edebit_10q.htm
U.S.
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q
x QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES
EXCHANGE ACT OF 1934
For the
quarterly period ended: March 31,
2010
o 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
E-DEBIT GLOBAL
CORPORATION
(Exact
name of registrant as
specified in its charter)
COLORADO
|
98-0233968
|
(State
or other jurisdiction of
incorporation or organization) |
(IRS
Employer Identification No.) |
#12, 3620
– 29th
Street NE
Calgary,
Alberta Canada T1Y 5Z8
Telephone
(403) 290-0264
(Issuer's
telephone number)
WESTSPHERE
ASSET CORPORATION, INC.
(Former
name, former address and former
fiscal
year, if changed since last report)
Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 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 o
Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files). Yes o No o
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.
Large
accelerated filer
|
Accelerated
filer
|
|
|
Non-accelerated
filer
|
Smaller
reporting company x
|
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes o No x
APPLICABLE
ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING
THE PRECEDING FIVE YEARS
Indicate
by check mark whether the registrant filed all documents and reports required to
be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution
of securities under a plan confirmed by a court. Yes o No o
APPLICABLE
ONLY TO CORPORATE ISSUERS
State the
number of shares outstanding of each of the issuer's classes of common equity,
as of the latest practicable date: As of May 4, 2010, there were
4,973,054 outstanding shares of the Registrant's Common Stock, no par value and
1,417,118 shares of Preferred Stock, no par value.
E-DEBIT
GLOBAL CORPORATION
INDEX
TO THE FORM 10-Q
For
the quarterly period ended March 31, 2010
|
|
|
PAGE
|
PART
I
|
FINANCIAL
INFORMATION
|
|
|
ITEM
1.
|
CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS
|
|
|
|
Condensed
Consolidated Balance Sheets
|
3
|
|
|
Condensed
Consolidated Statements of Operations
|
4
|
|
|
Condensed
Consolidated Statements of Changes in Stockholders’ (Deficit)
Equity
|
5
|
|
|
Condensed
Consolidated Statements of Cash Flows
|
6
|
|
|
Notes
to the Condensed Financial Statements
|
7
|
|
ITEM
2.
|
MANAGEMENT'S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
|
8
|
|
ITEM
3.
|
QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
|
10
|
|
ITEM
4.
|
CONTROLS
AND PROCEDURES
|
14
|
Part
II
|
OTHER
INFORMATION
|
|
|
ITEM
1.
|
LEGAL
PROCEEDINGS
|
14
|
|
ITEM
2.
|
CHANGES
IN SECURITIES
|
14
|
|
ITEM
3.
|
DEFAULTS
UPON SENIOR SECURITIES
|
14
|
|
ITEM
4.
|
SUBMISSION
OF MATTERS TO A VOTE OF SECURITY HOLDERS
|
15
|
|
ITEM
5.
|
OTHER
INFORMATION
|
15
|
|
ITEM
6.
|
EXHIBITS
|
15
|
PART
I - FINANCIAL INFORMATION
ITEM
1. CONSOLIDATED FINANCIAL STATEMENTS
E-DEBIT
GLOBAL CORPORATION
(formerly
Westsphere Asset Corporation, Inc.)
Consolidated
Balance Sheet
ASSETS
|
|
March
31, 2010 (Unaudited)
|
|
|
December
31, 2009
|
|
CURRENT
ASSETS
|
|
|
|
|
|
|
Cash
|
|
$ |
660,179 |
|
|
$ |
586,958 |
|
Accounts receivable net of
allowance for doubtful
accounts of $108,101 and
$105,513
|
|
|
56,691 |
|
|
|
79,967 |
|
Other receivable – related
parties
|
|
|
2,728 |
|
|
|
2,649 |
|
Inventory
|
|
|
157,268 |
|
|
|
151,136 |
|
Prepaid expense and
deposit
|
|
|
5,639 |
|
|
|
5,018 |
|
Total current
assets
|
|
|
882,505 |
|
|
|
825,728 |
|
|
|
|
|
|
|
|
|
|
Property
and equipment, net of depreciation
|
|
|
153,135 |
|
|
|
161,722 |
|
Note
receivable
|
|
|
157,041 |
|
|
|
152,510 |
|
Intangible
Assets, net of amortization
|
|
|
126,391 |
|
|
|
129,204 |
|
|
|
|
|
|
|
|
|
|
Total
assets
|
|
$ |
1,319,072 |
|
|
$ |
1,269,164 |
|
|
|
LIABILITIES
AND STOCKHOLDERS’ DEFICIT
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CURRENT
LIABILITIES
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
$ |
835,857 |
|
|
$ |
914,560 |
|
Accrued
liabilities
|
|
|
219,195 |
|
|
|
264,434 |
|
Current portion of
loans
|
|
|
162,930 |
|
|
|
220,187 |
|
Indebtedness to related
parties
|
|
|
432,024 |
|
|
|
199,495 |
|
Total current
liabilities
|
|
|
1,650,006 |
|
|
|
1,598,676 |
|
|
|
|
|
|
|
|
|
|
Shareholder
loans
|
|
|
494,482 |
|
|
|
430,997 |
|
Loans
payable, less current portion
|
|
|
— |
|
|
|
— |
|
Total
liabilities
|
|
|
2,144,488 |
|
|
|
2,029,673 |
|
|
|
|
|
|
|
|
|
|
Minority
interest in subsidiaries
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
COMMITMENTS
AND CONTINGENCIES
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
STOCKHOLDERS’
DEFICIT
|
|
|
|
|
|
|
|
|
Preferred stock – authorized
75,000,000 shares, no par value,
14,171,180 shares issued and
outstanding at
March 31, 2010 and 14,171,180
at December 31, 2009
|
|
|
1,400,855 |
|
|
|
1,400,855 |
|
Common stock - authorized
75,000,000 shares, no par value;
4,973,054 shares issued and
outstanding at
March 31, 2010 and 3,391,726 at
December 31, 2009
|
|
|
897,977 |
|
|
|
754,824 |
|
Additional
paid-in capital
|
|
|
311,444 |
|
|
|
311,444 |
|
Accumulated other comprehensive
income
|
|
|
54,834 |
|
|
|
76,503 |
|
Accumulated
deficit
|
|
|
(3,490,526 |
) |
|
|
(3,304,135 |
) |
Total stockholders’
deficit
|
|
|
(825,416 |
) |
|
|
(760,509 |
) |
|
|
|
|
|
|
|
|
|
Total
liabilities and stockholders’ Deficit
|
|
$ |
1,319,072 |
|
|
$ |
1,269,164 |
|
|
|
|
|
|
|
|
|
|
See
accompanying notes to consolidated financial statements
3
E-DEBIT
GLOBAL CORPORATION
(formerly
Westsphere Asset Corporation, Inc.)
Consolidated
Statements of Operations
For
the Three Months Ended March 31,
(Unaudited)
|
|
2010
|
|
|
2009
|
|
Revenue
-
|
|
|
|
|
|
|
Equipment and
supplies
|
|
$ |
2,339 |
|
|
$ |
32,237 |
|
Residual and interchange
income
|
|
|
943,212 |
|
|
|
696,577 |
|
Other
|
|
|
— |
|
|
|
6,605 |
|
Total revenue
|
|
|
945,551 |
|
|
|
735,419 |
|
|
|
|
|
|
|
|
|
|
Cost
of sales -
|
|
|
|
|
|
|
|
|
Equipment and
supplies
|
|
|
1,034 |
|
|
|
38,262 |
|
Residual and interchange
costs
|
|
|
643,526 |
|
|
|
445,285 |
|
Commissions
|
|
|
— |
|
|
|
2,011 |
|
Other
|
|
|
140,295 |
|
|
|
31,517 |
|
Total cost of
sales
|
|
|
784,855 |
|
|
|
517,075 |
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
160,696 |
|
|
|
218,344 |
|
|
|
|
|
|
|
|
|
|
Operating
expenses -
|
|
|
|
|
|
|
|
|
Depreciation and
amortization
|
|
|
18,538 |
|
|
|
21,457 |
|
Consulting fees
|
|
|
43,113 |
|
|
|
43,719 |
|
Legal and accounting
fees
|
|
|
27,932 |
|
|
|
11,226 |
|
Salaries and
benefits
|
|
|
145,181 |
|
|
|
155,461 |
|
Travel, delivery and vehicle
expenses
|
|
|
20,397 |
|
|
|
36,419 |
|
Other
|
|
|
99,008 |
|
|
|
85,323 |
|
Total operating
expenses
|
|
|
354,169 |
|
|
|
353,605 |
|
|
|
|
|
|
|
|
|
|
(-Loss-) from
operations
|
|
|
(193,473 |
) |
|
|
(135,261 |
) |
Other
income (expense) -
|
|
|
|
|
|
|
|
|
Interest income
|
|
|
— |
|
|
|
261 |
|
Other income
|
|
|
22,037 |
|
|
|
— |
|
Interest expense
|
|
|
(14,955 |
) |
|
|
(18,190 |
) |
Net
(-loss-) before income taxes
|
|
|
(186,391 |
) |
|
|
(153,190 |
) |
|
|
|
|
|
|
|
|
|
Provision
for income taxes
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
Net
(-loss-)
|
|
$ |
(186,391 |
) |
|
$ |
(153,190 |
) |
|
|
|
|
|
|
|
|
|
Basic
net (-loss-) per common share
|
|
$ |
(0.17 |
) |
|
$ |
(0.26 |
) |
Weighted
number of shares outstanding
|
|
|
1,111,486 |
|
|
|
591,726 |
|
|
|
|
|
|
|
|
|
|
Other
comprehensive income (loss) -
|
|
|
|
|
|
|
|
|
Net (-loss-)
|
|
$ |
(186,391 |
) |
|
$ |
(153,190 |
) |
Foreign currency translation
adjustment
|
|
|
( 21,669 |
) |
|
|
6,695 |
|
Total comprehensive
(-loss-)
|
|
$ |
(208,060 |
) |
|
$ |
(146,495 |
) |
See
accompanying notes to consolidated financial statements
4
E-DEBIT
GLOBAL CORPORATION
(formerly
Westsphere Asset Corporation, Inc.)
Consolidated
Statements of Changes in Stockholders’ Deficit
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional |
|
Currency
|
|
|
|
|
|
|
|
|
|
Preferred Stock
|
|
|
Common Stock
|
|
Paid-in |
|
Translation
|
|
|
Accumulated
|
|
|
|
|
|
|
Shares
|
|
|
Amount
|
|
|
Shares
|
|
|
Amount
|
|
Capital |
|
Adjustment
|
|
|
(Deficit)
|
|
|
Total
|
|
Balance,
December 31, 2009*
|
|
|
14,171,180 |
|
|
$ |
1,400,855 |
|
|
|
3,391,726 |
|
|
$ |
754,824 |
|
$ |
311,444 |
|
$ |
76,503 |
|
|
$ |
(3,304,135 |
) |
|
$ |
(760,509 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercise
of options
|
|
|
- |
|
|
|
- |
|
|
|
500,000 |
|
|
|
35,000 |
|
|
- |
|
|
- |
|
|
|
- |
|
|
|
35,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Private
offering
|
|
|
- |
|
|
|
- |
|
|
|
1,081,328 |
|
|
|
108,153 |
|
|
- |
|
|
- |
|
|
|
- |
|
|
|
108,153 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss for the three months ended March 31, 2010
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
- |
|
|
(21,669 |
) |
|
|
(186,391 |
) |
|
|
(208,060 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance,
March 31, 2010
|
|
|
14,171,180 |
|
|
$ |
1,400,855 |
|
|
|
4,973,054 |
|
|
$ |
897,977 |
|
$ |
311,444 |
|
$ |
54,834 |
|
|
$ |
(3,490,526 |
) |
|
$ |
(825,416 |
) |
*Restated
to reflect 10 to 1 stock split (see Note 9)
See
accompanying notes to consolidated financial statements
5
E-DEBIT
GLOBAL CORPORATION
(formerly
Westsphere Asset Corporation, Inc.)
Consolidated
Statement of Cash Flows
For
the Three Months Ended March 31,
(Unaudited)
|
|
2010
|
|
|
2009
|
|
Cash
flows from operating activities:
|
|
|
|
|
|
|
Net (loss) income from
operations
|
|
$ |
(186,391 |
) |
|
$ |
(153,190 |
) |
Reconciling adjustments
-
|
|
|
|
|
|
|
|
|
Depreciation and
amortization
|
|
|
18,538 |
|
|
|
21,457 |
|
Other non-cash
transactions
|
|
|
— |
|
|
|
— |
|
Changes in operating assets and
liabilities
|
|
|
|
|
|
|
|
|
Accounts
receivable
|
|
|
23,197 |
|
|
|
(6,498 |
) |
Inventory
|
|
|
(6,132 |
) |
|
|
(2,212 |
) |
Prepaid expenses and
other
|
|
|
(621 |
) |
|
|
18,559 |
|
Accounts payable and accrued
liabilities
|
|
|
51,330 |
|
|
|
146,031 |
|
Net cash (used for)
operations
|
|
|
(100,079 |
) |
|
|
24,147 |
|
|
|
|
|
|
|
|
|
|
Cash
flows from investing activities:
|
|
|
|
|
|
|
|
|
Purchase of
equipment
|
|
|
— |
|
|
|
(10,781 |
) |
Disposal of
equipment
|
|
|
1,097 |
|
|
|
775 |
|
Collections of loans
receivable
|
|
|
— |
|
|
|
2,428 |
|
Net cash (used for) investing
activities
|
|
|
1,097 |
|
|
|
(7,578 |
) |
|
|
|
|
|
|
|
|
|
Cash
flows from financing activities:
|
|
|
|
|
|
|
|
|
Private offering
|
|
|
31,585 |
|
|
|
— |
|
Proceeds from
loans
|
|
|
94,971 |
|
|
|
184,486 |
|
Repayments of
loans
|
|
|
— |
|
|
|
(4,245 |
) |
Net cash provided by financing
activities
|
|
|
126,556 |
|
|
|
180,241 |
|
|
|
|
|
|
|
|
|
|
Foreign
currency translation adjustment
|
|
|
45,647 |
|
|
|
14,532 |
|
Net
change in cash and cash equivalents
|
|
|
73,221 |
|
|
|
211,342 |
|
Cash
at beginning of year
|
|
|
586,958 |
|
|
|
87,880 |
|
Cash
at end of year
|
|
$ |
660,179 |
|
|
$ |
299,222 |
|
|
|
|
|
|
|
|
|
|
Supplemental
schedules:
|
|
|
|
|
|
|
|
|
Cash paid for
interest
|
|
$ |
14,954 |
|
|
$ |
13,958 |
|
Cash paid for income
taxes
|
|
$ |
— |
|
|
$ |
— |
|
Noncash
investing and financing activities
|
|
|
|
|
|
|
Shares issued for the
forgiveness of debt
|
|
$ |
111,568 |
|
|
$ |
— |
|
See
accompanying notes to consolidated financial statements
6
E-DEBIT
GLOBAL CORPORATION
(formerly
Westsphere Asset Corporation, Inc.)
Notes
to Financial Statements
March
31, 2010 and 2009
(Unaudited)
Note
1 – Basis of Presentation and Nature of Operations
The
accompanying consolidated balance sheet as of December 31, 2009 has been derived
from audited financial statements and the accompanying unaudited consolidated
financial statements have been prepared in accordance with accounting principles
generally accepted in the United States of America (“GAAP”) for interim
financial information and the interim reporting requirements of Regulation
S-X. The accompanying consolidated financial statements included
herein have been prepared by E-Debit Global Corporation (the “Company”) without
audit, pursuant to the rules and regulations of the Securities and Exchange
Commission for reporting on Form 10-Q. In management's opinion, all adjustments
(consisting only of normal recurring adjustments) considered necessary for a
fair presentation have been included. 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 E-Debit Global Corporation
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, 2009 audited financial statements and the
accompanying notes thereto contained in the Annual Report on Form 10-K 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 E-Debit Global Corporation
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.
The
Company’s primary business is the sale and operation of cash vending (ATM) and
point of sale (POS) machines in Canada.
There is
no provision for dividends for the quarter to which this quarterly report
relates.
Note
2 – Recent Accounting Pronouncements
The
FASB’s Accounting Standards Codification (ASC) is effective for all interim and
annual financial statements issued after September 15, 2009. The ASC is
now the single official source of authoritative, nongovernmental generally
accepted accounting principles (GAAP) in the United States. The
historical GAAP hierarchy was eliminated and the ASC became the only level of
authoritative GAAP, other than guidance issued by the Securities and Exchange
Commission. Our accounting policies were not affected by the
conversion to ASC. However, we have conformed references to specific
accounting standards in these notes to our consolidated financial statements to
the appropriate section of ASC.
In
October 2009, the FASB issued Accounting Standards Update, 2009-13, Revenue
Recognition (ASC Topic 605): Multiple Deliverable Revenue
Arrangements – A Consensus of the FASB Emerging Issues Task Force. This
update provides application guidance on whether multiple deliverables exist, how
the deliverables should be separated and how the consideration should be
allocated to one or more units of accounting. This update establishes a selling
price hierarchy for determining the selling price of a deliverable. The selling
price used for each deliverable will be based on vendor-specific objective
evidence, if available, third-party evidence if vendor-specific objective
evidence is not available, or estimated selling price if neither vendor-specific
or third-party evidence is available. The Company will be required to apply this
guidance prospectively for revenue arrangements entered into or materially
modified after January 1, 2011; however, earlier application is permitted. We
have not determined the impact, if any, that this update may have on our
financial statements.
In
January 2010, the FASB issued guidance that requires reporting entities to make
new disclosures about recurring or nonrecurring fair-value measurements
including significant transfers into and out of Level 1 and Level 2 fair value
measurements and information on purchases, sales, issuances, and settlements on
a gross basis in the reconciliation of Level 3 fair value measurements. The
guidance is effective for annual reporting periods beginning after
December 15, 2009, except for Level 3 reconciliation disclosures that are
effective for annual periods beginning after December 15, 2010. We do not
expect the adoption of this guidance to have a material impact on our
consolidated financial statements.
7
There
were various other accounting standards and interpretations issued during 2010
and 2009, none of which are expected to have a material impact on the Company’s
consolidated financial position, operations, or cash flows.
Note
3 - Accounts Receivable
Accounts
receivable consist of amounts due from customers. The Company
considers accounts more than 180 days old to be past due. The Company uses
the allowance method for recognizing bad debts. When an account is deemed
uncollectible, it is written off against the allowance.
Note
4 – Inventory
Inventory
consists primarily of cash vending and POS machines, which are valued at the
lesser of cost (on a first-in, first-out method) or net realizable
value.
Note
5 – Deferred Costs/Intangible Assets
In order
for E-Debit’s subsidiaries to remain competitive in the marketplace, E-Debit,
through its subsidiary Westsphere Systems Inc. has successfully gained
membership into the Canadian Interac Association as an Acquirer. This
will enable the direct processing of ATM, POS and other transactions for its
other subsidiaries, Vencash and Trac POS. E-Debit has sourced out an
industry leader, ACI Worldwide, and invested in the development and ongoing
support required to facilitate the processing of
transactions. Westsphere Systems Inc. will process all transactions
through its association with ACI thereby eliminating the costs, restrictions,
and potential risks of relying on third party processors. Most
importantly, the investment in the processor, or switch, will also enable
E-Debit’s direct entry into new and emerging markets such as card management and
processing.
E-Debit
has officially launched its switch in January 2009 and commenced rollover of
ATMs to process all transactions through its association with
ACI. The deferred costs have been reclassified as intangible assets
in year 2009.
Note
6 – Notes Receivable
The note
receivable total $157,041 ($160,000 CDN), carry no interest rate, and require no
monthly payments. The Company can demand funds be returned at
anytime. The purpose of this note receivable are to supply vault cash
to E-Debit’s wholly owned subsidiary Vencash’s customers ATM equipments and site
locations. Revenue from this note is generated from surcharge
transactions. This note receivable is reflected in the accompanying
consolidated balance sheet as note receivable.
The
Company expensed $23,045 ($24,000 CDN) during the first quarter of 2010 for
consulting and management services to an affiliated company that is controlled
by the Company’s president.
Others
receivable - related party:
49% shareholder’s of
Personal Financial Solution |
|
$ |
2,728 |
|
Indebtedness
to related parties:
The
Company is obligated to its president pursuant to a loan payable totaling
$51,635 ($52,608 CDN) as of March 31, 2010. This is a due on demand
loan with no interest rate and maturity date.
The
Company is obligated to an affiliated company that is controlled by the
Company’s president pursuant to a loan payable totaling $101,843 ($103,762 CDN)
as of March 31, 2010. This is a due on demand loan with no interest
rate and maturity date.
8
The
Company’s subsidiary Westsphere systems Inc. is indebted to E-Debit Vice
President for a loan payable totaling $121,883 ($124,179 CDN) as of March 31,
2010. This is a due on demand loan with no interest rate and maturity
date.
The
Company’s subsidiary Westsphere Systems Inc. owed E-Debit’s officers for loans
advance totaling $10,359 ($10,554 CDN) as of March 31, 2010. This is
a due on demand loan with no interest rate and maturity date.
The
Company’s subsidiary Westsphere Systems Inc. owed E-Debit’s directors for loans
advance totaling $80,427 ($81,942 CDN) as of March 31, 2010. This is
a due on demand loan with no interest rate and maturity date.
The
Company’s subsidiary Vencash Capital Corporation accrued for officer and
employee bonuses totaling $65,877 ($67,118 CDN) as of March 31,
2010. This is a due on demand loan with no interest rate and maturity
date.
Note
8 – Shareholder’s Deficit
In
February 2010, one of the consultants exercised his options of 500,000 common
shares at $0.07 per share for a total of $35,000. The investor paid
for the stock options with the forgiveness of debt.
In March
2010, the Board, after reviewing the business of operations as a whole,
determined that it is in the best financial interests for the Corporation to
raise additional funds through a private offering memorandum for up to
12,500,000 units of Common Stock at $0.10 per share. The use of the
proceeds from this offering is to be allocated to support the switch operations,
purchasing of software and hardware, and general and administrative
costs. The offering is expected to be completed by the end of the
second quarter of the year 2010. During the first quarter, E-Debit
raised $108,153 and issued 1,081,327 common shares at $0.10 per
share. The investors paid cash for the stock of $31,585 and the
remaining balance of $76,568 with the forgiveness of debt.
Note
9 – Subsequent Events
In May
2010, the Board of Directors has approved the amendment to the terms, rights and
preferences of the Corporation’s preferred stock. The outstanding
issued Preferred Shares to be split on the basis of ten (10) shares for each (1)
share held by each Preferred shareholder and no change to the conversion price,
which remains at $.05 per share. The preferred shares have been
retroactively restated to reflect the 10 for 1 stock split from 1,417,118 to
14,171,180 shares.
In April
2010, E-Debit raised additional $78,624 to support the switch operations and
general and administrative costs. $50,000 was from one of the
E-Debit’s directors and $28,624 was from investor.
Note
10 – Going Concern
The
accompanying financial statements have been prepared in conformity with
accounting principles generally accepted in the United States of America, which
contemplate continuation of the Company as a going concern. The
Company has incurred net losses for the period ended March 31, 2010 and 2009,
and as of March 31, 2010, had a working capital deficit of $767,501 and an
accumulated deficit of $825,416. These conditions raise substantial
doubt as to the Company's ability to continue as a going
concern. These financial statements do not include any adjustments
that might result from the outcome of this uncertainty. These
financial statements do not include any adjustments relating to the
recoverability and classification of recorded asset amounts, or amounts and
classification of liabilities that might be necessary should the Company be
unable to continue as a going concern.
Management
recognizes that the Company must generate additional resources to enable it to
continue operations. Management intends to raise additional funds
through debt financing and equity financing or through other means that it deems
necessary, with a view to moving forward and sustaining a prolonged growth in
its strategy phases. However, no assurance can be given that the Company will be
successful in raising additional capital. Furthermore, the management
is in the process of restructuring, reorganization and consolidation of all its
operations as a whole in order to save costs. In addition, there is
no demand for payment on the accounts payable to related parties of $432,024 and
shareholder loans of $494,482 as these liabilities are owed to internal officers
and directors. Further, even if the Company raises additional
capital, there can be no assurance that the Company will achieve profitability
or positive cash flow. If management is unable to raise additional capital and
expected significant revenues do not result in positive cash flow, the Company
will not be able to meet its obligations and may have to cease
operations.
9
ITEM
2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATION
Current
Corporate Structure – March 31, 2010
10
Plan
of Operations
During
the three (3) month period of operations ending March 31, 2010, E-Debit and its
subsidiaries generated a net loss from operations of $186,391, while a net loss
from operations of $153,190 was realized for the same period from the previous
year. The increase in net loss of $33,201 over the same period from
the previous year was caused by a decrease in gross profit of $57,648, an
increase in legal and accounting fees of $16,706, and an increase in other
expenses of $13,685. The increase in net loss is partially offset
against a decrease in salaries and benefits of $10,280, a decrease in travel,
delivery and vehicle expenses of $16,022, a decrease in interest expense of
$3,235, and an increase in other income of $22,037 over the same period from the
previous year.
The
decrease in gross profit was primarily caused an increase in other cost of sales
of $108,778. The decrease is partially offset against an increase in
net residual and interchange income of $48,394.
The
increase in other cost of sales was related to the switch
operations. E-Debit has officially launched its switch in January
2009 and commences rollover of ATMs to process all transactions through its
association with ACI.
The
increase in legal and accounting fees was mainly due to the SEC filing services,
switch audit fees, and e-Debit’s subsidiary involved in civil claims which have
arisen in the normal course of business.
The
increase in other expenses was primarily due to the written off of one of the
notes receivable. The debtor has filed for bankruptcy and was with
the Government of Alberta Court in Canada. E-Debit is one of the
secured creditors but the management believed that it is unlikely to receive any
funds from the debtor.
The
decrease in salaries and benefits was primarily due to the deletion of 3
positions during the year 2009: Sale manager, and two junior
accountants.
The
decrease in interest expense was due to the pay down of the balance owed to the
loans payable during the year.
The
increase in other income was caused by the return of POS surcharge income of
$9,602 from ATS collected on behalf of TRAC. TRAC’s assets is sold on
October 9, 2009 and all the proceed uses to repaid the first secured
creditor. As a result, E-Debit has written off its investment in
TRAC. The balance of $12,435 is related to various other software and
services revenue.
To this
date, 708 ATM are being processed between three switches. There was no change in
operations during the year 2010 as compared to prior year.
In May
2010, the Board of Directors has approved the amendment to the terms, rights and
preferences of the Corporation’s preferred stock. The outstanding
issued Preferred Shares to be split on the basis of ten (10) shares for each (1)
share held by each Preferred shareholder and no change to the conversion price,
which remains at $.05 per share. The preferred shares have been
retroactively restated to reflect the 10 for 1 stock split from 1,417,118 to
14,171,180 shares.
E-Debit
and its subsidiaries currently did not generate sufficient revenues to meet
overhead needs. This is due to E-Debit switch operations which was
launched in January 2009 and commence rollover of ATMs to process all
transactions. The switch operations currently did not generate
sufficient revenue to cover it expenses. E-Debit believes that until
the rollover of ATMs is completed, the switch operations will generate
sufficient revenues to meet it overhead needs. This is due to E-Debit
will process all transactions through its association with ACI thereby
eliminating the costs, restrictions, and potential risks of relying on third
party processors. E-Debit expects the rollover of ATMs to be
completed by the third quarter of this year. As of date, 541ATM’s or
76% were under Westsphere Systems processing.
In
addition, E-Debit continues experiencing a steady decrease in gross
profit. Management recognizes that the Company must generate
additional resources to enable it to continue operations. Management
intends to raise additional funds through debt financing and equity financing or
through other means that it deems necessary, with a view to moving forward and
sustaining a prolonged growth in its strategy phases. However, no
assurance can be given that the Company will be successful in raising additional
capital.
E-Debit
believes that the continued investment from related parties and outside
investors will continue to produce sufficient ongoing funding to meet its
current and future financial requirements.
11
In order
to meet its growth plan, E-Debit will continue to be dependent on equity funds
raised, joint venture arrangements and/or loan proceeds. E-Debit believes that
it will continue as a going concern with the present revenues from its
subsidiary Westsphere Systems Inc. and loan advanced by the related parties but
it would be unable to meet its market growth projections without further funding
outside of the ongoing revenue from operations of Westsphere Systems
Inc.
As
mentioned above, E-Debit believes that its subsidiary Westsphere Systems Inc.
will generates sufficient ongoing revenues once the rollover of ATMs is
completed and loan advanced by the related parties to ensure that E-Debit is a
going concern.
Changes
in Financial Position
During
the Three (3) month period ending March 31, 2010, total assets increased from
$1,269,164 to $1,319,072 primarily due to an increase in cash of
$73,221. The increase is partially offset against a decrease in
accounts receivable net of allowance for doubtful of $23,276.
The
significant increase in cash was mainly caused by the surcharge and interchange
settlement owed to customers as of March 31, 2010. These surcharge
and interchange are returned to the customers on April 1, 2010.
As of
March 31, 2010, E-Debit’s current liabilities consisted of accounts payable of
$835,857, accrued liabilities of $219,195, current portion of loans of $162,930,
and indebtedness to related parties of $432,024.
Accounts
payable and accrued liabilities include a payable of $664,599 is payable for the
return of surcharge and interchange; legal and accounting fees of $146,303;
switch and hosting fees of $25,427; accrued vacation payable of $12,420;
investors deposits of $77,010; and $129,293 due for consulting services, office
expenses and various other general fees and charges.
In
September 2007, E-Debit’s subsidiary Vencash entered into a loan agreement
totaling $98,151 ($100,000 CDN) with an external arms-length investor, bearing
interest at 12% per annum, blended monthly payments of interest only of $960
($1,000 CDN) to September 2008, with an automatic extension for a further 6
month term. The principle is to be repaid in a maximum of 18 months. The purpose
of the loan is to supply vault cash to E-Debit’s wholly owned subsidiary
Vencash’s customers ATM equipment and site locations. As of March 31, 2010, the
balance is $98,151 ($100,000 CDN). This loan is reflected in the accompanying
consolidated balance sheet as current portion of loans.
On
November 5, 2007, E-Debit’s subsidiary Westsphere Systems Inc. raised $126,991
($131,000 CDN) through a loan agreement with an external arms-length investor,
bearing interest at 12% per annum, blended monthly payments of interest only of
$1,258 ($1,310 CDN) to October 2009, with an automatic extension for a further
12 month term. The purpose of the loan is to fund the switch development
project. In February 2010, the loan is reduced by $62,212 ($65,000
CDN) to purchase E-Debit’s private offering memorandum of 622,123 common shares
at $0.10 per share. As of March 31, 2010, the balance is $64,779
($66,000 CDN), blended monthly payments of interest only of $634 ($660 CDN).
This loan is reflected in the accompanying consolidated balance sheet as current
portion of loans.
Accounts
payable to related parties consists of Officers’ and Directors’ bonuses payable
carried forward from year 2002 in the amount of $65,877 ($67,118 CDN), a loan
advanced from E-Debit’s President in the amount of $153,478 ($156,370 CDN), a
loan advanced from E-Debit’s officers in the amount of $14,460 ($14,733 CDN), a
loan advance from E-Debit’s arms-length directors in the amount of $80,427
($81,942 CDN) , and a deposit from Westsphere’s Vice President to purchase cash
in the amount of $117,782 ($120,000 CDN).
Long term
liabilities as at March 31, 2010 consisted of a shareholder loans totaling
$494,482. E-Debit’s shareholder loans related to cash advance from
the directors total $401,730 with no interest and specific terms of repayment.
The remaining balance of shareholder loans total $92,752 consist of a loan
advance from a shareholder of $49,075 has an interest rate of 9% per annum with
no specific terms of repayment, and a loan advance from E-Debit’s vice president
total $43,677 has an interest rate of 12% per annum with no specific terms of
repayment.
Shareholders’
deficit as of March 31, 2010 was negative $825,416, inclusive of an accumulated
loss from operations of $3,490,526, as compared to shareholders deficit negative
of $760,509 as of December 31, 2009. The increase in shareholders’ deficit of
$64,907 was primarily due the current period deficit of $186,391 and a decrease
in accumulated other comprehensive income of $21,669. The increase in
shareholders’ deficit is partially offset against an increase in issuance of
common stock of $143,153.
12
In
February 2010, one of the consultants exercised his options of 500,000 common
shares at $0.07 per share for a total of $35,000. The investor paid
for the stock options with the forgiveness of debt.
In
February 2010, E-Debit raised $108,153 through private offering memorandum and
issued 1,081,327 common shares at $0.10 per share. The investors paid
cash for the stock of $31,585 and the remaining balance of $76,568 with the
forgiveness of debt.
Liquidity
and Capital Resources
Summary
of Working Capital and Stockholders' Equity
As of
March 31, 2010, the Company had working capital deficit of $767,501 and
Stockholders' Deficit of $825,416 compared with working capital deficit of
$772,948 and Stockholders' Deficit of $760,509 as of December 31,
2009. The Company’s working capital deficit has decreased principally
as a result of an increase in cash of $73,221, a decrease in accounts payable of
$78,703, a decrease in accrued liabilities of $45,239, and a decrease in current
portion of loans of $57,257. The decrease is partially offset against
a decrease in accounts receivable net of allowance for doubtful of $23,276 and
an increase in indebtedness to related parties of $232,529.
The
increase in indebtedness to related parties is from Westsphere’s directors and
officers advanced deposits to support E-Debit operations.
Stockholders'
Deficit increased as a result of a net loss for the three (3) months ended March
31, 2010 of $186,391 and a decrease in accumulated other comprehensive income of
$21,669. The decrease in shareholders’ deficit is partially offset
against an increase in issuance of common stock of $143,153.
The
Company’s consolidated operations used of net cash of $100,079, compared to the
provided of net cash in the amount of $24,147 during the same period from the
previous year. This increase in the use of net cash flow from operations was the
result of an increase in net loss from operations of $33,201, a decrease in
prepaid expenses and other of $19,180, and a decrease in accounts payable and
accrued liabilities of $94,701. The increase in the use of net cash
is partially offset against a decrease in accounts receivable of
$29,695.
Investing
activities during the three (3) month period resulted in the net cash of $1,097,
which was caused by the disposal of equipment.
Financing
activities during the three (3) month period resulted in the provided of net
cash of $126,556, which was caused by the proceeds from private offering
memorandum of $31,585, and the proceeds from loans of $94,971.
Liquidity
E-Debit
and its subsidiaries currently did not generate sufficient revenues to meet
overhead needs. This is due to E-Debit switch operations which was
launched in January 2009 and commence rollover of ATMs to process all
transactions. The switch operations currently did not generate
sufficient revenue to cover it expenses. The shortages of funds raise
substantial doubt as to the Company’s ability to continue as a going
concern.
Management
recognizes that the Company must generate additional resources to enable it to
continue operations. Management intends to raise additional funds through debt
financing and equity financing or through other means that it deems necessary,
with a view to moving forward and sustaining a prolonged growth in its strategy
phases. However, no assurance can be given that the Company will be successful
in raising additional capital.
As of
March 31, 2010, E-Debit was able to raise total $126,556. $31,585 was
from private offering memorandum; $52,219 was from private loan; and a loan
advance from Westsphere’s arms-length directors in the amount of $42,752
($43,557 CDN). The cash was used to support the E-Debit
operations.
In April
2010, E-Debit raised additional $78,624 to support the switch operations and
general and administrative costs. $50,000 was from one of the
E-Debit’s directors and $28,624 was from investor.
13
Furthermore,
there is no demand for payment on the accounts payable to relate parties of
$432,024 and shareholders’ loan of $494,482 as these liabilities are owed to
internal officers and directors. E-Debit believes that the investment from
related parties, outside investors, and private offering memorandum will
continue to produce sufficient ongoing funding to meet its current and future
financial requirements.
E-Debit
did not raise funds this year to facilitate Westsphere Systems growth
opportunities due to the condition of Corporations’ financial
market.
In order
to meet its growth plan, E-Debit will continue to be dependent on equity funds
raised, joint venture arrangements and/or loan proceeds. E-Debit believes that
it will continue as a going concern with the present revenues from its
subsidiary Westsphere Systems Inc., but it would be unable to meet its market
growth projections without further funding outside of the ongoing revenue from
operations of Westsphere Systems Inc.
Capital
Resources
The
primary capital resources of E-Debit are its consolidated business operations as
well as equity funds raised, joint venture arrangements and/or loan
proceeds.
Off-Balance
Sheet Arrangements
The
Company does not have any off-balance sheet arrangements.
ITEM
3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK.
N/A
ITEM
4. 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, 2010 (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, 2009.
ITEM 1A. RISK
FACTORS
N/A
ITEM
2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
PROCEEDS
There are
no changes since the filing of the 10K on December 31, 2009.
ITEM
3. DEFAULTS UPON SENIOR SECURITIES
None.
14
ITEM
4. REMOVED AND RESERVED
ITEM
5. OTHER INFORMATION
None.
ITEM
6. EXHIBITS
(a) The
following exhibits are filed with this report.
31.1 Certification
by Chief Executive Officer pursuant to Sarbanes Oxley Section
302.
31.2 Certification
by Chief Financial Officer pursuant to Sarbanes Oxley Section
302.
32.1 Certification
by Chief Executive Officer pursuant to 18 U.S. C. Section
1350
32.2 Certification
by Chief Financial Officer pursuant to 18 U.S. C. Section
1350
|
15
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.
E-DEBIT
GLOBAL CORPORATION
By: /s/ Douglas
MacDonald
Name: Douglas
MacDonald
Title: President
Date: May
14, 2010
By: /s/ Kim
Law
Name: Kim
Law
Title: Principal
Financial Officer and Accounting Officer
Date: May
14, 2010
16