Exhibit 31.2

RULE 13A-14(A)/15D-14(A) CERTIFICATION

I, Kim Law,
certify that:

(1) I have
reviewed this annual report on Form 10-K of Westsphere Asset Corporation;

(2) Based on
my knowledge, this 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 report.

(3) Based on
my knowledge, the financial statements, and other financial information
included in this annual 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 annual report.

(4) The small
business isser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)) and internal control over financial reporting (as defined in
Exchange Act Rules 13a-15(f) and 15d-15(f)) for the small business isser 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 annual
  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: May
  14, 2009 | By:                                                             | /s/ Kim Law
|                     |                                                                 |            
|                     | Name: Kim
  Law                                                
|                     | Title: Chief
  Financial Officer (Principal Accounting Officer)

---