---

---

# SECURITIES AND
EXCHANGE COMMISSION                                                         WASHINGTON,
D.C. 20549                                                               FORM 10-KSB/A

(Mark One)

[X]   ANNUAL REPORT UNDER
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

# For the fiscal year
ended December 31, 2007

[_]  TRANSITION REPORT UNDER
SECITON 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition
period from ___________ to _____________

Commission file number:
0-32051

|WESTSPHERE ASSET CORPORATION, INC.            
|----------------------------------------------
|(Name of small business issuer in its charter)

|COLORADO                                                       | 98-0233968                          
|-------------------------------------------------------------- | ------------------------------------
|(State or other jurisdiction of
incorporation or organization) | (I.R.S. Employer
Identification No.)

|2140 Pegasus Way NE           
CALGARY, ALBERTA, CANADA T2E 8M5     Telephone: (403) 290-0264                                        
|-------------------------------------------------------------------------------------------------------------------------------------
|(Address, including zip code, and telephone number, including area code, 
               of registrant's principal executive offices)

Securities registered
under Section 12(b) of the Exchange Act:

|                    |                                          
|------------------- | -----------------------------------------
|Title of each class | Name of each exchange on which registered
|None                | None                                     

Securities registered
under Section 12(g) of the Exchange Act:

|75,000,000 Common
Stock, No Par Value
|-------------------------------------
|(Title of class)                     

Check
  whether  the  issuer  is  not   required  to  file   reports   pursuant  to  Section
 13 or 15(d) of the Exchange Act.    [X]    Yes   [_]   No

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.  [X]   Yes   [_] No

Check
if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B
is not contained in this form, and no disclosure will be contained, to the best of
registrants knowledge, in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB. [X]

---



Indicate
 by  check  mark  whether  the   registrant   is  a  shell  company  (as  defined  in
 Rule  12b-2  of  the  Exchange Act)                  [_]     Yes                [X]           No

State
issuer's revenues for its most recent fiscal year:   $4,430,923

State the aggregate market value of
the voting and non-voting common equity held by non-affiliates computed by reference to
the price at which the common equity was sold, or the average bid and asked price of such
common equity, as of a specified date within the past 60 days. (See definition of
affiliate in Rule 12b-2 of the Exchange Act.)

$396,869as of March 31,
2008

Note: If determining whether a person
is an affiliate will involve an unreasonable effort and expense, the issuer may calculate
the aggregate market value of the common equity held by non-affiliates on the basis of
reasonable assumptions, if the assumptions are stated.

# (ISSUERS INVOLVED IN
BANKRUPTCY PROCEEDINGS DURING THE PAST 5 YEARS)

Check
 whether  the  issuer has 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       [_]  No

# (APPLICABLE ONLY TO
CORPORATE REGISTRANTS)

State
the number of shares outstanding of each of the issuers classes of common equity,
and preferred equity, as of the latest practicable date: 592,701 common shares and
1,416,143 preferred shares as of March 31, 2008.

# DOCUMENTS INCORPORATED
BY REFERENCE

If
the following documents are incorporated by reference, briefly describe them and identify
the part of the Form 10-KSB (e.g. Part I, Part II, etc.) into which the document is
incorporated: (1) any annual report to security holders; (2) any proxy or information
statement; and (3) any prospectus filed pursuant to Rule 424(b) or (c) of the Securities
Act of 1933. The listed documents should be clearly described for identification purposes
(e.g., annual report to security holders for fiscal year ended December 31, 2007

Transitional Small Business
Disclosure Format (Check one): [_]  Yes         [X]             No

---



# EXPLANATORY NOTE

This Amendment No.2 on Form 10-KSB/A
to the Annual Report on Form 10-KSB for the year ended December 31, 2007 of the Registrant
which was filed with the Securities Exchange Commission on April 15, 2008 (the
Original Filing) is being filed to amend or include certain disclosure
contained in Item 8A Controls and Procedures. Other Information and in the certifications
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

As a result of this Amendment No. 2,
the certifications pursuant to Section 302 and Section 906 of the Sarbanes-Oxley Act of
2002, as filed as exhibits to the Original Filing have been re-executed and re-filed as of
the date of this Amendment No. 2 on Form 10-KSB/A.

Except for the Amendment described
above, this Form 10-KSB/A does not modify or update other disclosures in, or exhibits to,
the Original Filing which are incorporated by reference herein.

# PART III

# ITEM 8A CONTROLS AND
PROCEDURES

Disclosure Controls and
Procedures

We maintain disclosure controls and
procedures that are designed to ensure that information required to be disclosed in our
Exchange Act reports is recorded, processed, summarized and reported within the time
periods specified in the Securities and Exchange Commissions (SEC) rules
and forms, and that such information is accumulated and communicated to our management,
including our Chief Executive Officer and Chief Financial Officer, as appropriate, to
allow timely decisions regarding required disclosure. Internal controls are procedures
that are designed with the objective of providing reasonable assurance that (1) our
transactions are properly authorized, recorded and reported; and (2) our assets are
safeguarded against unauthorized or improper use, to permit the preparation of our
consolidated financial statements in conformity with United States generally accepted
accounting principles.

Evaluation of Disclosure
Controls and Procedures

As of the end of the period covered
by this report, we carried out an evaluation, under the supervision and with the
participation of our management, including our Chief Executive Officer and Chief Financial
Officer, of the effectiveness of the design and operation of our disclosure controls and
procedures pursuant to Exchange Act Rule 13a-15(e) and 15d-15(e). Based upon the
foregoing, our Chief Executive Officer and our Chief Financial Officer originally
concluded that our disclosure controls and procedures are effective to ensure that the
information required to be disclosed by us in this Report was recorded, processed,
summarized and reported within the time periods specified in the SECs rules and
instructions for Form 10-KSB. However while management reported on the effectiveness of
its Disclosure Controls and Procedures to the board of directors, the Company was also
required by regulation to include the report on the effectiveness of Disclosure Controls
and Procedures in its original filing of the Annual Report on Form 10-KSB. The Company
failed to include the report and as a result, management has revised its conclusion on
Disclosure Controls and Procedures that its controls were not effective at December 31,
2007 with respect to the requirement of including the report in the Form 10-KSB.

---



Changes in Internal
Controls over Financial Reporting

There have been no changes in our
internal controls over financial reporting during the period covered by this report that
have materially affected, or are reasonably likely to materially affect our internal
controls over financial reporting.

Inherent Limitations on
Effectiveness of Controls

Our management, including our Chief
Executive Officer and Chief Financial Officer, does not expect that our disclosure
controls and procedures or our internal controls will prevent all errors and all fraud.
This is because a control system, no matter how well conceived and operated, can provide
only reasonable, not absolute, assurance that the objectives of the control system are
met. In addition, the design of a control system must reflect the fact that there are
resource constraints, and the benefits of controls must be considered relative to their
costs. Because of the inherent limitations in all control systems, no evaluation of
controls can provide absolute assurance that all control issues and instances of fraud, if
any, within our company have been detected.

Report of Management on
Internal Control over Financial Reporting

Our management is responsible for
establishing and maintaining adequate internal control over financial reporting for the
company. Internal control over financial reporting is a process to provide reasonable
assurance regarding the reliability of our financial reporting for external purposes in
accordance with accounting principles generally accepted in the United States of America.
Internal control over financial reporting includes maintaining records that in reasonable
detail accurately and fairly reflect our transactions; providing reasonable assurance that
transactions are recorded as necessary for preparation of our financial statements;
providing reasonable assurance that receipts and expenditures of company assets are made
in accordance with management authorization; and providing reasonable assurance that
unauthorized acquisition, use or disposition of company assets that could have a material
effect on our financial statements would be prevented or detected on a timely basis.
Because of its inherent limitations, internal control over financial reporting is not
intended to provide absolute assurance that a misstatement of our financial statements
would be prevented or detected.

In connection with the preparation of
this Annual Report on Form 10-KSB for the year ended December 31, 2007, management, with
the participation of our Chief Executive Officer and Chief Financial Officer, has
evaluated the effectiveness of our internal controls over financial reporting, pursuant to
Rule 13a-15 under the Exchange Act. Our Chief Executive Officer and Chief Financial
Officer have concluded that the design and operation of our internal controls and
procedures are effective as of December 31, 2007. There were no significant changes in our
internal controls over financial reporting that occurred during the fourth fiscal quarter
that have materially affected, or are reasonably likely to materially affect, our internal
controls over financial reporting.

This Annual Report on Form 10-KSB
does not include an attestation report of the Companys independent registered public
accounting firm regarding internal control over financial reporting. Managements
report was not subject to attestation by our registered public accounting firm pursuant to
temporary rules of the Securities and Exchange Commission that permit us to provide only
managements report in this Annual Report on Form 10-KSB.

---



# SIGNATURES

In
accordance with Section 13 or 15(d) 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.

In
accordance with the Exchange Act, this report has been signed below by the following
persons on behalf of the registrant and in the capacities and on the dates indicated.

By: /s/ Douglas N. Mac DonaldName:
 Douglas N. Mac Donald Title:  President Date:  September 26, 2008

By: /s/ Kim LawName:  Kim Law
Title:  Principal Financial and Accounting Officer Date:  September 26, 2008

In
accordance with the Exchange Act, this report has been signed below by the following
persons on behalf of the registrant and in the capacities and on the dates indicated, who
constitute the entire board of directors:

By:  /s/ Douglas N. Mac DonaldName: 
Douglas N. Mac Donald Title:  President and Board of Directors Date:  September 26, 2008

By:  /s/ Robert L. RobinsName: 
Robert L. Robins Title:  Board of Directors Date:  September 26, 2008

By:  /s/ Bernd ReuscherName:  Bernd
Reuscher Title:  Board of Directors Date:  September 26, 2008

By:  /s/ Roy L. QueenName:  Roy L.
Queen Title:  Board of Directors Date:  September 26, 2008

By:  /s/ Kim LawName:  Kim Law
Title:  Board of Directors Date:  September 26, 2008

By:  /s/ John (Jack) ThomsonName: 
Jack Thomson Title:  Board of Directors Date:  September 26, 2008

---