of Administration
9,977
$64,058
A loan advanced from Westsphere’s President/CEO
38,137
Total
$102,195
All of the related party transactions that Westsphere and its subsidiaries have had with its shareholders, which the interest of the person arises solely from the ownership of securities of the company and the person receives no extra or special benefit that was not shared equally (pro rata) by all holders of securities of the class (Item 404(b)(5).
Shareholder loans consist of:
Beasley Ranching Ltd. – shareholder of Westsphere
$ 41,501
9% interest
5 Crown Investment – shareholder of Westsphere
43,783
No interest and demand of payment
5 Crown Investment - shareholder of Westsphere
15% interest with demand note
43,568
June Barr – Parent of Westsphere’s distributor
18% interest with demand note
202,238
Various minority shareholders of Westsphere subsidiary
Trac Pos Processing Inc.
43,153
Total
$374,243
Convertible debenture – the debentures are convertible into common stock of the company at pre-split $0.75 a share or $15 post-split. Westsphere received funds on Oct. 10, 2000.
The outstanding debentures are payable to persons who are
Solely from the ownership of securities
Bruce Beasley
$ 32,089
Charles Beasley
32,089
Carl Beasley
32,089
Lee Beasley
24,065
Total
$120,332
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